Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 15, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0001819576 | ||
Entity Registrant Name | Liquidia Corporation | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 001-39724 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-1710962 | ||
Entity Address, Address Line One | 419 Davis Drive, Suite 100 | ||
Entity Address, City or Town | Morrisville | ||
Entity Address, State or Province | NC | ||
Entity Address, Postal Zip Code | 27560 | ||
City Area Code | 919 | ||
Local Phone Number | 328-4400 | ||
Title of 12(b) Security | Common stock, $0.001 par value per share | ||
Trading Symbol | LQDA | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 212,930,004 | ||
Entity Common Stock, Shares Outstanding | 43,336,277 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 65,316,481 | $ 55,796,378 |
Prepaid expenses and other current assets | 752,447 | 590,251 |
Total current assets | 66,068,928 | 56,386,629 |
Property, plant and equipment, net | 6,805,570 | 9,253,965 |
Operating lease right-of-use assets, net | 2,649,328 | 2,823,430 |
Indemnification asset, related party | 1,387,275 | 0 |
Contract acquisition costs, net | 12,792,491 | 0 |
Intangible asset, net | 5,534,843 | 0 |
Goodwill | 3,903,282 | 0 |
Other assets | 390,043 | 378,043 |
Total assets | 99,531,760 | 68,842,067 |
Current liabilities: | ||
Accounts payable | 3,734,227 | 3,498,043 |
Accrued compensation | 3,259,515 | 3,164,687 |
Accrued stock offering costs | 0 | 1,289,413 |
Other accrued expenses | 1,386,880 | 1,525,919 |
Refund liability | 1,768,864 | 0 |
Current portion of operating lease liabilities | 664,670 | 566,390 |
Current portion of finance lease liabilities | 923,218 | 1,244,229 |
Current portion of long-term debt | 0 | 5,585,637 |
Total current liabilities | 11,737,374 | 16,874,318 |
Litigation finance payable | 1,154,360 | 0 |
Long-term operating lease liabilities | 5,006,301 | 5,670,971 |
Long-term finance lease liabilities | 255,402 | 1,056,747 |
Long-term debt | 10,292,485 | 10,292,484 |
Total liabilities | 28,445,922 | 33,894,520 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock — 10,000,000 shares authorized as of December 31, 2020 and December 31, 2019, 0 shares issued and outstanding as of December 31, 2020 and December 31, 2019 | 0 | 0 |
Common stock — $0.001 par value, 80,000,000 and 40,000,000 shares authorized as of December 31, 2020 and December 31, 2019, respectively, 43,336,277 and 28,231,267 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively | 43,336 | 28,231 |
Additional paid-in capital | 346,044,721 | 250,158,766 |
Accumulated deficit | (275,002,219) | (215,239,450) |
Total stockholders’ equity | 71,085,838 | 34,947,547 |
Total liabilities and stockholders’ equity | $ 99,531,760 | $ 68,842,067 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 80,000,000 | 40,000,000 |
Common stock, shares issued (in shares) | 43,336,277 | 28,231,267 |
Common stock, shares outstanding (in shares) | 43,336,277 | 28,231,267 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 739,628 | $ 8,072,120 |
Costs and expenses: | ||
Research and development | 32,222,393 | 40,491,358 |
General and administrative | 27,368,653 | 13,597,119 |
Total costs and expenses | 59,828,758 | 54,895,669 |
Loss from operations | (59,089,130) | (46,823,549) |
Other income (expense): | ||
Interest income | 184,359 | 613,716 |
Interest expense | (857,998) | (1,373,622) |
Total other expense, net | (673,639) | (759,906) |
Net loss and comprehensive loss | $ (59,762,769) | $ (47,583,455) |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (1.76) | $ (2.57) |
Weighted average common shares outstanding, basic and diluted (in shares) | 33,888,434 | 18,482,455 |
Service [Member] | ||
Revenue | $ 739,628 | $ 0 |
Costs and expenses: | ||
Costs and expenses | 237,712 | 0 |
Collaboration [Member] | ||
Revenue | 0 | 8,072,120 |
Costs and expenses: | ||
Costs and expenses | $ 0 | $ 807,192 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Cumulative Effect, Period of Adoption, Adjustment [Member]Common Stock [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Additional Paid-in Capital [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Retained Earnings [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2018 | 15,519,469 | |||||||
Balance at Dec. 31, 2018 | $ 0 | $ 0 | $ (602,098) | $ (602,098) | $ 15,520 | $ 185,726,048 | $ (167,053,897) | $ 18,687,671 |
Issuance of common stock upon exercise of stock options (in shares) | 32,325 | 32,325 | ||||||
Issuance of common stock upon exercise of stock options | $ 32 | 141,295 | 0 | $ 141,327 | ||||
Issuance of common stock upon exercise of common stock warrants (in shares) | 64,629 | |||||||
Issuance of common stock upon exercise of common stock warrants | $ 64 | 649 | 0 | 713 | ||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 40,954 | |||||||
Issuance of common stock upon vesting of restricted stock units | $ 41 | (41) | 0 | 0 | ||||
Sale of common stock, net (in shares) | 12,573,890 | |||||||
Sale of common stock, net | $ 12,574 | 60,914,510 | 0 | 60,927,084 | ||||
Share-based compensation | 0 | 3,376,305 | 0 | 3,376,305 | ||||
Net loss | $ 0 | 0 | (47,583,455) | (47,583,455) | ||||
Balance (in shares) at Dec. 31, 2019 | 28,231,267 | |||||||
Balance at Dec. 31, 2019 | $ 28,231 | 250,158,766 | (215,239,450) | $ 34,947,547 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 40,685 | 91,413 | ||||||
Issuance of common stock upon exercise of stock options | $ 40 | 67,876 | 0 | $ 67,916 | ||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 2,810 | |||||||
Issuance of common stock upon vesting of restricted stock units | $ 4 | (4) | 0 | 0 | ||||
Sale of common stock, net (in shares) | 9,506,425 | |||||||
Sale of common stock, net | $ 9,506 | 71,006,892 | 0 | 71,016,398 | ||||
Share-based compensation | 0 | 3,954,000 | 0 | 3,954,000 | ||||
Net loss | $ 0 | 0 | (59,762,769) | (59,762,769) | ||||
Issuance of common stock under employee stock purchase plan (in shares) | 5,090 | |||||||
Issuance of common stock under employee stock purchase plan | $ 5 | 19,410 | 0 | 19,415 | ||||
Equity consideration for acquisition (in shares) | 5,550,000 | |||||||
Equity consideration for acquisition | $ 5,550 | 20,837,781 | 0 | 20,843,331 | ||||
Balance (in shares) at Dec. 31, 2020 | 43,336,277 | |||||||
Balance at Dec. 31, 2020 | $ 43,336 | $ 346,044,721 | $ (275,002,219) | $ 71,085,838 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | ||
Net loss | $ (59,762,769) | $ (47,583,455) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 3,954,000 | 3,376,305 |
Depreciation and amortization | 3,129,579 | 2,567,742 |
Non-cash lease expense | 174,102 | 225,537 |
Amortization of discount and debt issuance costs on long-term debt | 61,424 | 75,364 |
Loss on disposal of property and equipment | 10,802 | 6,587 |
Changes in operating assets and liabilities, net of business acquired: | ||
Accounts receivable, net | 0 | 272,557 |
Prepaid expenses and other current assets | (132,007) | (371,194) |
Other non-current assets | (12,000) | 807,192 |
Accounts payable | (297,160) | 294,514 |
Accrued compensation | 42,312 | 649,168 |
Other accrued expenses | 180,736 | (108,707) |
Refund liability | (927,136) | 0 |
Operating lease liabilities | (566,390) | (422,364) |
Deferred revenue | 0 | (8,071,920) |
Net cash used in operating activities | (54,144,507) | (48,282,674) |
Investing activities | ||
Cash acquired from acquisition of business | 1,000,000 | 0 |
Purchases of property, plant and equipment | (752,086) | (1,850,099) |
Net cash provided by (used in) investing activities | 247,914 | (1,850,099) |
Financing activities | ||
Principal payments on finance leases | (1,122,356) | (998,687) |
Payments for finance lease deposits | 0 | (34,649) |
Proceeds from issuance of long-term debt | 0 | 5,000,000 |
Principal payments on long-term debt | (5,647,060) | 0 |
Proceeds from sale of common stock, net of underwriting fees and commissions | 71,225,398 | 63,039,490 |
Payments for offering costs | (1,634,467) | (754,028) |
Receipts from litigation financing | 507,849 | 0 |
Proceeds from issuance of common stock under stock incentive plans | 87,332 | 141,327 |
Proceeds from exercise of warrants | 0 | 713 |
Net cash provided by financing activities | 63,416,696 | 66,394,166 |
Net increase (decrease) in cash | 9,520,103 | 16,261,393 |
Cash, beginning of period | 55,796,378 | 39,534,985 |
Cash, end of period | 65,316,481 | 55,796,378 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 820,889 | 887,038 |
Cash paid for operating lease liabilities | 1,172,759 | 1,081,582 |
Right of use assets obtained with lease liabilities | 0 | 834,693 |
Changes in purchases of property and equipment in accounts payable and accrued expenses | 412,096 | 184,424 |
Noncash acquisition of business, net of acquired cash | 19,843,331 | 0 |
Accrued tenant improvements and receivable from landlord | 0 | 936,104 |
Deferred offering costs incurred but not paid | $ 0 | $ 1,358,378 |
Note 1 - Business
Note 1 - Business | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | 1. Liquidia Corporation (“Liquidia” or the “Company”) is a biopharmaceutical company focused on the development and commercialization of products that address unmet patient needs, with current focus directed towards the treatment of pulmonary arterial hypertension (“PAH”). Liquidia Corporation operates through the company’s subsidiaries, Liquidia Technologies, Inc. (“Liquidia Technologies”) and Liquidia PAH, LLC (“Liquidia PAH”), formerly known as RareGen, LLC (“RareGen”). The Company conducts research, development and manufacturing of novel products by applying its proprietary PRINT® technology, a particle engineering platform, to enable precise production of uniform drug particles designed to improve the safety, efficacy and performance of a wide range of therapies. The Company is currently developing two LIQ861 LIQ865 The Company’s most advanced product, LIQ861, LIQ861 January 2020 November 2020. The Company’s second LIQ865, three five two 1 2 LIQ865. The Company generates revenue pursuant to the promotion agreement between Liquidia PAH and Sandoz Inc. (“Sandoz”), dated as of August 1, 2018, first LIQ861 The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not 19 In accordance with Accounting Standards Update (“ASU”) 2014 15, Disclosure of Uncertainties about an Entity s Ability to Continue as a Going Concern (Subtopic 205 40 one December 31, 2020 December 31, 2020. March 25, 2021, December 31, 2020, 12 Recent Developments Acquisition of RareGen, LLC (now Liquidia PAH, LLC) On November 18, 2020 ( June 29, 2020, August 3, 2020 ( On the Closing Date, an aggregate of 5,550,000 shares of common stock, $0.001 2022, 2021 3 |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 2. Basis of Presentation The Company has prepared the accompanying financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”). Such financial statements reflect all adjustments that are, in management’s opinion, necessary to present fairly, in all material respects, the Company’s financial position, results of operations and cash flows and are presented in U.S. Dollars. Consolidation The accompanying consolidated financial statements include the Company’s wholly owned subsidiaries, Liquidia Technologies and Liquidia PAH. All intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. These estimates are based on historical experience and various other assumptions believed reasonable under the circumstances. The Company evaluates its estimates on an ongoing basis and makes changes to the estimates and related disclosures as experience develops or new information becomes known. Actual results will most likely differ from those estimates. Revision of Previously Issued Financial Statements During the three June 30, 2020, December 31, 2019. not December 31, 2019 Year Ended December 31, 2019 As Presented As Revised Net loss per common share: Diluted $ (2.59 ) $ (2.57 ) Diluted weighted average shares outstanding 18,371,083 18,482,455 Summary of Significant Accounting Policies Cash The Company considers all highly liquid investments with a maturity of three December 31, 2020 2019. Accounts Receivable Accounts receivable are stated at net realizable value including an allowance for doubtful accounts as of each balance sheet date, if applicable. The Company has not December 31, 2020 2019. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of default by the financial institutions holding its cash to the extent of amounts recorded on the balance sheet. With regard to cash, 99% of the Company’s cash is held on deposit with Pacific Western Bank (“Pacific Western”). With regard to revenues and concentration of credit risk, GlaxoSmithKline plc (“GSK” and “GSK Inhaled”) accounted for $0 and $8.1 million of our revenue during the years ended December 31, 2020 2019, December 31, 2020 2019, Leases In February 2016, 2016 02, Leases 842 2016 02” 842, January 1, 2019, 2016 02 January 1, 2019. 842 January 1, 2019. 