Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 27, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40034 | |
Entity Registrant Name | VALLON PHARMACEUTICALS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-4369909 | |
Entity Address, Address Line One | 100 N. 18th Street | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Philadelphia | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19103 | |
City Area Code | 267 | |
Local Phone Number | 607-8255 | |
Title of 12(b) Security | Common Stock, par value $0.0001per share | |
Trading Symbol | VLON | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,512,836 | |
Entity Central Index Key | 0001824293 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Security Exchange Name | NASDAQ | |
Entity Ex Transition Period | false |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 5,221 | $ 3,702 |
Marketable securities, available-for-sale | 1,749 | 3,808 |
Prepaid expenses and other current assets | 868 | 619 |
Total current assets | 7,838 | 8,129 |
Other assets | 169 | 206 |
Total assets | 8,007 | 8,335 |
Current liabilities: | ||
Accounts payable | 1,810 | 918 |
Accrued expenses | 854 | 1,430 |
Warrant liability | 1,554 | 0 |
Other current liabilities | 104 | 97 |
Total current liabilities | 4,322 | 2,445 |
Other liabilities | 19 | 72 |
Total liabilities | 4,341 | 2,517 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Common stock | 1 | 0 |
Additional paid-in-capital | 29,978 | 27,722 |
Accumulated other comprehensive loss | (3) | (2) |
Accumulated deficit | (26,310) | (21,902) |
Total stockholders’ equity | 3,666 | 5,818 |
Total liabilities and stockholders' equity | $ 8,007 | $ 8,335 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 10,512,836 | 10,512,836 |
Common stock, shares outstanding (in shares) | 6,812,836 | 6,812,836 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating expenses: | ||||
Research and development | $ 278 | $ 1,202 | $ 1,548 | $ 2,974 |
General and administrative | 1,228 | 1,108 | 2,592 | 1,938 |
Total operating expenses | 1,506 | 2,310 | 4,140 | 4,912 |
Loss from operations | (1,506) | (2,310) | (4,140) | (4,912) |
Other income | 0 | 0 | 0 | 61 |
Revaluation of derivative liability | 0 | 0 | 0 | (89) |
Change in fair value of warrant liability | (266) | 0 | (266) | 0 |
Interest expense, net | (1) | (2) | (2) | (10) |
Net loss | (1,773) | (2,312) | (4,408) | (4,950) |
Other comprehensive loss: | ||||
Unrealized gain (loss) on investments | 3 | 0 | (1) | 0 |
Total comprehensive loss | $ (1,770) | $ (2,312) | $ (4,409) | $ (4,950) |
Net loss per share of common stock, basic (in usd per share) | $ (0.20) | $ (0.34) | $ (0.57) | $ (0.79) |
Net loss per share of common stock, diluted (in usd per share) | $ (0.20) | $ (0.34) | $ (0.57) | $ (0.79) |
Weighted-average common shares outstanding, basic (in shares) | 8,683,166 | 6,812,836 | 7,753,167 | 6,264,854 |
Weighted-average common shares outstanding, diluted (in shares) | 8,683,166 | 6,812,836 | 7,753,167 | 6,264,854 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning Balance, shares (in shares) at Dec. 31, 2020 | 4,506,216 | ||||
Beginning Balance at Dec. 31, 2020 | $ (1,454) | $ 11,145 | $ (12,599) | ||
Issuance of common stock for convertible notes (in shares) | 54,906 | ||||
Issuance of common stock for convertible notes | 439 | 439 | |||
Issuance of common stock and IPO, net of issuance expenses (in shares) | 2,250,000 | ||||
Issuance of common stock and IPO, net of issuance expenses | 15,104 | 15,104 | |||
Issuance of common stock for services (in shares) | 1,714 | ||||
Issuance of common stock for services | 9 | 9 | |||
Issuance of Underwriters Warrants | 399 | 399 | |||
Stock-based compensation | 168 | 168 | |||
Net loss | (2,638) | (2,638) | |||
Ending Balance, shares (in shares) at Mar. 31, 2021 | 6,812,836 | ||||
Ending Balance at Mar. 31, 2021 | 12,027 | 27,264 | (15,237) | ||
Beginning Balance, shares (in shares) at Dec. 31, 2020 | 4,506,216 | ||||
Beginning Balance at Dec. 31, 2020 | (1,454) | 11,145 | (12,599) | ||
Unrealized gain (loss) on investments | 0 | ||||
Net loss | (4,950) | ||||
Ending Balance, shares (in shares) at Jun. 30, 2021 | 6,812,836 | ||||
Ending Balance at Jun. 30, 2021 | 9,853 | 27,402 | (17,549) | ||
Beginning Balance, shares (in shares) at Mar. 31, 2021 | 6,812,836 | ||||
Beginning Balance at Mar. 31, 2021 | 12,027 | 27,264 | (15,237) | ||
Stock-based compensation | 138 | 138 | |||
Unrealized gain (loss) on investments | 0 | ||||
Net loss | (2,312) | (2,312) | |||
Ending Balance, shares (in shares) at Jun. 30, 2021 | 6,812,836 | ||||
Ending Balance at Jun. 30, 2021 | $ 9,853 | 27,402 | (17,549) | ||
Beginning Balance, shares (in shares) at Dec. 31, 2021 | 6,812,836 | 6,812,836 | |||
Beginning Balance at Dec. 31, 2021 | $ 5,818 | $ 0 | 27,722 | $ (2) | (21,902) |
Stock-based compensation | 181 | 181 | |||
Unrealized gain (loss) on investments | (4) | (4) | |||
Net loss | (2,635) | (2,635) | |||
Ending Balance, shares (in shares) at Mar. 31, 2022 | 6,812,836 | ||||
Ending Balance at Mar. 31, 2022 | $ 3,360 | $ 0 | 27,903 | (6) | (24,537) |
Beginning Balance, shares (in shares) at Dec. 31, 2021 | 6,812,836 | 6,812,836 | |||
Beginning Balance at Dec. 31, 2021 | $ 5,818 | $ 0 | 27,722 | (2) | (21,902) |
Unrealized gain (loss) on investments | (1) | ||||
Net loss | $ (4,408) | ||||
Ending Balance, shares (in shares) at Jun. 30, 2022 | 6,812,836 | 10,512,836 | |||
Ending Balance at Jun. 30, 2022 | $ 3,666 | $ 1 | 29,978 | (3) | (26,310) |
Beginning Balance, shares (in shares) at Mar. 31, 2022 | 6,812,836 | ||||
Beginning Balance at Mar. 31, 2022 | 3,360 | $ 0 | 27,903 | (6) | (24,537) |
Issuance of common stock and IPO, net of issuance expenses (in shares) | 3,700,000 | ||||
Issuance of common stock and IPO, net of issuance expenses | 2,161 | $ 1 | 2,160 | ||
Stock-based compensation | (85) | (85) | |||
Unrealized gain (loss) on investments | 3 | 3 | |||
Net loss | $ (1,773) | (1,773) | |||
Ending Balance, shares (in shares) at Jun. 30, 2022 | 6,812,836 | 10,512,836 | |||
Ending Balance at Jun. 30, 2022 | $ 3,666 | $ 1 | $ 29,978 | $ (3) | $ (26,310) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||
Net Income (Loss) Attributable to Parent | $ (4,408) | $ (4,950) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Amortization of finance lease right-of-use asset | 37 | 36 |
Amortization of marketable securities premiums | 27 | 0 |
Stock-based compensation expense | 96 | 306 |
Revaluation of derivative liability | 0 | 89 |
Change in fair value of warrant liability | 266 | 0 |
Forgiveness of PPP note | 0 | (61) |
Non-cash interest, depreciation and other expense | 0 | 2 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (246) | (379) |
Accounts payable | 892 | (330) |
Accrued expenses | (576) | (153) |
Cash used in operating activities | (3,912) | (5,440) |
Investing activities: | ||
Purchase of marketable securities | (492) | 0 |
Sale of marketable securities | 2,522 | 0 |
Cash provided by investing activities | 2,030 | 0 |
Financing activities: | ||
Proceeds from issuance of common stock and warrants, net of offering expenses | 3,447 | 15,503 |
Proceeds from convertible notes | 0 | 350 |
Payment of finance lease liability | (46) | (62) |
Cash provided by financing activities | 3,401 | 15,791 |
Net increase in cash and cash equivalents | 1,519 | 10,351 |
Cash and cash equivalents, at beginning of period | 3,702 | 109 |
Cash and cash equivalents, at end of period | 5,221 | 10,460 |
Noncash financing activities: | ||
Conversion of convertible notes to common stock | $ 0 | $ 350 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ORGANIZATION AND DESCRIPTION OF BUSINESS Vallon Pharmaceuticals, Inc. (Vallon or the Company), based in Philadelphia, PA was incorporated in Delaware on January 11, 2018, which is the date of inception. The Company is a biopharmaceutical company focused on the development and commercialization of novel abuse-deterrent medications for CNS disorders. The Company’s lead investigational product candidate, ADAIR, is a proprietary, abuse-deterrent oral formulation of immediate-release dextroamphetamine (the main active ingredient in Adderall®) for the treatment of attention-deficit/hyperactivity disorder (ADHD) and narcolepsy. In March 2022, the Company announced that its SEAL study for ADAIR did not reach its primary endpoint, and there is no assurance that ADAIR will receive approval by the U.S. Food and Drug Administration (the FDA). In addition to ADAIR, the Company completed formulation development work and selected the final formulation of its second product candidate, ADMIR, an abuse deterrent formulation of methylphenidate (Ritalin®), for the treatment of ADHD. Recent Developments The SEAL study ( S tudy to E valuate the A buse L iability, Pharmacokinetics, Safety and Tolerability of an Abuse-Deterrent d-Amphetamine Sulfate Immediate Release Formulation), was the Company’s pivotal intranasal human abuse liability study assessing the pharmacodynamics (PD), pharmacokinetics (PK), safety and tolerability of snorting professional laboratory-manipulated ADAIR 30 mg when compared to crushed d-amphetamine sulfate and placebo in recreational drug users. ADAIR was prepared for snorting by a pharmacist using a multi-step technique that had been developed by a professional laboratory and agreed upon by the FDA. The SEAL study enrolled 55 subjects, of whom 53 completed the study and 52 were included in the final analysis. The study involved a four-way crossover design to evaluate professionally manipulated, intranasal ADAIR 30 mg, crushed intranasal dextroamphetamine, ADAIR 30 mg taken orally, and placebo. All subjects were non-dependent recreational stimulant users with an additional history of recreational intranasal drug use. The SEAL study did not meet its primary endpoint, which was E max Drug Liking. ADAIR scored similarly to what was observed in an earlier