2016 02 no The provisions of ASU 2016 02 not 12 12 Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment is computed using the straight-line method over the estimated useful lives of the assets beginning when the assets are placed in service. Estimated useful lives for the major asset categories are: Lab and build-to-suit equipment (years) 5 - 7 Office equipment (years) 5 Furniture and fixtures (years) 10 Computer equipment (years) 3 Leasehold improvements Lesser of life of the asset or remaining lease term Major renewals and improvements are capitalized to the extent that they increase the useful economic life or increase the expected economic benefit of the underlying asset. Maintenance and repairs are charged to operations as incurred. When items of property, plant and equipment are sold or retired, the related cost and accumulated depreciation or amortization is removed from the accounts, and any gain or loss is included in operating expenses in the accompanying Statements of Operations and Comprehensive Loss. Business Combination In a business combination, the acquisition method of accounting requires that the assets acquired and liabilities assumed be recorded as of the date of the acquisition at their respective fair values with limited exceptions. Assets acquired and liabilities assumed in a business combination that arise from contingencies are generally recognized at fair value. If fair value cannot be determined, the asset or liability is recognized if probable and reasonably estimable; if these criteria are not no Long-Lived Assets The Company reviews long-lived assets, including definite-life intangible assets, for realizability on an ongoing basis. Changes in depreciation and amortization, generally accelerated depreciation and variable amortization, are determined and recorded when estimates of the remaining useful lives or residual values of long-term assets change. The Company also reviews for impairment when conditions exist that indicate the carrying amount of the assets may not no Goodwill The Company acquired goodwill on its balance sheet during the fourth 2020 July 1 may not first not not Per ASU 2017 04 not As of December 31, 2020 no not Revenue Recognition from Promotion Agreements The Company recognizes revenue in accordance with Accounting Standards Update (ASU) 2014 09, Revenue from Contracts with Customers (Topic 606 606 five ● Step 1: ● Step 2: ● Step 3: ● Step 4: ● Step 5: In order to identify the performance obligations in a contract with a customer, the Company assesses the promised goods or services in the contract and identifies each promised good or service that is distinct. If a good or service is not The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not Revenue is measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a service to a customer. The amount of revenue recognized reflects estimates for refunds and returns, which are presented as a reduction of Accounts receivable where the right of setoff exists. On August 1, 2018, first The Company determined that certain activities within the contract are within the scope of ASC 808, Collaborative Arrangements In addition, the Company determined that the services provided under the Promotion Agreement fall within the scope of Topic 606. one one 2018 18: Clarifying the Interaction between Topic 808 606 606. Revenue Recognition from Research and Development Services The Company derives collaboration revenue primarily from licensing its proprietary PRINT technology and from performing research and development services. Collaboration revenues are recognized as services are performed in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services and technology. The Company’s research, development and licensing agreements provide for multiple promised goods and services to be satisfied by the Company and include a license to the Company’s technology in a particular field of study, participation in collaboration committees, performance of certain research and development services and obligations for certain manufacturing services. The transaction price for these contracts includes non-refundable fees and fees for research and development services. Non-refundable up-front fees which may may may not December 31, 2020 December 31, 2019. not The estimate of the research services to be provided through the Technology Transfer requires significant judgment to evaluate assumptions regarding the level of effort required for the Company to have performed sufficient obligations for the customer to be able to utilize the licensed technology without requiring further services from the Company. If the estimated level of effort changes, the remaining deferred revenue is recognized over the revised period in which the expected research services and Technology Transfer are required. Changes in estimates occur for a variety of reasons, including but not Royalties related to product sales will be recognized as revenue when the sale occurs since payments relate directly to products that will have been fully developed and for which the Company will have satisfied all of its performance obligations. Segment Information U.S. GAAP requires segmentation based on an entity’s internal organization and reporting of revenue and operating income based upon internal accounting methods commonly referred to as the “management approach.” Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (CODM), or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it has one Research and Development Expense Research and development costs are expensed as incurred and include direct costs incurred to third Patent Maintenance The Company is responsible for all patent costs, past and future, associated with the preparation, filing, prosecution, issuance, maintenance, enforcement and defense of United States patent applications. Such costs are recorded as general and administrative expenses as incurred. To the extent that the Company’s licensees share these costs, such benefit is recorded as a reduction of the related expenses. Share-Based Compensation The Company estimates the grant date fair value of its share-based awards and amortizes this fair value to compensation expense over the requisite service period or vesting term (see Note 5 Net Loss Per Share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the diluted net loss per share calculation, stock options and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. Due to their anti-dilutive effect, the calculation of diluted net loss per share for the years ended December 31, 2020 2019 not Year Ended December 31, 2020 2019 Stock options 2,652,525 1,979,411 Restricted stock units 98,705 — Total 2,751,230 1,979,411 Fair Value of Financial Instruments The carrying values of cash, accounts receivable, and accounts payable at December 31, 2020 2019 The Company’s valuation of financial instruments is based on a three one three three Level 1 Level 2 1 Level 3 not The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables present the placement in the fair value hierarchy of financial liabilities measured at fair value as of December 31, 2020 2019: December 31, 2020 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value Pacific Western Bank note - A&R LSA $ — $ 9,842,069 $ — $ 10,292,485 December 31, 2019 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value Pacific Western Bank note - A&R LSA $ — $ 14,094,792 $ — $ 15,878,121 The fair value of debt is measured in accordance with ASU 2016 01, Financial Instruments Overall: Recognition and Measurement of Financial Assets and Financial Liabilities Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third Income Taxes The asset and liability method is used in the Company’s accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets when realization of the tax benefit is uncertain. A valuation allowance is recorded, if necessary, to reduce net deferred taxes to their realizable values if management believes it is more likely than not not The Company may not 50% Recent Accounting Pronouncements In October 2018, 2018 18, Collaborative Arrangements 808 808 606 2018 18" 2018 18 606 606 December 15, 2019, 2018 18 January 1, 2020 not December 31, 2020. In January 2017, No. 2017 04, Simplifying the Test for Goodwill Impairment not zero 2 zero December 31, 2020. not In June 2016, 2016 13, Financial Instruments Credit Losses, January 1, 2020. no |
Note 3 - Acquisition of RareGen
Note 3 - Acquisition of RareGen LLC (now Liquidia PAH, LLC) | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 3. On November 18, 2020 ( 1 Reasons for the Acquisition and Merger The Company acquired Liquidia PAH to improve financial strength and operational efficiencies including the generation of cash flow through sales of a generic version of Remodulin, which is a parenteral formulation of treprostinil, for the treatment of PAH. Strategically, the Company believes that its commercial presence in the field will enable an efficient launch of LIQ861 Merger Consideration The fair value of the purchase consideration or the purchase price, was approximately $20.8 million. The purchase consideration consisted of the 6,166,666 shares of Liquidia Corporation Common Stock based on a per share price of $3.38, which represented the closing price of Liquidia Technologies Common Stock on the Closing Date. 5,550,000 of the shares were issued as of December 31, 2020 The total purchase price and allocated purchase price is summarized as follows: Number of common shares to be issued to RareGen’s members 6,166,666 Multiplied by the fair value per share of Liquidia Technologies common stock $ 3.38 Total estimated purchase price $ 20,843,331 Accounting for the Acquisition The acquisition of Liquidia PAH was accounted for as a business combination and reflects the application of acquisition accounting in accordance with Accounting Standards Codification (ASC) 805, no one Purchase Price Allocation The preliminary purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed as of the Closing Date of November 18, 2020 Cash $ 1,000,000 Property and equipment 79,330 Prepaid and other current assets 30,190 Intangible asset 5,620,000 Contract acquisition costs 12,980,000 Indemnification asset 1,065,538 Goodwill 3,903,282 Less other current liabilities (492,499 ) Less refund liability (2,696,000 ) Less litigation finance payable, current (646,510 ) Total estimated purchase price $ 20,843,331 Contract Acquisition Costs, Intangible Asset and Goodwill Acquired Prior to the Merger Transaction, the Company did not May 2027 ( 2 December 31, 2020, December 31, 2020. December 31, 2020, December 31, 2020. The Company acquired goodwill in the Merger Transaction of $3,903,282 which primarily represents the Liquidia PAH assembled workforce and the residual value of the purchase consideration and assumed liabilities that exceeded the assets acquired (see Note 2 None Refund Liability In accordance with the Promotion Agreement, Liquidia PAH receives consideration from Sandoz in the form of a share of Net Profits for the promotional activities it performs. The share of Net Profits received is subject to adjustments from Sandoz for items such as distributor chargebacks, rebates, inventory returns, inventory write-offs and other adjustments (the “Net Profits Adjustment”). As of the date of the Merger Transaction, the Company identified approximately $2,696,000 of Net Profits Adjustment that are expected to be refunded to Sandoz during 2021 2021 December 31, 2020, fourth 2020 Indemnification Asset with Related Party and Litigation Finance Payable Prior to the Closing Date of the Merger Transaction, Liquidia PAH entered into a litigation financing arrangement (the “Financing Agreement”) with Henderson SPV, LLC (“Henderson”). Liquidia PAH, along with Sandoz (collectively the “Plaintiffs”), are pursuing litigation against United Therapeutics Corporation (“United Therapeutics”) and Smiths Medical ASC (see Note 13 Litigation proceeds will be split equally between Liquidia PAH and Sandoz. Litigation proceeds received by Liquidia PAH must be applied first In connection with the Merger Transaction, Liquidia PAH entered into a Litigation Funding and Indemnification Agreement (“Indemnification Agreement”) with PBM. PBM is considered to be a related party as it is controlled by a major stockholder (which beneficially owns approximately 11 percent of Liquidia Corporation Common Stock as of the date of these financial statements) and who is also a member of the Company’s Board of Directors. Prior to the Merger Transaction, Liquidia PAH was actively managing the litigation, and had sole decision-making authority over the litigation. Under the terms of the Indemnification Agreement, PBM now controls the litigation, with Liquidia PAH’s only requirement being to cooperate to support the litigation proceedings as needed. The Indemnification Agreement also provides that Liquidia PAH and its affiliates will not not not Legal expenses incurred for the United Therapeutics and Smiths Medical ASC litigation are recorded as an increase to the Indemnification Asset. Subsequent Deployments received from Henderson are recorded as an increase to the Litigation Finance Payable. As of December 31, 2020, 2021. Liquidia PAH Results of Operations Liquidia PAH’s results of operations and cash flows are included in the Company’s consolidated financial statements for the period subsequent to November 18, 2020 December 31, 2020, December 31, 2020. November 18, 2020 December 31, 2020, December 31, 2020 Revenue $ 739,628 Costs and expenses: Cost of revenue 237,712 Research and development 35,919 General and administrative 216,787 Total costs and expenses 490,418 Total operating income and net income $ 249,210 Transaction Costs In connection with the Merger Transaction, the Company incurred significant one December 31, 2020 December 31, 2020. Supplemental Pro Forma Financial Information The following unaudited pro forma financial information assumes the companies were combined as of January 1, 2019. not January 1, 2019, January 1, 2019 ( Years Ended December 31, 2020 2019 Revenue $ 4,756,625 $ 18,160,476 Net loss $ (57,406,967 ) $ (52,876,681 ) Net loss per common share, basic and diluted $ (1.48 ) $ (2.15 ) |