proof-of-concept study, however, reference dextroamphetamine did not score as high as expected and as seen in the previous study, thus driving the lack of statistical significance. The SEAL study did meet all pharmacodynamic secondary endpoints including Overall Drug Liking and willingness to Take Drug Again at 12 and 24 hours post-dosing, demonstrating statistical significance. The Company is continuing to assess the best path forward for the ADAIR and ADMIR development programs. In addition, the Company has engaged Ladenburg Thalmann & Co. Inc. (Ladenburg) to evaluate its strategic alternatives with the goal of maximizing stockholder value. Ladenburg has been engaged to advise the Company on the strategic review process, which could include, without limitation, exploring the potential for a possible merger, business combination, investment into the Company, or a purchase, license or other acquisition of assets. In the meantime, and in conjunction with the exploration of strategic alternatives, the Company is streamlining its operations in order to preserve its capital and cash resources. |
LIQUIDITY
LIQUIDITY | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY | LIQUIDITY These financial statements have been prepared on the basis that the Company is a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has not generated any significant revenues from operations since inception and does not expect to do so in the foreseeable future. The Company has incurred operating losses since its inception and has incurred an accumulated deficit of $26,310 through June 30, 2022. The Company has financed its working capital requirements to date through the issuance of common stock, warrants, convertible notes, short-term promissory notes, and a Paycheck Protection Program (PPP) promissory note. In January 2021, the Company completed a $350 convertible note financing and in February 2021, the Company completed the initial public offering (IPO), raising net proceeds of $15,500. On May 17, 2022, the Company entered into a Securities Purchase Agreement with certain investors (the Securities Purchase Agreement) for the sale of up to 3,700,000 shares of the Company’s common stock, par value $0.0001 per share (the Shares), at a purchase price of $1.0632 per Share in a registered direct offering (the Offering). In a concurrent private placement also pursuant to the Securities Purchase Agreement (the Private Placement), for each Share of common stock purchased by an investor, such investor was entitled receive from the Company an unregistered warrant (the Warrant and, together with the Shares, the Securities) to purchase one Share of common stock. The gross proceeds from the Offering and Private Placement were approximately $3,900, before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company of approximately $572, of which $85 related to the warrants was expensed. As of June 30, 2022, the Company had cash, cash equivalents and marketable securities of approximately $6,970. The Company expects to incur ongoing expenses as it evaluates its plans for the ADAIR and ADMIR programs and strategic alternatives after it announced in March 2022 that the SEAL study of ADAIR for the treatment of ADHD failed to meet statistical significance for its primary endpoint. The Company is currently assessing the best path forward for the ADAIR and ADMIR programs and has no other product candidates undergoing clinical trials. The Company’s future capital requirements are difficult to forecast and will depend on many factors, including but not limited to the terms and timing of any strategic alternatives including a merger or business combination, asset acquisitions or sales, collaborations or licensing arrangements. If the Company raises additional funds by issuing equity securities, its stockholders may experience dilution. Any future debt financing may impose upon it covenants that restrict our operations, including limitations on its ability to incur liens or additional debt, pay dividends, repurchase its common stock, make certain investments and engage in certain merger, consolidation or asset sale transactions. Any equity or debt financing may contain terms that are not favorable to the Company or its stockholders. If the Company is unable to raise additional funds when needed, it may be required to delay, reduce or terminate some or all of its development programs and clinical trials. The Company may also be required to sell or license to other parties’ rights to develop or commercialize its drug candidates that it would prefer to retain. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. The Company expects to continue to incur expenses and operating losses at least for the foreseeable future as it evaluates future plans for the ADAIR and ADMIR programs as well as its strategic alternatives. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial periods and pursuant to the rules of the Securities and Exchange Commission. References in this Quarterly Report on Form 10-Q to “authoritative guidance” is meant to refer to GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) of the Financial Accounting Standards Board (FASB). The December 31, 2021 balance sheet was derived from audited financial statements. In the opinion of management, the unaudited interim financial statements furnished herein include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of June 30, 2022, and the results of operations and stockholders’ equity (deficit) for the three and six months ended June 30, 2022 and 2021 and cash flows for the six months ended June 30, 2022 and 2021. Results of operations for the three and six months ended June 30, 2022, are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2022. The unaudited interim financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited interim financial statements should be read in conjunction with the annual audited financial statements and related notes as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 14, 2022. Recapitalization Immediately prior to the closing of the IPO (Note 7), the Company effected a one-for-40 reverse stock split of its common stock. All share and per share amounts, excluding the number of authorized shares and par value, contained in these financial statements and accompanying notes, and this Quarterly Report on Form 10-Q give retroactive effect to the reverse split. Use of Estimates The preparation of financial statements in conformity 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 unaudited interim financial statements and the reported amounts of expenses during the reporting period. Estimates and assumptions are primarily made in relation to the valuation of share options, the embedded derivative of convertible notes, warrant issuance, valuation allowances relating to deferred tax assets, revenue recognition, accrued expenses and estimation of the incremental borrowing rate for the finance lease. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate. Marketable Securities Marketable securities consist of debt securities that are designated as available-for-sale. Marketable debt securities are recorded at fair value and unrealized holding gains or losses are reported as a component of accumulated other comprehensive income (loss). Realized gains or losses resulting from the sale of these securities are determined based on the specific identification of the securities sold. An impairment charge is recognized when the decline in the fair value of a debt security below the amortized cost basis is determined to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the duration and severity of any decline in fair value below the amortized cost basis, any adverse changes in the financial condition of the issuers and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. Warrant Liabilities The Company evaluated the warrants issued in connection with the May 2022 registered direct financing (Note 7) in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (ASC 815-40), and concluded that a provision in the warrants related to the reduction of the exercise price in certain circumstances precludes the warrants from being accounted for as components of equity. As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants are recorded as derivative liabilities on the Balance Sheets and measured at fair value at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement , with changes in fair value recognized in the Statements of Operations and Comprehensive Loss in the period of change. Stock-based Compensation The Company recognizes expense for employee and non-employee stock-based compensation in accordance with ASC Topic 718, Stock-Based Compensation (ASC 718). ASC 718 requires that such transactions be accounted for using a fair value-based method. The estimated fair value of the options is amortized over the vesting period, based on the fair value of the options on the date granted, and is calculated using the Black-Scholes option-pricing model. The Company accounts for forfeitures as incurred. In considering the fair value of the underlying stock when the Company granted options, the Company considered several factors including the fair values established by market transactions. Stock option-based compensation includes estimates and judgments of when stock options might be exercised and stock price volatility. The timing of option exercises is out of the Company's control and depends upon a number of factors including the Company's market value and the financial objectives of the option holders. These estimates can have a material impact on the stock compensation expense but will have no impact on the cash flows. The estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period the estimates are revised. The Company uses the expected term, rather than the contractual term, for both employee and consultant options issued. Recent Accounting Pronouncements The Company considered the applicability and impact of all ASUs issued during the quarter ended June 30, 2022 and each was determined to be either not applicable or expected to have minimal impact on these financial statements. |