Note 4 - Stockholders' Equity
Note 4 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 4. Equity Authorized Capital As of December 31, 2020, Common Stock Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of the common stock shall be entitled to receive that portion of the remaining funds to be distributed to the stockholders, subject to the liquidation preferences of any outstanding preferred stock, if any. Such funds shall be paid to the holders of common stock on the basis of the number of shares so held by each of them. Issuance of Common Stock on July 2, 2020 On June 29, 2020, The Offering closed on July 2, 2020. LIQ861, LIQ865 Issuance of Common Stock from the Private Placement in December 2019 On December 23, 2019, December 27, 2019. Issuance of Common Stock from the ATM Agreement Commencing in August 2019 Liquidia Technologies entered into a sales agreement (the “ATM Agreement”) with Jefferies LLC (“Jefferies”) to issue and sell shares of Liquidia Technologies common stock, having an aggregate offering price of up to $40.0 million, from time to time during the term of the ATM Agreement, through an “at-the-market” equity offering program at Liquidia Technologies’ sole discretion, under which Jefferies acted as Liquidia Technologies’ agent and/or principal. Liquidia Technologies paid Jefferies a commission equal to 3.0% of the gross proceeds of any common stock sold through Jefferies under the ATM Agreement. During the year ended December 31, 2020, December 31, 2019, Issuance of Common Stock from an Underwritten Public Offering in March 2019 In March 2019, Warrants During the year ended December 31, 2020, December 31, 2019, December 31, 2020 2019, 106,274 $0.0168 December 31, 2026. |
Note 5 - Share-based Compensati
Note 5 - Share-based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Share-based Payment Arrangement [Text Block] | 5. The Company’s 2020 “2020 November 2020. 2020 2018 2020 2020 2020 January 1 2030, December 31, January 1, 2021, 2020 The Company’s 2018 “2018 July 2018. 2018 2018 On January 1, 2019, 2018 1,600,000 January 1, 2020, 2018 2018 2018 2020 2018 2018 2018 not 2020 December 31, 2020, 2018 2018 The 2018 2016 2004 2016 2004 2018 2016 2004 2016 2004 2016 2004 not 2018 December 31, 2020, 2016 2004 2016 2004 During December 2020, 2020 first December 14, 2020 thirty-six LIQ861 June 30, 2022, one December 31, 2021, Share-Based Compensation Valuation and Expense The Company accounts for its employee share-based compensation plans using the fair value method. The fair value method requires the Company to estimate the grant-date fair value of its share-based awards and amortize this fair value to compensation expense over the requisite service period or vesting term. The fair value of each option grant is estimated using a Black-Scholes option-pricing model. For restricted stock units (“RSUs”), the grant-date fair value is based upon the market price of the Company’s common stock on the date of the grant. This fair value is then amortized to compensation expense over the requisite service period or vesting term. The Company recorded the following share-based compensation expense: Year Ended December 31, By Expense Category: 2020 2019 Research and development $ 1,099,000 $ 1,119,382 General and administrative 2,855,000 2,256,923 Total $ 3,954,000 $ 3,376,305 Year Ended December 31, By Type of Award: 2020 2019 Stock Options $ 3,817,000 $ 3,240,376 Restricted Stock Units 137,000 135,929 Total $ 3,954,000 $ 3,376,305 The following table summarizes the unamortized compensation expense and the remaining years over which such expense would be expected to be recognized, on a weighted-average basis, by type of award: As of December 31, 2020 Unamortized Expense Weighted Average Remaining Recognition Period (Years) Stock Options $ 10,977,000 3.5 Restricted Stock Units $ 359,000 3.1 Stock Options The following table summarizes the assumptions used for estimating the fair value of stock options granted under the Black-Scholes option-pricing model during: Year Ended December 31, 2020 2019 Expected dividend yield —% —% Risk-free interest rate 0.40% - 1.60% 1.40% - 2.40% Expected Volatility 87% - 94% 83% - 88% Expected life (years) 5.8 - 6.2 6.04 As a result of using these assumptions in the Black-Scholes option-pricing model, the weighted average fair value for options granted during the years ended December 31, 2020 2019 The following describes each of these assumptions and the Company’s methodology for determining each assumption: Expected Dividend Yield The dividend yield percentage is zero because the Company neither currently pays dividends nor intends to do so during the expected option term. Risk-Free Interest Rate The risk-free interest rate is based on the U.S. Treasury yield curve approximating the term of the expected life of the award in effect on the date of grant. Expected Volatility Expected stock price volatility is based on a weighted average of several peer public companies and the historical volatility of the Company’s common stock during the period for which it has traded since the initial public offering. For purposes of identifying peer companies, the Company considered characteristics such as industry, length of trading history and similar vesting terms. Expected Life The expected life represents the period the awards are expected to be outstanding. The Company’s historical share option exercise experience does not The following table summarizes the Company’s stock option activity, including the CEO Option, during the year ended December 31, 2020: Number of Shares Weighted Average Exercise Price Weighted Average Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2019 2,052,976 $ 9.33 Granted 3,481,191 $ 3.75 Exercised (91,413 ) $ 2.28 Cancelled (750,683 ) $ 8.22 Outstanding as of December 31, 2020 4,692,071 $ 5.51 7.2 $ 37,996 Exercisable as of December 31, 2020 1,167,357 $ 8.77 2.9 $ 1,196 Vested and expected to vest as of December 31, 2020 4,572,623 $ 5.47 7.2 $ 37,996 The aggregate intrinsic value of stock options in the table above represents the difference between the $2.95 closing price of the Company’s common stock as of December 31, 2020 The following table summarizes information about the Company’s stock options as of December 31, 2020: Exercise Price or Range of Exercise Price Options Outstanding Weighted Average Contractual Life (Years) Options Exercisable $1.85 to $2.79 233,771 9.8 3,771 $3.00 2,000,000 9.9 — $3.14 to $3.40 595,233 6.0 78,174 $3.64 to $7.95 670,899 5.8 308,379 $8.00 to $9.01 8,780 4.9 6,213 $9.31 515,990 2.8 394,976 $10.04 to $21.36 667,398 3.9 375,844 4,492,071 7.2 1,167,357 Additional information related to our stock options is summarized below: Year Ended December 31, 2020 2019 Intrinsic value of options exercised $ 176,433 $ 266,040 Fair value of options vested $ 4,178,659 $ 4,131,982 During the years ended December 31, 2020 2019, Restricted Stock Unit Awards During the year ended December 31, 2020, four A summary of nonvested RSU awards outstanding as of December 31, 2020 Number of RSUs Weighted Average Grant-Date Fair Value (per RSU) Nonvested as of December 31, 2019 7,493 $ 28.87 Granted 138,614 3.32 Vested (2,810 ) 28.87 Forfeited (55,166 ) 3.31 Nonvested as of December 31, 2020 88,131 $ 4.68 Employee Stock Purchase Plan In May 2019, 2019 “2019 2019 six March September September 3, 2019. 2019 first September 1, 2019 February 28, 2020, 85% February 28, 2020, second March 1, 2020 August 31, 2020, August 31, 2020, In November 2020, 2020 “2020 2020 2019 December 31, 2020, 2020 2020 six March September three June 1, 2021, six 2020 |
Note 6 - License Agreements
Note 6 - License Agreements | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
License Agreements [Text Block] | 6. The Company performs research under a license agreement with The University of North Carolina at Chapel Hill (“UNC”) as amended to date (the “UNC Letter Agreement”). As part of the UNC Letter Agreement, the Company holds an exclusive license to certain research and development technologies and processes in various stages of patent pursuit, for use in its research and development and commercial activities, with a term until the expiration date of the last to expire patent subject to the UNC Letter Agreement, subject to industry standard contractual compliance. Under the UNC Letter Agreement, the Company is obligated to pay UNC royalties equal to a low single digit percentage of all net sales of drug products whose manufacture, use or sale includes any use of the technology or patent rights covered by the UNC Letter Agreement. The Company may |
Note 7 - Revenue From Contracts
Note 7 - Revenue From Contracts With Customers | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | 7. The Company derived its revenue during the year ended December 31, 2020 December 31, 2019, The Company’s research, development and licensing agreements provide for multiple promised goods and services to be satisfied by the Company and include a license to the Company’s technology in a particular field of study, participation in collaboration committees, performance of certain research and development services and obligations for certain manufacturing services. The transaction price for these contracts includes non-refundable fees and fees for research and development services. Non-refundable up-front fees which may may not December 31, 2020. not The estimate of the research services to be provided through the Technology Transfer requires significant judgment to evaluate assumptions regarding the level of effort required for the Company to have performed sufficient obligations for the customer to be able to utilize the licensed technology without requiring further services from the Company. If the estimated level of effort changes, the remaining deferred revenue is recognized over the revised period in which the expected research services and Technology Transfer are required. Changes in estimates occur for a variety of reasons, including but not No royalties have been recognized during the years ended December 31, 2020 2019. In September 2015, February 2016, 606 In July 2018, 1 June 2019, third three 3 no December 31, 2019. not The following tables represent a disaggregation of revenue by each significant research, development and licensing agreement and payment type for the years ended December 31, 2020 2019: Revenue for the Year Ended December 31, 2020 2019 Sandoz Promotion Agreement $ 739,628 — GSK Inhaled revenue: Non-refundable milestones — 1,345,320 Non-refundable upfront payments — 6,726,600 Total GSK Inhaled revenue — 8,071,920 Other research and development services — 200 Total Revenue $ 739,628 8,072,120 Deferred Sublicense Payments Sublicense payments to UNC are considered direct and incremental fulfillment costs of the Company’s research, development and licensing agreements as the PRINT technology resources used by the Company are continually researched by UNC. These costs are deferred and then amortized into Cost of Sales over the same estimated period of benefit as the period of the underlying revenue recognition. In conjunction with the June 2019 December 31, 2019. |
Note 8 - Property, Plant and Eq
Note 8 - Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 8. Property, plant and equipment consisted of the following: December 31, December 31, 2020 2019 Lab and build-to-suit equipment $ 7,499,645 $ 7,562,263 Office equipment 31,205 128,669 Furniture and fixtures 257,774 237,951 Computer equipment and software 404,558 804,046 Leasehold improvements 11,524,738 11,762,351 Construction-in-progress 65,820 91,797 Total property, plant and equipment 19,783,740 20,587,077 Accumulated depreciation and amortization (12,978,170 ) (11,333,112 ) Property, plant and equipment, net $ 6,805,570 $ 9,253,965 The Company recorded depreciation and amortization expense of $2,856,914 and $2,567,742 for the years ended December 31, 2020 2019, December 31, 2020 2019. The following table details the activity of Construction in Progress (“CIP”) in 2020 2019 Leasehold Build-to-suit Lab Improvements Equipment Equipment Total Balance as of December 31, 2018 $ 63,351 $ — $ 91,797 $ 155,148 Add: Purchases related to CIP 2,820,640 — — 2,820,640 Less: Transfer due to being placed in service (2,883,991 ) — — (2,883,991 ) Balance as of December 31, 2019 — — 91,797 91,797 Add: Acquired in Merger Transaction — 65,820 — 65,820 Less: Transfer due to being placed in service — — (91,797 ) (91,797 ) Balance as of December 31, 2020 $ — $ 65,820 $ — $ 65,820 |
Note 9 - Income Taxes