MARKETABLE SECURITIES AND FAIR
MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS | MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS Marketable Securities The following is a summary of the Company’s available for sale securities as of the dates indicated: As of June 30, 2022 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable Securities: Debt securities: Municipal bonds 1,752 — (3) 1,749 Total $ 1,752 $ — $ (3) $ 1,749 As of December 31, 2021 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable Securities: Debt securities: Corporate bonds $ 1,153 $ — $ (1) $ 1,152 Municipal bonds 2,657 — (1) 2,656 Total $ 3,810 $ — $ (2) $ 3,808 Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820, Fair Value Measurement , establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy defined by ASC 820 are described below: Level 1 : Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 : Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liabilities. Level 3 : Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). As of June 30, 2022, the Company’s financial instruments included cash and cash equivalents, marketable securities, prepaid expenses and other current assets, accounts payable, accrued expenses, and the warrant liability. The carrying amounts reported in the balance sheets for cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. The following table presents, for each of the fair value hierarchy levels required under ASC 820, the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022: Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Marketable securities, available-for-sale $ — $ 1,749 $ — Liabilities: Warrant Liability $ — $ — $ 1,554 On May 17, 2022, the Company issued 3,700,000 shares of common stock pursuant to a securities purchase agreement at a purchase price of $1.0632 per share in a registered direct offering (Note 7). In connection with the registered direct offering, the Company issued warrants to purchase an aggregate of 3,700,000 shares of common stock at an exercise price of $0.9382 per share. The warrants were classified as a liability in accordance with ASC 815-40 and the fair value of $1,554 is reflected in warrant liability on the Balance Sheet. The warrant liability was measured at fair value at inception and is revalued at each financial statement date, with changes in fair value presented within change in fair value of warrant liability in the Statement of Operations and Comprehensive Loss. The following table presents the changes is the fair value of the Level 3 liability: Warrant Liability Fair value as of December 31, 2021 $ — Initial measurement on May 17, 2022 1,288 Change in valuation 266 Balance, June 30, 2022 $ 1,554 The Black-Scholes valuation model was used to estimate the fair value of the warrants with the following weighted-average assumptions: (Initial Measurement) May 17, 2022 June 30, 2022 Volatility 130.8 % 132.3 % Expected term in years 2.5 2.5 Dividend rate 0.0 % 0.0 % Risk-free interest rate 2.665 % 2.955 % The fair value of the embedded derivative liability identified in the 2021 Convertible Notes (Note 6) was a Level 3 fair value measurement. As of February 12, 2021, the embedded derivative was remeasured based upon the conversion price of $8.00 per share upon closing of the IPO. As such, an expense of $89 was recorded during the six months ended June 30, 2021. The following table summarizes the estimated fair value of our investments in marketable debt securities with stated contractual maturity dates, accounted for as available-for-sale securities and classified by the contractual maturity date of the securities: As of June 30, 2022 Due in 1 year $ 1,749 Due in 1-5 years — Due in 5-10 years — Due after 10 years — Total $ 1,749 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consist of the following: June 30, 2022 December 31, 2021 Research and development $ 469 $ 894 General and administrative 56 183 Payroll and related 277 291 Licensing related 52 62 Total accrued expenses $ 854 $ 1,430 |
PPP NOTE AND CONVERTIBLE NOTES
PPP NOTE AND CONVERTIBLE NOTES | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