Note 9 - Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 9. No provision for federal and state income tax expense has been recorded for the years ended December 31, 2020 2019 Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows as of December 31, 2020 2019: 2020 2019 Deferred income tax assets: Tax loss carryforwards $ 54,844,147 $ 42,107,372 Research and development credits 3,995,782 3,016,889 Share-based compensation 1,501,172 973,905 Lease liability 1,576,326 1,508,645 Compensation 193,490 564,572 Fixed assets 17,421 — Refund liability 620,442 — Patent amortization 76,017 86,985 Other 267,422 55,972 Valuation allowance (61,595,499 ) (47,505,967 ) Total deferred income tax assets 1,496,720 808,373 Deferred income tax liabilities: Fixed assets — 158,787 Section 481(a) adjustment 62,420 Intangible assets 675,866 — Right of use asset 758,434 649,586 Total deferred income tax liabilities 1,496,720 808,373 Total net deferred tax $ — $ — As of December 31, 2020 2019, not not 2020 As of December 31, 2020, 2024 2021 December 31, 2020, 2026. The Internal Revenue Code of 1986, The reasons for the difference between actual income tax expense for the years ended December 31, 2020 2019 2020 2019 % of Pretax % of Pretax Amount Earnings Amount Earnings Income tax benefit at statutory rate $ (12,550,174 ) 21.0 % $ (10,019,974 ) 21.0 % State income taxes, net of federal tax benefit (1,203,286 ) 2.0 (957,616 ) 2.0 Non-deductible expenses 2,929 — 94,903 (0.2 ) Share-based compensation 247,011 (0.4 ) 258,338 (0.5 ) Transaction costs 573,494 (1.0 ) — — Credits (978,793 ) 1.6 (634,842 ) 1.3 Change in state rate (667 ) — 3,887 — Other (70,721 ) 0.1 77,009 (0.1 ) Change in valuation allowance 13,980,207 (23.3 ) 11,178,295 (23.5 ) Provision for income taxes $ — 0.0 % $ — 0.0 % The Company has determined that there may December 31, 2020 2019, Balance at December 31, 2018 $ — Increases related to 2019 158,710 Increases related to prior periods — Balance at December 31, 2019 158,710 Increases related to 2020 244,698 Increases related to prior periods — Balance at December 31, 2020 $ 403,408 The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not no December 31, 2020. not December 31, 2020 2019, no December 31, 2020 2019. The Company has all tax years open to examination by federal tax and state tax jurisdictions. No |
Note 10 - Leases, Commitments a
Note 10 - Leases, Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Leases and Other Commitments [Text Block] | 10. Leases The Company leases certain laboratory space, office space, and equipment. Leases with an initial term of 12 not 842, one not The Company conducts its operations from leased facilities in Morrisville, North Carolina. As of December 31, 2020, October 31, 2026. November 2018, October 31, 2026 first 12 June 2019, 2019 2019. 2019 The Company leases specialized laboratory equipment under finance leases. The related right-of-use assets are amortized on a straight-line basis over the lesser of the lease term or the estimated useful life of the asset. The Company does not The Company’s lease cost is reflected in the accompanying Statements of Operations and Comprehensive Loss as follows: Year Ended December 31, Classification 2020 2019 Operating lease cost General and administrative $ 780,470 $ 884,597 Finance lease cost: Amortization of lease assets General and administrative 1,356,307 1,316,924 Interest on lease liabilities Interest expense 125,659 190,687 Total Lease Cost $ 2,262,436 $ 2,392,208 The weighted average remaining lease term and discount rates as of December 31, 2020 Weighted average remaining lease term (years): Operating leases 5.8 Finance leases 0.9 Weighted average discount rate: Operating leases 10.3 % Finance leases 7.3 % The discount rate for operating leases was estimated based upon market rates of collateralized loan obligations of comparable companies on comparable terms. The future minimum lease payments as of December 31, 2020 Operating Finance Year ending December 31: Leases Leases Total 2021 $ 1,207,708 $ 957,193 $ 2,164,901 2022 1,243,934 260,857 1,504,791 2023 1,283,253 — 1,283,253 2024 1,316,540 — 1,316,540 2025 1,355,923 — 1,355,923 Thereafter 1,157,807 — 1,157,807 Total minimum lease payments 7,565,165 1,218,050 8,783,215 Less: Interest (1,894,194 ) (39,430 ) (1,933,624 ) Present value of lease liabilities $ 5,670,971 $ 1,178,620 $ 6,849,591 Other Commitments and Contingencies In connection with the Merger Transaction, we agreed to issue additional consideration of up to 2,708,333 additional shares of common stock to the former equity holders of Raregen (now Liquidia PAH) contingent on achievement of certain Liquidia PAH revenue targets during the year ending December 31, 2021. December 31, 2020, In March 2012, no none December 31, 2020. We enter into contracts in the normal course of business with contract service providers to assist in the performance of our research and development and manufacturing activities. Subject to required notice periods and our obligations under binding purchase orders, we can elect to discontinue the work under these agreements at any time. In addition, we have entered into a multi-year agreement with LGM Pharma, LLC (LGM) to produce active pharmaceutical ingredients for LIQ861. five first LIQ861. December 31, 2021. The Company from time-to-time is subject to claims and litigation in the normal course of business, none 13 We also have employment agreements with certain employees which require the funding of a specific level of payments, if certain events, such as a change in control or termination without cause, occur. |
Note 11 - Long-term Debt
Note 11 - Long-term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | 11. Long-term debt consisted of the following as of December 31, 2020 2019: December 31, December 31, Maturity Date 2020 2019 Pacific Western Bank note October 25, 2022 $ 10,292,485 $ 15,878,121 Less current portion — (5,585,637 ) Long-term debt, less current portion $ 10,292,485 $ 10,292,484 Pacific Western Bank In October 2018, four October 2022. second $5.0 June 30, 2019. second LIQ861 two second May 2019 December 31, 2019. The A&R LSA carried a one October 27, 2020. December 2019 December 2019. December 31, 2020 2019. ten one 15 In May 2019, December 31, 2019. December 31, 2020, On July 3, 2020, not 30 not On February 26, 2021 ( two March 1, 2021 December 31, 2020 470 10 45 14. 14 |
Note 12 - Defined Contribution
Note 12 - Defined Contribution Retirement Plan | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Defined Contribution Plan [Text Block] | 12. The Company maintains a defined contribution 401 sixty may December 31, 2020 2019 December 31, 2020 2019, |
Note 13 - Legal Proceedings
Note 13 - Legal Proceedings | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Legal Matters and Contingencies [Text Block] | 13. LIQ861 On June 4, 2020, No. 1:20 00755 9,604,901, “’901 9,593,066, “’066 July 16, 2020, ’901 ’066 LIQ861 LIQ861, LIQ861, LIQ861 505 2 LIQ861 30 LIQ861 LIQ861 505 2 LIQ861 On July 21, 2020, No. 10,716,793 “793 July 22, 2020, ‘793 LIQ861. ‘793 30 LIQ861, ‘901 ‘066 ‘793 LIQ861. ‘793 November 3, 2020. On July 30, 2020, May 2021 March 2022. On March 30, 2020, two ‘901 ‘901 second ‘066 ‘066 ‘901 ‘066 No. 8,497,393 2016 October 13, 2020, ‘901 ‘066 ‘066 not one ‘901 12 On January 7, 2021, ‘793 ‘793 third 2021, ‘793 12 Liquidia PAH-Related Litigation On April 16, 2019, No. No. 3:19 10170 1890, March 20, 2020, first 2015, not On January 29, 2020, November 6, 2020, 3 3 3 3 3 10 |
Note 14 - Subsequent Event
Note 14 - Subsequent Event | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 14. On February 26, 2021 ( two The Loan Agreement established a term loan facility in the aggregate principal amount of up to $20.5 million (the “Term Loan Facility”). An initial $10.5 million (the “Term A Loan”) was funded to the Company on the Effective Date. Availability of $5.0 million under the second LIQ861 June 30, 2022, third LIQ861 December 31, 2022. October 26, 2018, As security for its obligations under the Loan Agreement, Liquidia granted Lender a continuing security interest in substantially all of the assets of Liquidia, other than intellectual property. The Term Loans made under the Term Loan Facility mature on September 1, 2024 ( March 31, 2023 ( four x five In the event that Liquidia elects to terminate the Term Loan Facility in its entirety, it may five 5.0% Subject to certain exceptions, the Loan Agreement contains covenants prohibiting the Company from, among other things, and subject to certain limited exceptions: (a) conveying, selling, leasing, transferring or otherwise disposing of its properties or assets; (b) liquidating or dissolving; (c) engaging in any business other than the business currently engaged in or reasonably related thereto by it or any of its subsidiaries; (d) engaging in mergers or acquisitions; (e) incurrence of additional indebtedness; (f) allowing any lien or encumbrance on any of its property; (g) paying any dividends; (h) repurchasing its equity; and (i) making payment on subordinated debt. In addition, the Loan Agreement requires Liquidia to maintain an unrestricted and unencumbered “Minimum Cash Balance” (as defined therein) equal to at least (i) $30.0 million during the period commencing on the Effective Date and including the date immediately prior to the funding date of the Term B Loan (the “Term B Loan Funding Date”) and (ii) during the period commencing on the Term B Loan Funding Date through and including the date immediately prior to the funding date of the Term C Loan (the “Term C Loan Funding Date”), $35.0 million. Moreover, in the event the Minimum Cash Balance is not March 31, 2021, June 30, 2021, September 30, 2021, December 31, 2021, March 31, 2022 June 30, 2022 provided however provided further no The Loan Agreement also contains customary events of default, including among other things, the Company’s failure to make any principal or interest payments when due, the occurrence of certain bankruptcy or insolvency events or the Company’s breach of the covenants under the Loan Agreement, or other material adverse changes relating to Liquidia. Furthermore, per the Loan Agreement, an event of default shall occur upon any formal court ruling against Liquidia that the Lender determines in its good faith busines judgment is reasonably likely to prohibit its ability to obtain final approval from the FDA with respect to its New Drug Application for LIQ861 LIQ861 may, In connection with the Loan Agreement, the Company issued to the Lender a warrant, dated as of the Effective Date (the “Warrant”) to purchase up to 200,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), of which ( x 10 ten 10 not one |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The Company has prepared the accompanying financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”). Such financial statements reflect all adjustments that are, in management’s opinion, necessary to present fairly, in all material respects, the Company’s financial position, results of operations and cash flows and are presented in U.S. Dollars. |
Consolidation, Policy [Policy Text Block] | Consolidation The accompanying consolidated financial statements include the Company’s wholly owned subsidiaries, Liquidia Technologies and Liquidia PAH. All intercompany accounts and transactions have been eliminated. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. These estimates are based on historical experience and various other assumptions believed reasonable under the circumstances. The Company evaluates its estimates on an ongoing basis and makes changes to the estimates and related disclosures as experience develops or new information becomes known. Actual results will most likely differ from those estimates. |
Reclassification, Comparability Adjustment [Policy Text Block] | Revision of Previously Issued Financial Statements During the three June 30, 2020, December 31, 2019. not December 31, 2019 Year Ended December 31, 2019 As Presented As Revised Net loss per common share: Diluted $ (2.59 ) $ (2.57 ) Diluted weighted average shares outstanding 18,371,083 18,482,455 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash The Company considers all highly liquid investments with a maturity of three December 31, 2020 2019. |
Accounts Receivable [Policy Text Block] | Accounts Receivable Accounts receivable are stated at net realizable value including an allowance for doubtful accounts as of each balance sheet date, if applicable. The Company has not December 31, 2020 2019. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of default by the financial institutions holding its cash to the extent of amounts recorded on the balance sheet. With regard to cash, 99% of the Company’s cash is held on deposit with Pacific Western Bank (“Pacific Western”). With regard to revenues and concentration of credit risk, GlaxoSmithKline plc (“GSK” and “GSK Inhaled”) accounted for $0 and $8.1 million of our revenue during the years ended December 31, 2020 2019, December 31, 2020 2019, |
Lessee, Leases [Policy Text Block] | Leases In February 2016, 2016 02, Leases 842 2016 02” 842, January 1, 2019, 2016 02 January 1, 2019. 842 January 1, 2019. 2016 02 no The provisions of ASU 2016 02 not 12 12 |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment is computed using the straight-line method over the estimated useful lives of the assets beginning when the assets are placed in service. Estimated useful lives for the major asset categories are: Lab and build-to-suit equipment (years) 5 - 7 Office equipment (years) 5 Furniture and fixtures (years) 10 Computer equipment (years) 3 Leasehold improvements Lesser of life of the asset or remaining lease term Major renewals and improvements are capitalized to the extent that they increase the useful economic life or increase the expected economic benefit of the underlying asset. Maintenance and repairs are charged to operations as incurred. When items of property, plant and equipment are sold or retired, the related cost and accumulated depreciation or amortization is removed from the accounts, and any gain or loss is included in operating expenses in the accompanying Statements of Operations and Comprehensive Loss. |
Business Combinations Policy [Policy Text Block] | Business Combination In a business combination, the acquisition method of accounting requires that the assets acquired and liabilities assumed be recorded as of the date of the acquisition at their respective fair values with limited exceptions. Assets acquired and liabilities assumed in a business combination that arise from contingencies are generally recognized at fair value. If fair value cannot be determined, the asset or liability is recognized if probable and reasonably estimable; if these criteria are not no |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets The Company reviews long-lived assets, including definite-life intangible assets, for realizability on an ongoing basis. Changes in depreciation and amortization, generally accelerated depreciation and variable amortization, are determined and recorded when estimates of the remaining useful lives or residual values of long-term assets change. The Company also reviews for impairment when conditions exist that indicate the carrying amount of the assets may not no |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill The Company acquired goodwill on its balance sheet during the fourth 2020 July 1 may not first not not Per ASU 2017 04 not As of December 31, 2020 no not |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition from Promotion Agreements The Company recognizes revenue in accordance with Accounting Standards Update (ASU) 2014 09, Revenue from Contracts with Customers (Topic 606 606 five ● Step 1: ● Step 2: ● Step 3: ● Step 4: ● Step 5: In order to identify the performance obligations in a contract with a customer, the Company assesses the promised goods or services in the contract and identifies each promised good or service that is distinct. If a good or service is not The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not Revenue is measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a service to a customer. The amount of revenue recognized reflects estimates for refunds and returns, which are presented as a reduction of Accounts receivable where the right of setoff exists. On August 1, 2018, first The Company determined that certain activities within the contract are within the scope of ASC 808, Collaborative Arrangements In addition, the Company determined that the services provided under the Promotion Agreement fall within the scope of Topic 606. one one 2018 18: Clarifying the Interaction between Topic 808 606 606. Revenue Recognition from Research and Development Services The Company derives collaboration revenue primarily from licensing its proprietary PRINT technology and from performing research and development services. Collaboration revenues are recognized as services are performed in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services and technology. The Company’s research, development and licensing agreements provide for multiple promised goods and services to be satisfied by the Company and include a license to the Company’s technology in a particular field of study, participation in collaboration committees, performance of certain research and development services and obligations for certain manufacturing services. The transaction price for these contracts includes non-refundable fees and fees for research and development services. Non-refundable up-front fees which may may may not December 31, 2020 December 31, 2019. not The estimate of the research services to be provided through the Technology Transfer requires significant judgment to evaluate assumptions regarding the level of effort required for the Company to have performed sufficient obligations for the customer to be able to utilize the licensed technology without requiring further services from the Company. If the estimated level of effort changes, the remaining deferred revenue is recognized over the revised period in which the expected research services and Technology Transfer are required. Changes in estimates occur for a variety of reasons, including but not Royalties related to product sales will be recognized as revenue when the sale occurs since payments relate directly to products that will have been fully developed and for which the Company will have satisfied all of its performance obligations. |
Segment Reporting, Policy [Policy Text Block] | Segment Information U.S. GAAP requires segmentation based on an entity’s internal organization and reporting of revenue and operating income based upon internal accounting methods commonly referred to as the “management approach.” Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (CODM), or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it has one |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Expense Research and development costs are expensed as incurred and include direct costs incurred to third |
Patent Maintenance, Policy [Policy Text Block] | Patent Maintenance The Company is responsible for all patent costs, past and future, associated with the preparation, filing, prosecution, issuance, maintenance, enforcement and defense of United States patent applications. Such costs are recorded as general and administrative expenses as incurred. To the extent that the Company’s licensees share these costs, such benefit is recorded as a reduction of the related expenses. |
Share-based Payment Arrangement [Policy Text Block] | Share-Based Compensation The Company estimates the grant date fair value of its share-based awards and amortizes this fair value to compensation expense over the requisite service period or vesting term (see Note 5 |
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the diluted net loss per share calculation, stock options and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. Due to their anti-dilutive effect, the calculation of diluted net loss per share for the years ended December 31, 2020 2019 not Year Ended December 31, 2020 2019 Stock options 2,652,525 1,979,411 Restricted stock units 98,705 — Total 2,751,230 1,979,411 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The carrying values of cash, accounts receivable, and accounts payable at December 31, 2020 2019 The Company’s valuation of financial instruments is based on a three one three three Level 1 Level 2 1 Level 3 not The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables present the placement in the fair value hierarchy of financial liabilities measured at fair value as of December 31, 2020 2019: December 31, 2020 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value Pacific Western Bank note - A&R LSA $ — $ 9,842,069 $ — $ 10,292,485 December 31, 2019 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value Pacific Western Bank note - A&R LSA $ — $ 14,094,792 $ — $ 15,878,121 The fair value of debt is measured in accordance with ASU 2016 01, Financial Instruments Overall: Recognition and Measurement of Financial Assets and Financial Liabilities |
Deferred Charges, Policy [Policy Text Block] | Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third |
Income Tax, Policy [Policy Text Block] | Income Taxes The asset and liability method is used in the Company’s accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets when realization of the tax benefit is uncertain. A valuation allowance is recorded, if necessary, to reduce net deferred taxes to their realizable values if management believes it is more likely than not not The Company may not 50% |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In October 2018, 2018 18, Collaborative Arrangements 808 808 606 2018 18" 2018 18 606 606 December 15, 2019, 2018 18 January 1, 2020 not December 31, 2020. In January 2017, No. 2017 04, Simplifying the Test for Goodwill Impairment not zero 2 zero December 31, 2020. not In June 2016, 2016 13, Financial Instruments Credit Losses, January 1, 2020. no |
Note 2 - Basis of Presentatio_2
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Tables | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | Year Ended December 31, 2019 As Presented As Revised Net loss per common share: Diluted $ (2.59 ) $ (2.57 ) Diluted weighted average shares outstanding 18,371,083 18,482,455 |
Schedule of Property, Plant and Equipment, Useful Life [Table Text Block] | Lab and build-to-suit equipment (years) 5 - 7 Office equipment (years) 5 Furniture and fixtures (years) 10 Computer equipment (years) 3 Leasehold improvements Lesser of life of the asset or remaining lease term |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Year Ended December 31, 2020 2019 Stock options 2,652,525 1,979,411 Restricted stock units 98,705 — Total 2,751,230 1,979,411 |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block] | December 31, 2020 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value Pacific Western Bank note - A&R LSA $ — $ 9,842,069 $ — $ 10,292,485 December 31, 2019 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value Pacific Western Bank note - A&R LSA $ — $ 14,094,792 $ — $ 15,878,121 |
Note 3 - Acquisition of RareG_2
Note 3 - Acquisition of RareGen LLC (now Liquidia PAH, LLC) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Number of common shares to be issued to RareGen’s members 6,166,666 Multiplied by the fair value per share of Liquidia Technologies common stock $ 3.38 Total estimated purchase price $ 20,843,331 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Cash $ 1,000,000 Property and equipment 79,330 Prepaid and other current assets 30,190 Intangible asset 5,620,000 Contract acquisition costs 12,980,000 Indemnification asset 1,065,538 Goodwill 3,903,282 Less other current liabilities (492,499 ) Less refund liability (2,696,000 ) Less litigation finance payable, current (646,510 ) Total estimated purchase price $ 20,843,331 |
Business Acquisition, Pro Forma Information [Table Text Block] | Revenue $ 739,628 Costs and expenses: Cost of revenue 237,712 Research and development 35,919 General and administrative 216,787 Total costs and expenses 490,418 Total operating income and net income $ 249,210 Years Ended December 31, 2020 2019 Revenue $ 4,756,625 $ 18,160,476 Net loss $ (57,406,967 ) $ (52,876,681 ) Net loss per common share, basic and diluted $ (1.48 ) $ (2.15 ) |
Note 5 - Share-based Compensa_2
Note 5 - Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Tables | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Year Ended December 31, By Expense Category: 2020 2019 Research and development $ 1,099,000 $ 1,119,382 General and administrative 2,855,000 2,256,923 Total $ 3,954,000 $ 3,376,305 Year Ended December 31, By Type of Award: 2020 2019 Stock Options $ 3,817,000 $ 3,240,376 Restricted Stock Units 137,000 135,929 Total $ 3,954,000 $ 3,376,305 |
Share-based Payment Arrangement, Nonvested Award, Cost [Table Text Block] | As of December 31, 2020 Unamortized Expense Weighted Average Remaining Recognition Period (Years) Stock Options $ 10,977,000 3.5 Restricted Stock Units $ 359,000 3.1 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Year Ended December 31, 2020 2019 Expected dividend yield —% —% Risk-free interest rate 0.40% - 1.60% 1.40% - 2.40% Expected Volatility 87% - 94% 83% - 88% Expected life (years) 5.8 - 6.2 6.04 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Number of Shares Weighted Average Exercise Price Weighted Average Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2019 2,052,976 $ 9.33 Granted 3,481,191 $ 3.75 Exercised (91,413 ) $ 2.28 Cancelled (750,683 ) $ 8.22 Outstanding as of December 31, 2020 4,692,071 $ 5.51 7.2 $ 37,996 Exercisable as of December 31, 2020 1,167,357 $ 8.77 2.9 $ 1,196 Vested and expected to vest as of December 31, 2020 4,572,623 $ 5.47 7.2 $ 37,996 |
Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | Exercise Price or Range of Exercise Price Options Outstanding Weighted Average Contractual Life (Years) Options Exercisable $1.85 to $2.79 233,771 9.8 3,771 $3.00 2,000,000 9.9 — $3.14 to $3.40 595,233 6.0 78,174 $3.64 to $7.95 670,899 5.8 308,379 $8.00 to $9.01 8,780 4.9 6,213 $9.31 515,990 2.8 394,976 $10.04 to $21.36 667,398 3.9 375,844 4,492,071 7.2 1,167,357 |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value [Table Text Block] | Year Ended December 31, 2020 2019 Intrinsic value of options exercised $ 176,433 $ 266,040 Fair value of options vested $ 4,178,659 $ 4,131,982 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | Number of RSUs Weighted Average Grant-Date Fair Value (per RSU) Nonvested as of December 31, 2019 7,493 $ 28.87 Granted 138,614 3.32 Vested (2,810 ) 28.87 Forfeited (55,166 ) 3.31 Nonvested as of December 31, 2020 88,131 $ 4.68 |
Note 7 - Revenue From Contrac_2
Note 7 - Revenue From Contracts With Customers (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Revenue for the Year Ended December 31, 2020 2019 Sandoz Promotion Agreement $ 739,628 — GSK Inhaled revenue: Non-refundable milestones — 1,345,320 Non-refundable upfront payments — 6,726,600 Total GSK Inhaled revenue — 8,071,920 Other research and development services — 200 Total Revenue $ 739,628 8,072,120 |
Note 8 - Property, Plant and _2
Note 8 - Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, December 31, 2020 2019 Lab and build-to-suit equipment $ 7,499,645 $ 7,562,263 Office equipment 31,205 128,669 Furniture and fixtures 257,774 237,951 Computer equipment and software 404,558 804,046 Leasehold improvements 11,524,738 11,762,351 Construction-in-progress 65,820 91,797 Total property, plant and equipment 19,783,740 20,587,077 Accumulated depreciation and amortization (12,978,170 ) (11,333,112 ) Property, plant and equipment, net $ 6,805,570 $ 9,253,965 |
Schedule of Construction In Progress Roll forward [Table Text Block] | Leasehold Build-to-suit Lab Improvements Equipment Equipment Total Balance as of December 31, 2018 $ 63,351 $ — $ 91,797 $ 155,148 Add: Purchases related to CIP 2,820,640 — — 2,820,640 Less: Transfer due to being placed in service (2,883,991 ) — — (2,883,991 ) Balance as of December 31, 2019 — — 91,797 91,797 Add: Acquired in Merger Transaction — 65,820 — 65,820 Less: Transfer due to being placed in service — — (91,797 ) (91,797 ) Balance as of December 31, 2020 $ — $ 65,820 $ — $ 65,820 |
Note 9 - Income Taxes (Tables)
Note 9 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Tables | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2020 2019 Deferred income tax assets: Tax loss carryforwards $ 54,844,147 $ 42,107,372 Research and development credits 3,995,782 3,016,889 Share-based compensation 1,501,172 973,905 Lease liability 1,576,326 1,508,645 Compensation 193,490 564,572 Fixed assets 17,421 — Refund liability 620,442 — Patent amortization 76,017 86,985 Other 267,422 55,972 Valuation allowance (61,595,499 ) (47,505,967 ) Total deferred income tax assets 1,496,720 808,373 Deferred income tax liabilities: Fixed assets — 158,787 Section 481(a) adjustment 62,420 Intangible assets 675,866 — Right of use asset 758,434 649,586 Total deferred income tax liabilities 1,496,720 808,373 Total net deferred tax $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2020 2019 % of Pretax % of Pretax Amount Earnings Amount Earnings Income tax benefit at statutory rate $ (12,550,174 ) 21.0 % $ (10,019,974 ) 21.0 % State income taxes, net of federal tax benefit (1,203,286 ) 2.0 (957,616 ) 2.0 Non-deductible expenses 2,929 — 94,903 (0.2 ) Share-based compensation 247,011 (0.4 ) 258,338 (0.5 ) Transaction costs 573,494 (1.0 ) — — Credits (978,793 ) 1.6 (634,842 ) 1.3 Change in state rate (667 ) — 3,887 — Other (70,721 ) 0.1 77,009 (0.1 ) Change in valuation allowance 13,980,207 (23.3 ) 11,178,295 (23.5 ) Provision for income taxes $ — 0.0 % $ — 0.0 % |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | Balance at December 31, 2018 $ — Increases related to 2019 158,710 Increases related to prior periods — Balance at December 31, 2019 158,710 Increases related to 2020 244,698 Increases related to prior periods — Balance at December 31, 2020 $ 403,408 |
Note 10 - Leases, Commitments_2
Note 10 - Leases, Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Tables | |
Lease, Cost [Table Text Block] | Year Ended December 31, Classification 2020 2019 Operating lease cost General and administrative $ 780,470 $ 884,597 Finance lease cost: Amortization of lease assets General and administrative 1,356,307 1,316,924 Interest on lease liabilities Interest expense 125,659 190,687 Total Lease Cost $ 2,262,436 $ 2,392,208 Weighted average remaining lease term (years): Operating leases 5.8 Finance leases 0.9 Weighted average discount rate: Operating leases 10.3 % Finance leases 7.3 % |
Lease Liability Maturity [Table Text Block] | Operating Finance Year ending December 31: Leases Leases Total 2021 $ 1,207,708 $ 957,193 $ 2,164,901 2022 1,243,934 260,857 1,504,791 2023 1,283,253 — 1,283,253 2024 1,316,540 — 1,316,540 2025 1,355,923 — 1,355,923 Thereafter 1,157,807 — 1,157,807 Total minimum lease payments 7,565,165 1,218,050 8,783,215 Less: Interest (1,894,194 ) (39,430 ) (1,933,624 ) Present value of lease liabilities $ 5,670,971 $ 1,178,620 $ 6,849,591 |
Note 11 - Long-term Debt (Table
Note 11 - Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | December 31, December 31, Maturity Date 2020 2019 Pacific Western Bank note October 25, 2022 $ 10,292,485 $ 15,878,121 Less current portion — (5,585,637 ) Long-term debt, less current portion $ 10,292,485 $ 10,292,484 |
Note 1 - Business (Details Text
Note 1 - Business (Details Textual) | Nov. 18, 2020USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Number of Products Under Development | 2 | 2 | ||
Net Income (Loss) Attributable to Parent, Total | $ | $ (59,762,769) | $ (47,583,455) | ||
Retained Earnings (Accumulated Deficit), Ending Balance | $ | $ (275,002,219) | $ (275,002,219) | $ (215,239,450) | |
Merger With RareGen LLC [Member] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 6,166,666 | 5,550,000 | ||
Business Acquisition, Minimum Cash at Closing to Entitle Members of Acquired Company to Pro Rata Portion in Excess | $ | $ 1,000,000 | |||
Business Combination, Consideration Transferred, Total | $ | $ 20,843,331 | |||
Merger With RareGen LLC [Member] | Maximum [Member] | ||||
Business Acquisition, Number of Additional Shares Issuable Upon Achievement of Sales Target (in shares) | shares | 2,708,333 | |||
Merger With RareGen LLC [Member] | Holdback Shares [Member] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 616,666 | |||
Merger With RareGen LLC [Member] | RareGen Common Units Converted to HoldCo Common Units [Member] | ||||
Conversion of Stock, Shares Converted (in shares) | shares | 10,000 |
Note 2 - Basis of Presentatio_3
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) - USD ($) | Aug. 01, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Cash Equivalents, at Carrying Value, Total | $ 0 | $ 0 | ||
Accounts Receivable, Allowance for Credit Loss, Current | 0 | 0 | ||
Revenue from Contract with Customer, Excluding Assessed Tax, Total | 739,628 | 8,072,120 | ||
Lease Liability | 6,849,591 | |||
Retained Earnings (Accumulated Deficit), Ending Balance | $ (275,002,219) | (215,239,450) | ||
Number of Operating Segments | 1 | |||
Accounting Standards Update 2016-02 [Member] | ||||
Right-of-Use Asset | $ 6,400,000 | |||
Lease Liability | 9,100,000 | |||
Retained Earnings (Accumulated Deficit), Ending Balance | $ (600,000) | |||
GlaxoSmithKline [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax, Total | $ 0 | 8,100,000 | ||
Sandoz [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax, Total | $ 700,000 | $ 0 | ||
Sandoz [Member] | ||||
Marketing and Advertising Expense, Total | $ 20,000,000 | |||
Credit Concentration Risk [Member] | Cash Held on Deposit [Member] | Pacific Western Bank [Member] | ||||
Concentration Risk, Percentage | 99.00% | |||
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | GlaxoSmithKline [Member] | ||||
Concentration Risk, Percentage | 0.00% | 100.00% | ||
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Sandoz [Member] | ||||
Concentration Risk, Percentage | 100.00% | 0.00% |
Note 2 - Basis of Presentatio_4
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies - Revision of Previously Issued Financial Statements (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Net loss per common share: Diluted (in dollars per share) | $ / shares | $ (2.57) |
Diluted weighted average shares outstanding (in shares) | shares | 18,482,455 |
Previously Reported [Member] | |
Net loss per common share: Diluted (in dollars per share) | $ / shares | $ (2.59) |
Diluted weighted average shares outstanding (in shares) | shares | 18,371,083 |
Note 2 - Basis of Presentatio_5
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies - Estimated Useful Lives for Major Asset Categories (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Lab and Build-to-Suit Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful life (Year) | 5 years |
Lab and Build-to-Suit Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful life (Year) | 7 years |
Office Equipment [Member] | |
Property, Plant and Equipment, Useful life (Year) | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment, Useful life (Year) | 10 years |
Computer Equipment [Member] | |
Property, Plant and Equipment, Useful life (Year) | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment, Estimated Useful life | Lesser of life of the asset or remaining lease term |
Note 2 - Basis of Presentatio_6
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies - Common Stock Equivalent Shares Excluded From Calculation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Anti-dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share (in shares) | 2,751,230 | 1,979,411 |
Share-based Payment Arrangement, Option [Member] | ||
Anti-dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share (in shares) | 2,652,525 | 1,979,411 |
Restricted Stock Units (RSUs) [Member] | ||
Anti-dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share (in shares) | 98,705 | 0 |
Note 2 - Basis of Presentatio_7
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies - Fair Value of Financial Liabilities (Details) - Pacific Western Bank Note, A&R LSA [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Reported Value Measurement [Member] | ||
Total financial instruments | $ 10,292,485 | $ 15,878,121 |
Fair Value, Inputs, Level 1 [Member] | Estimate of Fair Value Measurement [Member] | ||
Total financial instruments | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member] | ||
Total financial instruments | 9,842,069 | 14,094,792 |
Fair Value, Inputs, Level 3 [Member] | Estimate of Fair Value Measurement [Member] | ||
Total financial instruments | $ 0 | $ 0 |
Note 3 - Acquisition of RareG_3
Note 3 - Acquisition of RareGen LLC (now Liquidia PAH, LLC) (Details Textual) - USD ($) | Nov. 18, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Combination, Contract Acquisition Costs, Net | $ 12,792,491 | $ 12,792,491 | $ 0 | |
Goodwill, Ending Balance | 3,903,282 | 3,903,282 | 0 | |
Business Combination, Indemnification Assets, Amount as of Acquisition Date | 1,387,275 | 1,387,275 | $ 0 | |
PBM [Member] | Liquidia Corporation [Member] | ||||
Related Party Ownership Percentage | 11.00% | |||
Sandoz Member [Member] | ||||
Accounts Receivable Related to Net Service Revenues Offset Against the Refund Liability | $ 927,136 | 927,136 | ||
Henderson [Member] | Liquidia PAH [Member] | UTC and Smiths Medical Litigation [Member] | ||||
Financing Agreement, Litigation Expenses, Maximum Commitment to be Received | $ 10,000,000 | |||
Merger With RareGen LLC [Member] | ||||
Business Combination, Consideration Transferred, Total | $ 20,843,331 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 6,166,666 | 5,550,000 | ||
Business Acquisition, Share Price (in dollars per share) | $ 3.38 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 5,534,843 | 5,534,843 | ||
Business Combination, Contract Acquisition Costs, Net | $ 12,980,000 | |||
Amortization of Intangible Assets, Total | 85,157 | |||
Goodwill, Ending Balance | 3,903,282 | 3,903,282 | 3,903,282 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Refund Liability | 2,696,000 | |||
Business Combination, Indemnification Assets, Amount as of Acquisition Date | 1,065,538 | |||
Merger With RareGen LLC [Member] | General and Administrative Expense [Member] | ||||
Business Combination, Acquisition Related Costs | 4,800,000 | |||
Merger With RareGen LLC [Member] | Contract Acquisition Costs [Member] | ||||
Business Combination, Contingent Consideration, Asset, Total | 12,980,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 5,620,000 | |||
Business Combination, Amortization Expense | 187,508 | |||
Business Combination, Contract Acquisition Costs, Net | $ 12,792,491 | $ 12,792,491 | ||
Merger With RareGen LLC [Member] | Holdback Shares [Member] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 616,666 |
Note 3 - Acquisition of RareG_4
Note 3 - Acquisition of RareGen LLC (now Liquidia PAH, LLC) - Allocated Purchase Price (Details) - Merger With RareGen LLC [Member] - USD ($) | Nov. 18, 2020 | Dec. 31, 2020 |
Number of common shares to be issued to RareGen’s members (in shares) | 6,166,666 | 5,550,000 |
Multiplied by the fair value per share of Liquidia Technologies common stock (in dollars per share) | $ 3.38 | |
Total estimated purchase price | $ 20,843,331 |
Note 3 - Acquisition of RareG_5
Note 3 - Acquisition of RareGen LLC (now Liquidia PAH, LLC) - Purchase Price Allocation (Details) - USD ($) | Dec. 31, 2020 | Nov. 18, 2020 | Dec. 31, 2019 |
Business Combination, Contract Acquisition Costs, Net | $ 12,792,491 | $ 0 | |
Business Combination, Indemnification Assets, Amount as of Acquisition Date | 1,387,275 | 0 | |
Goodwill, Ending Balance | 3,903,282 | $ 0 | |
Merger With RareGen LLC [Member] | |||
Cash | $ 1,000,000 | ||
Property and equipment | 79,330 | ||
Prepaid and other current assets | 30,190 | ||
Intangible asset | 5,620,000 | ||
Business Combination, Contract Acquisition Costs, Net | 12,980,000 | ||
Business Combination, Indemnification Assets, Amount as of Acquisition Date | 1,065,538 | ||
Goodwill, Ending Balance | $ 3,903,282 | 3,903,282 | |
Less other current liabilities | (492,499) | ||
Less refund liability | (2,696,000) | ||
Less litigation finance payable, current | (646,510) | ||
Total estimated purchase price | $ 20,843,331 |
Note 3 - Acquisition of RareG_6
Note 3 - Acquisition of RareGen LLC (now Liquidia PAH, LLC) - Results of Operations and Pro Forma Information (Details) - Merger With RareGen LLC [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 739,628 | ||
Cost of revenue | 237,712 | ||
Research and development | 35,919 | ||
General and administrative | 216,787 | ||
Total costs and expenses | 490,418 | ||
Total operating income and net income | $ 249,210 | ||
Revenue | $ 4,756,625 | $ 18,160,476 | |
Net loss | $ (57,406,967) | $ (52,876,681) | |
Net loss per common share, basic and diluted (in dollars per share) | $ (1.48) | $ (2.15) |
Note 4 - Stockholders' Equity (
Note 4 - Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Jul. 02, 2020 | Jun. 29, 2020 | Dec. 23, 2019 | Aug. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Common Stock and Preferred Stock, Shares Authorized (in shares) | 90,000,000 | ||||||
Common Stock and Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | ||||||
Common Stock, Shares Authorized (in shares) | 80,000,000 | 40,000,000 | |||||
Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 | |||||
Stock Issued During Period, Shares, New Issues (in shares) | 3,000,000 | ||||||
Proceeds from Issuance of Common Stock | $ 34.5 | ||||||
Proceeds from Issuance of Common Stock, Net of Offering Costs | $ 31.8 | ||||||
Share Price (in dollars per share) | $ 11.50 | ||||||
Warrants to Purchase Common Stock [Member] | |||||||
Class of Warrant or Right, Exercised During Period (in shares) | 0 | 64,629 | |||||
Class of Warrant or Right, Outstanding (in shares) | 106,274 | 106,274 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.0168 | $ 0.0168 | |||||
Underwritten Public Offering [Member] | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 9,375,000 | ||||||
Shares Issued, Price Per Share (in dollars per share) | $ 8 | ||||||
Proceeds from Issuance of Common Stock | $ 75 | ||||||
Proceeds from Issuance of Common Stock, Net | $ 70.3 | ||||||
Private Placement [Member] | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 7,164,534 | ||||||
Shares Issued, Price Per Share (in dollars per share) | $ 3.13 | ||||||
Proceeds from Issuance of Private Placement | $ 22.4 | ||||||
Proceeds from Issuance of Private Placement, Net of Offering Costs | $ 21 | ||||||
ATM Agreement [Member] | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 131,425 | 2,409,356 | |||||
Proceeds from Issuance of Common Stock | $ 8.4 | ||||||
Proceeds from Issuance of Common Stock, Net of Offering Costs | $ 0.7 | $ 8.1 | |||||
ATM Agreement [Member] | Jefferies, LLC [Member] | |||||||
Sale of Stock, Maximum Aggregate Offering Price | $ 40 | ||||||
Sale of Stock, Commission Percentage | 3.00% |
Note 5 - Share-based Compensa_3
Note 5 - Share-based Compensation (Details Textual) - USD ($) | Jan. 01, 2021 | Aug. 31, 2020 | Feb. 28, 2020 | Jan. 01, 2020 | Jan. 01, 2019 | Dec. 31, 2020 | Nov. 30, 2020 | Aug. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | May 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 3,481,191 | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 3.75 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 2.78 | $ 8 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |||||||||||
Share Price (in dollars per share) | $ 11.50 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares) | 91,413 | 32,325 | |||||||||||
Proceeds from Stock Options Exercised | $ 43,141 | $ 141,347 | |||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 4 years | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 138,614 | ||||||||||||
Common Stock [Member] | |||||||||||||
Share Price (in dollars per share) | $ 5.12 | $ 4.13 | $ 2.95 | $ 5.12 | $ 2.95 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares) | 40,685 | 32,325 | |||||||||||
Chief Executive Officer [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 2,000,000 | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 3 | ||||||||||||
Chief Executive Officer [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 1 year | ||||||||||||
Chief Executive Officer [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||||||||
Chief Executive Officer [Member] | Share-based Payment Arrangement, Tranche Three [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||||||||
Chief Executive Officer [Member] | Share-based Payment Arrangement, Tranche One, Two, Three, and Four [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 100.00% | ||||||||||||
Employees [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 138,614 | ||||||||||||
The 2020 Plan [Member] | |||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,700,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Percent Annual Increase in Capital Shares Reserved for Future Issuance | 4.00% | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 1,222,000 | 1,222,000 | |||||||||||
The 2020 Plan [Member] | Subsequent Event [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares) | 1,733,432 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 2,955,432 | ||||||||||||
The 2018 Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares) | 1,129,250 | 620,778 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 2,416,811 | 2,220,778 | 1,455,465 | 1,455,465 | 1,287,561 | 1,600,000 | |||||||
The 2016 Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 580,847 | 580,847 | |||||||||||
The 2004 Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 265,890 | 265,890 | |||||||||||
The ESPP [Member] | |||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 300,000 | 300,000 | 300,000 | ||||||||||
Employee Stock Purchase Plan, Stock Issued During Period, Shares (in shares) | 1,821 | 3,269 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 85.00% | 85.00% | |||||||||||
Employee Stock Purchase Plan, Maximum Contribution Per Eligible Employee | $ 25,000 | $ 25,000 |
Note 5 - Share-based Compensa_4
Note 5 - Share-based Compensation - Stock-based Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-based compensation expense | $ 3,954,000 | $ 3,376,305 |
Share-based Payment Arrangement, Option [Member] | ||
Stock-based compensation expense | 3,817,000 | 3,240,376 |
Restricted Stock Units (RSUs) [Member] | ||
Stock-based compensation expense | 137,000 | 135,929 |
Research and Development Expense [Member] | ||
Stock-based compensation expense | 1,099,000 | 1,119,382 |
General and Administrative Expense [Member] | ||
Stock-based compensation expense | $ 2,855,000 | $ 2,256,923 |
Note 5 - Share-based Compensa_5
Note 5 - Share-based Compensation - Unamortized Compensation Expense (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Share-based Payment Arrangement, Option [Member] | |
Stock-based awards, unamortized expense | $ 10,977,000 |
Stock-based awards, weighted average remaining recognition period (Year) | 3 years 6 months |
Restricted Stock Units (RSUs) [Member] | |
Stock-based awards, unamortized expense | $ 359,000 |
Stock-based awards, weighted average remaining recognition period (Year) | 3 years 1 month 6 days |
Note 5 - Share-based Compensa_6
Note 5 - Share-based Compensation - Fair Value Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate, minimum | 0.40% | 1.40% |
Risk-free interest rate, maximum | 1.60% | 2.40% |
Expected Volatility, minimum | 87.00% | 83.00% |
Expected Volatility, maximum | 94.00% | 88.00% |
Expected life (years) (Year) | 6 years 14 days | |
Minimum [Member] | ||
Expected life (years) (Year) | 5 years 9 months 18 days | |
Maximum [Member] | ||
Expected life (years) (Year) | 6 years 2 months 12 days |
Note 5 - Share-based Compensa_7
Note 5 - Share-based Compensation - Stock Option Activity (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Outstanding, number of shares (in shares) | shares | 2,052,976 | |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 9.33 | |
Granted, number of shares (in shares) | shares | 3,481,191 | |
Granted, weighted average exercise price (in dollars per share) | $ / shares | $ 3.75 | |
Exercised, number of shares (in shares) | shares | (91,413) | (32,325) |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 2.28 | |
Cancelled, number of shares (in shares) | shares | (750,683) | |
Cancelled, weighted average exercise price (in dollars per share) | $ / shares | $ 8.22 | |
Outstanding, number of shares (in shares) | shares | 4,692,071 | 2,052,976 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 5.51 | $ 9.33 |
Outstanding, weighted average contractual term (Year) | 7 years 2 months 12 days | |
Outstanding, aggregate intrinsic value | $ | $ 37,996 | |
Exercisable, number of shares (in shares) | shares | 1,167,357 | |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 8.77 | |
Exercisable, weighted average contractual term (Year) | 2 years 10 months 24 days | |
Exercisable, aggregate intrinsic value | $ | $ 1,196 | |
Vested and expected to vest, number of shares (in shares) | shares | 4,572,623 | |
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ / shares | $ 5.47 | |
Vested and expected to vest, weighted average contractual term (Year) | 7 years 2 months 12 days | |
Vested and expected to vest, aggregate intrinsic value | $ | $ 37,996 |
Note 5 - Share-based Compensa_8
Note 5 - Share-based Compensation - Summarizes Information about Stock Options (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Options Outstanding (in shares) | 4,492,071 |
Weighted Average Contractual Life (Year) | 7 years 2 months 12 days |
Options Exercisable (in shares) | 1,167,357 |
Price Range One [Member] | |
Exercise Price or Range of Exercise Price, Lower Limit (in dollars per share) | $ / shares | $ 1.85 |
Exercise Price or Range of Exercise Price, Upper Limit (in dollars per share) | $ / shares | $ 2.79 |
Options Outstanding (in shares) | 233,771 |
Weighted Average Contractual Life (Year) | 9 years 9 months 18 days |
Options Exercisable (in shares) | 3,771 |
Price Range Two [Member] | |
Options Outstanding (in shares) | 2,000,000 |
Weighted Average Contractual Life (Year) | 9 years 10 months 24 days |
Options Exercisable (in shares) | 0 |
Options outstanding, exercise price (in dollars per share) | $ / shares | $ 3 |
Price Range Three [Member] | |
Exercise Price or Range of Exercise Price, Lower Limit (in dollars per share) | $ / shares | 3.14 |
Exercise Price or Range of Exercise Price, Upper Limit (in dollars per share) | $ / shares | $ 3.40 |
Options Outstanding (in shares) | 595,233 |
Weighted Average Contractual Life (Year) | 6 years |
Options Exercisable (in shares) | 78,174 |
Price Range Four [Member] | |
Exercise Price or Range of Exercise Price, Lower Limit (in dollars per share) | $ / shares | $ 3.64 |
Exercise Price or Range of Exercise Price, Upper Limit (in dollars per share) | $ / shares | $ 7.95 |
Options Outstanding (in shares) | 670,899 |
Weighted Average Contractual Life (Year) | 5 years 9 months 18 days |
Options Exercisable (in shares) | 308,379 |
Price Range Five [Member] | |
Exercise Price or Range of Exercise Price, Lower Limit (in dollars per share) | $ / shares | $ 8 |
Exercise Price or Range of Exercise Price, Upper Limit (in dollars per share) | $ / shares | $ 9.01 |
Options Outstanding (in shares) | 8,780 |
Weighted Average Contractual Life (Year) | 4 years 10 months 24 days |
Options Exercisable (in shares) | 6,213 |
Price Range Six [Member] | |
Options Outstanding (in shares) | 515,990 |
Weighted Average Contractual Life (Year) | 2 years 9 months 18 days |
Options Exercisable (in shares) | 394,976 |
Options outstanding, exercise price (in dollars per share) | $ / shares | $ 9.31 |
Price Range Seven [Member] | |
Exercise Price or Range of Exercise Price, Lower Limit (in dollars per share) | $ / shares | 10.04 |
Exercise Price or Range of Exercise Price, Upper Limit (in dollars per share) | $ / shares | $ 21.36 |
Options Outstanding (in shares) | 667,398 |
Weighted Average Contractual Life (Year) | 3 years 10 months 24 days |
Options Exercisable (in shares) | 375,844 |
Note 5 - Share-based Compensa_9
Note 5 - Share-based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Intrinsic value of options exercised | $ 176,433 | $ 266,040 |
Fair value of options vested | $ 4,178,659 | $ 4,131,982 |
Note 5 - Share-based Compens_10
Note 5 - Share-based Compensation - Nonvested RSU Awards Outstanding (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Nonvested, number (in shares) | shares | 7,493 |
Nonvested , weighted average grant date fair value (in dollars per share) | $ / shares | $ 28.87 |
Granted, number (in shares) | shares | 138,614 |
Granted , weighted average grant date fair value (in dollars per share) | $ / shares | $ 3.32 |
Vested , number (in shares) | shares | (2,810) |
Vested , weighted average grant date fair value (in dollars per share) | $ / shares | $ 28.87 |
Forfeited, number (in shares) | shares | (55,166) |
Forfeited , weighted average grant date fair value (in dollars per share) | $ / shares | $ 3.31 |
Nonvested , number (in shares) | shares | 88,131 |
Nonvested , weighted average grant date fair value (in dollars per share) | $ / shares | $ 4.68 |
Note 7 - Revenue From Contrac_3
Note 7 - Revenue From Contracts With Customers (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 29, 2016 | Sep. 30, 2015 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer, Excluding Assessed Tax, Total | $ 739,628 | $ 8,072,120 | ||
GSK Inhaled 1 [Member] | ||||
Nonrefundable Payment To Be Received | $ 15,000,000 | |||
Collaboration Agreement Milestone Payment | $ 3,000,000 | |||
Collaboration Agreement Combined Up Front and Milestone Payments | $ 18,000,000 | |||
Contract with Customer, Liability, Revenue Recognized | 8,100,000 | |||
Royalty [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax, Total | $ 0 | $ 0 |
Note 7 - Revenue From Contrac_4
Note 7 - Revenue From Contracts With Customers - Disaggregation of Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 739,628 | $ 8,072,120 |
Sandoz [Member] | ||
Revenue | 700,000 | 0 |
GSK Inhaled [Member] | ||
Revenue | 0 | 8,071,920 |
Promotion Agreement [Member] | Sandoz [Member] | ||
Revenue | 739,628 | 0 |
Non-Refundable Payments - Milestones [Member] | GSK Inhaled [Member] | ||
Revenue | 0 | 1,345,320 |
Non-Refundable Payments - Up-front Payments [Member] | GSK Inhaled [Member] | ||
Revenue | 0 | 6,726,600 |
Research and Development Services [Member] | ||
Revenue | $ 0 | $ 200 |
Note 8 - Property, Plant and _3
Note 8 - Property, Plant and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Depreciation, Depletion and Amortization, Nonproduction, Total | $ 2,856,914 | $ 2,567,742 |
Cost of Property Repairs and Maintenance | $ 194,192 | $ 220,658 |
Note 8 - Property, Plant and _4
Note 8 - Property, Plant and Equipment - Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Total property, plant and equipment | $ 19,783,740 | $ 20,587,077 | |
Accumulated depreciation and amortization | (12,978,170) | (11,333,112) | |
Property, plant and equipment, net | 6,805,570 | 9,253,965 | |
Lab and Build-to-Suit Equipment [Member] | |||
Total property, plant and equipment | 7,499,645 | 7,562,263 | |
Office Equipment [Member] | |||
Total property, plant and equipment | 31,205 | 128,669 | |
Furniture and Fixtures [Member] | |||
Total property, plant and equipment | 257,774 | 237,951 | |
Computer Equipment [Member] | |||
Total property, plant and equipment | 404,558 | 804,046 | |
Leasehold Improvements [Member] | |||
Total property, plant and equipment | 11,524,738 | 11,762,351 | |
Construction in Progress [Member] | |||
Total property, plant and equipment | $ 65,820 | $ 91,797 | $ 155,148 |
Note 8 - Property, Plant and _5
Note 8 - Property, Plant and Equipment - Activity of Construction in Progress (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Balance as of December 31, 2018 | $ 20,587,077 | |
Balance as of December 31, 2019 | 19,783,740 | $ 20,587,077 |
Construction In Progress, Leasehold Improvements [Member] | ||
Balance as of December 31, 2018 | 0 | 63,351 |
Additions | 0 | 2,820,640 |
Less: Transfer due to being placed in service | 0 | (2,883,991) |
Balance as of December 31, 2019 | 0 | 0 |
Construction In Progress, Build To Suit Equipment [Member] | ||
Balance as of December 31, 2018 | 0 | 0 |
Additions | 65,820 | 0 |
Less: Transfer due to being placed in service | 0 | 0 |
Balance as of December 31, 2019 | 65,820 | 0 |
Construction In Progress, Lab Equipment [Member] | ||
Balance as of December 31, 2018 | 91,797 | 91,797 |
Additions | 0 | 0 |
Less: Transfer due to being placed in service | (91,797) | 0 |
Balance as of December 31, 2019 | 0 | 91,797 |
Construction in Progress [Member] | ||
Balance as of December 31, 2018 | 91,797 | 155,148 |
Additions | 65,820 | 2,820,640 |
Less: Transfer due to being placed in service | (91,797) | (2,883,991) |
Balance as of December 31, 2019 | $ 65,820 | $ 91,797 |
Note 9 - Income Taxes (Details
Note 9 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Expense (Benefit), Total | $ 0 | $ 0 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 13,980,000 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total | 0 | 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense, Total | 0 | $ 0 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards, Subject to Expiration | 238,509,075 | |
Tax Credit Carryforward, Amount | 4,399,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards, Subject to Expiration | $ 239,195,945 |
Note 9 - Income Taxes - Compone
Note 9 - Income Taxes - Components of Deferred Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Tax loss carryforwards | $ 54,844,147 | $ 42,107,372 |
Research and development credits | 3,995,782 | 3,016,889 |
Share-based compensation | 1,501,172 | 973,905 |
Lease liability | 1,576,326 | 1,508,645 |
Compensation | 193,490 | 564,572 |
Fixed assets | 17,421 | 0 |
Refund liability | 620,442 | 0 |
Patent amortization | 76,017 | 86,985 |
Other | 267,422 | 55,972 |
Valuation allowance | (61,595,499) | (47,505,967) |
Total deferred income tax assets | 1,496,720 | 808,373 |
Fixed assets | 0 | 158,787 |
Section 481(a) adjustment | 62,420 | |
Intangible assets | 675,866 | 0 |
Right of use asset | 758,434 | 649,586 |
Total deferred income tax liabilities | 1,496,720 | 808,373 |
Total net deferred tax | $ 0 | $ 0 |
Note 9 - Income Taxes - Income
Note 9 - Income Taxes - Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income tax benefit at statutory rate | $ (12,550,174) | $ (10,019,974) |
Income tax benefit at statutory rate, percentage | 21.00% | 21.00% |
State income taxes, net of federal tax benefit | $ (1,203,286) | $ (957,616) |
State income taxes, net of federal tax benefit, percentage | 2.00% | 2.00% |
Non-deductible expenses | $ 2,929 | $ 94,903 |
Non-deductible expenses, percentage | 0.00% | (0.20%) |
Share-based compensation | $ 247,011 | $ 258,338 |
Share-based compensation, percentage | (0.40%) | (0.50%) |
Transaction costs | $ 573,494 | $ 0 |
Transaction costs, percentage | (1.00%) | 0.00% |
Credits | $ (978,793) | $ (634,842) |
Credits, percentage | 1.60% | 1.30% |
Change in state rate | $ (667) | $ 3,887 |
Change in state rate, percentage | 0.00% | 0.00% |
Other | $ (70,721) | $ 77,009 |
Other, percentage | 0.10% | (0.10%) |
Change in valuation allowance | $ 13,980,207 | $ 11,178,295 |
Change in valuation allowance, percentage | (23.30%) | (23.50%) |
Provision for income taxes | $ 0 | $ 0 |
Provision for income taxes, percentage | 0.00% | 0.00% |
Note 9 - Income Taxes - Uncerta
Note 9 - Income Taxes - Uncertain Tax Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Balance at December 31, 2018 | $ 158,710 | $ 0 |
Increases related current period | 244,698 | 158,710 |
Increases related to prior periods | 0 | 0 |
Balance at December 31, 2019 | $ 403,408 | $ 158,710 |
Note 10 - Leases, Commitments_3
Note 10 - Leases, Commitments and Contingencies (Details Textual) | 12 Months Ended | ||||
Dec. 31, 2020USD ($)ft² | Nov. 18, 2020shares | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Nov. 30, 2018USD ($)ft² | |
Operating Lease, Maximum Commitment To Incur Construction Cost | $ 3,100,000 | ||||
Operating Lease, Construction Cost | $ 2,800,000 | ||||
Lessee, Finance Lease, Discount Rate | 7.50% | ||||
Maximum Net Sales Threshold As Basis For Payment Of Future Contingent Royalties | $ 1,500,000 | ||||
Agreement With LGM Pharma, LLC [Member] | |||||
Purchase Commitment, Remaining Minimum Amount Committed | $ 3,050,000 | ||||
Merger With RareGen LLC [Member] | Maximum [Member] | |||||
Business Acquisition, Number of Additional Shares Issuable Upon Achievement of Sales Target (in shares) | shares | 2,708,333 | ||||
Primary Building in Morrisville, North Carolina [Member] | |||||
Area of Real Estate Property (Square Foot) | ft² | 45,000 | 8,264 | |||
Operating Lease, Letter Of Intent Expansion Of Lease In Exchange For Termination Of Lease, Area Of Property Leased (Square Foot) | ft² | 4,400 | ||||
Operating Lease, Letter of Intent Tenant Allowance | $ 1,000,000 | ||||
Operating Lease, Incremental Rent Over Terminated Lease | $ 100,000 |
Note 10 - Leases, Commitments_4
Note 10 - Leases, Commitments and Contingencies - Lease Cost and Other (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total Lease Cost | $ 2,262,436 | $ 2,392,208 |
Operating leases (Year) | 5 years 9 months 18 days | |
Finance leases (Year) | 10 months 24 days | |
Operating leases | 10.30% | |
Finance leases | 7.30% | |
General and Administrative Expense [Member] | ||
Operating lease cost | $ 780,470 | 884,597 |
Amortization of lease assets | 1,356,307 | 1,316,924 |
Interest Expense [Member] | ||
Interest on lease liabilities | $ 125,659 | $ 190,687 |
Note 10 - Leases, Commitments_5
Note 10 - Leases, Commitments and Contingencies - Future Minimum Lease Payments (Details) | Dec. 31, 2020USD ($) |
Operating leases, 2021 | $ 1,207,708 |
Finance Lease, 2021 | 957,193 |
2021 | 2,164,901 |
Operating leases, 2022 | 1,243,934 |
Finance Lease, 2022 | 260,857 |
2022 | 1,504,791 |
Operating leases, 2023 | 1,283,253 |
Finance Lease, 2023 | 0 |
2023 | 1,283,253 |
Operating leases, 2024 | 1,316,540 |
Finance Lease, 2024 | 0 |
2024 | 1,316,540 |
Operating leases, 2025 | 1,355,923 |
Finance Lease, 2025 | 0 |
2025 | 1,355,923 |
Operating leases, Thereafter | 1,157,807 |
Finance Lease, Thereafter | 0 |
Thereafter | 1,157,807 |
Operating leases, Total minimum lease payments | 7,565,165 |
Finance Lease, Total minimum lease payments | 1,218,050 |
Total minimum lease payments | 8,783,215 |
Operating leases, Less: Interest | (1,894,194) |
Finance Lease, Less: Interest | (39,430) |
Less: Interest | (1,933,624) |
Operating leases, Present value of lease liabilities | 5,670,971 |
Finance Lease, Present value of lease liabilities | 1,178,620 |
Lease Liability | $ 6,849,591 |
Note 11 - Long-term Debt (Detai
Note 11 - Long-term Debt (Details Textual) - USD ($) | Mar. 01, 2021 | Feb. 26, 2021 | Oct. 26, 2018 | May 31, 2019 | Oct. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 03, 2020 |
Proceeds from Issuance of Long-term Debt, Total | $ 0 | $ 5,000,000 | ||||||
UNC Promissory Note [Member] | ||||||||
Repayments of Unsecured Debt | $ 1,800,000 | |||||||
Pacific Western Bank Note, A&R LSA [Member] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 11,000,000 | |||||||
Extinguishment of Debt, Amount | $ 8,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||
Debt Instrument, Term (Year) | 4 years | |||||||
Proceeds from Issuance of Long-term Debt, Total | $ 5,000,000 | |||||||
Long-term Debt, Gross | 16,000,000 | |||||||
Debt Instrument, Prepayment Penalty Fee Percentage | 1.00% | |||||||
Interest Expense, Debt, Total | $ 375,000 | |||||||
Debt Instrument Agreement, Minimum Cash Balance To Be Maintained | $ 8,500,000 | |||||||
Debt Instrument Agreement, Maximum Capital Expenditures | $ 2,500,000 | |||||||
Debt Instrument, Covenant, Maximum Amount of Payments Made Without Lender's Consent | $ 250,000 | |||||||
Pacific Western Bank Note, A&R LSA [Member] | Subsequent Event [Member] | ||||||||
Repayments of Debt | $ 9,400,000 | |||||||
Pacific Western Bank Note, A&R LSA [Member] | Maximum [Member] | ||||||||
Debt Instrument, Success Fee | $ 375,000 | |||||||
Term Loan Facility [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument, Face Amount | $ 20,500,000 | |||||||
Term A Loan [Member] | Subsequent Event [Member] | ||||||||
Proceeds from Issuance of Debt | $ 10,500,000 | $ 10,500,000 |
Note 11 - Long-term Debt - Long
Note 11 - Long-term Debt - Long-term Debt (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Less current portion | $ 0 | $ (5,585,637) |
Long-term debt, less current portion | 10,292,485 | 10,292,484 |
Pacific Western Bank Note, A&R LSA [Member] | ||
Pacific Western Bank note | $ 10,292,485 | $ 15,878,121 |
Note 12 - Defined Contributio_2
Note 12 - Defined Contribution Retirement Plan (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 4.00% | |
Defined Contribution Plan, Cost | $ 416,345 | $ 400,378 |
Note 13 - Legal Proceedings (De
Note 13 - Legal Proceedings (Details Textual) $ in Thousands | Nov. 06, 2020USD ($) |
Liquidia PAH and Sandoz [Member] | UTC and Smiths Medical Litigation [Member] | Pending Litigation [Member] | |
Proceeds from Legal Settlements | $ 4,250 |
Note 14 - Subsequent Event (Det
Note 14 - Subsequent Event (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Mar. 01, 2021 | Feb. 26, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2018 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||
Term Loan Facility [Member] | Forecast [Member] | |||||||||||
Debt Instrument, Cumulative Cash Burn | $ 38 | $ 33.5 | $ 28.5 | $ 23 | $ 17 | $ 10.5 | |||||
Pacific Western Bank Note, A&R LSA [Member] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||
Subsequent Event [Member] | Warrants in Connection With the Loan Agreement [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 200,000 | ||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | ||||||||||
Class of Warrant or Right, Number of Securities Vested (in shares) | 100,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 3.05 | ||||||||||
Warrants and Rights Outstanding, Term (Year) | 10 years | ||||||||||
Subsequent Event [Member] | Warrants to Vest in Connection with Term C Loan Funding Date [Member] | |||||||||||
Class of Warrant or Right, Outstanding (in shares) | 50,000 | ||||||||||
Subsequent Event [Member] | Warrants to Vest in Connection with Term B Loan Funding Date [Member] | |||||||||||
Class of Warrant or Right, Outstanding (in shares) | 50,000 | ||||||||||
Subsequent Event [Member] | Term Loan Facility [Member] | |||||||||||
Debt Instrument, Face Amount | $ 20.5 | ||||||||||
Debt Instrument, Prepayment Fee, Percent | 5.00% | ||||||||||
Debt Instrument, Minimum Cash Balance to Maintain | $ 30 | ||||||||||
Debt Instrument, Cumulative Cash Burn, Conditional Increase, Percent | 75.00% | ||||||||||
Subsequent Event [Member] | Term Loan Facility [Member] | Minimum [Member] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||||||||
Subsequent Event [Member] | Term Loan Facility [Member] | Prime Rate [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||||||||
Subsequent Event [Member] | Term A Loan [Member] | |||||||||||
Proceeds from Issuance of Debt | $ 10.5 | $ 10.5 | |||||||||
Subsequent Event [Member] | Term B Loan [Member] | |||||||||||
Debt Instrument, Face Amount | 5 | ||||||||||
Debt Instrument, Minimum Cash Balance to Maintain | 35 | ||||||||||
Subsequent Event [Member] | Term C Loan [Member] | |||||||||||
Debt Instrument, Face Amount | $ 5 | ||||||||||
Subsequent Event [Member] | Pacific Western Bank Note, A&R LSA [Member] | |||||||||||
Repayments of Debt | $ 9.4 |