PPP NOTE AND CONVERTIBLE NOTES | PPP NOTE AND CONVERTIBLE NOTES In May 2020, the Company issued a promissory note under the PPP (the PPP Note) totaling $61. The PPP Note had a stated interest rate of 1% and had a two-year maturity. Payments were required to be made over a 1.5-year In January 2021, the Company entered into a Convertible Promissory Note Purchase Agreement with certain existing stockholders, including Salmon Pharma, an affiliate of Medice, and David Baker, the Company’s Chief Executive Officer, pursuant to which the Company issued the 2021 Convertible Notes, for cash proceeds of $350. The 2021 Convertible Notes bore an interest rate of 7.0% per annum, non-compounding, and had a maturity date of September 30, 2021. The 2021 Convertible Notes converted into 54,906 shares of the Company’s common stock upon completion of the IPO. The Company identified the mandatory conversion into shares of the Company’s common stock as a redemption feature, which requires bifurcation from the 2021 Convertible Notes and treated it as a derivative liability under ASC 815 as the redemption feature was not clearly and closely related to the debt. The Company evaluated the fair value of the derivative liability. Upon the conversion of the 2021 Convertible Notes to common stock at the closing of the IPO, the embedded derivative liability was remeasured and removed from the balance sheet. |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock In February 2021, the Company completed the IPO of 2,250,000 shares of common stock at a public offering price of $8.00 per share. The gross proceeds from the IPO, before deducting underwriting discounts, commissions and other offering expenses payable by the Company, were $18,000. Underwriting discounts and expenses totaled $1,600 and the Company incurred approximately $905 of additional expenses related to completing the IPO for aggregate net proceeds were approximately $15,500. On May 17, 2022, the Company sold 3,700,000 shares of common stock pursuant to a securities purchase agreement at a purchase price of $1.0632 per share in a registered direct offering (the Offering). The gross proceeds from the Offering were approximately $3,900, before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company of approximately $572 of which $85 related to the warrants was expensed. Common Stock Warrants In connection with the IPO, the Company granted the underwriters warrants (the Underwriters' Warrants) to purchase an aggregate of 112,500 shares of common stock at an exercise price of $10.00 per share. The Underwriters’ Warrants have a five Volatility 85.0 % Expected term in years 2.5 Dividend rate 0.0 % Risk-free interest rate 0.155 % In connection with the Offering, the Company issued warrants to purchase an aggregate of 3,700,000 shares of common stock at an exercise price of $0.9382 per share. The warrants have a five Volatility 130.8 % Expected term in years 2.5 Dividend rate 0.0 % Risk-free interest rate 2.665 % |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company recorded stock-based compensation related to stock options and shares issued under the Company’s 2018 Equity Incentive Plan (2018 Plan) in the following expense categories of its accompanying statements of operations for the three and six months ended June 30, 2022 and 2021: For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Research and development $ (129) $ 18 $ (111) $ 39 General and administrative 44 120 207 267 Total $ (85) $ 138 $ 96 $ 306 Stock Options The Company has granted stock options to purchase its common stock to employees and consultants under the 2018 Plan, under which the Company may issue stock options, restricted stock and other equity-based awards. The Company has also granted certain stock options outside of the 2018 Plan. Stock options granted by the Company generally have a contractual life of up to 10 years. The Company measures equity-based awards granted to employees, and non-employees based on their fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period or performance-based period, which is generally the vesting period of the respective award. The measurement date for service-based equity awards is the date of grant, and equity-based compensation costs are recognized as expense over the requisite service period, which is the vesting period for certain performance-based awards. The Company records expense for performance-based awards if it concludes that it is probable that the performance condition will be achieved. The table below represents the activity of stock options granted to employees and non-employees for the six months ended June 30, 2022: Number of options Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at December 31, 2021 708,490 $ 3.60 8.64 Granted 204,500 $ 5.22 Exercised — — Forfeited 182,290 — Outstanding at June 30, 2022 730,700 $ 3.92 8.51 Exercisable at June 30, 2022 315,888 $ 3.36 7.88 The Black-Scholes option-pricing model was used to estimate the grant date fair value of each stock option grant at the time of grant using the following weighted-average assumptions: For the Six Months Ended June 30, 2022 2021 Volatility 90.39 % 83.50 % Expected term in years 5.98 5.90 Dividend rate 0.00 % 0.00 % Risk-free interest rate 2.00 % 0.99 % Fair value of option on grant date $ 3.86 $ 3.87 At June 30, 2022, the unrecognized compensation cost related to unvested stock options expected to vest was $1,132. This unrecognized compensation is expected to be recognized over a weighted-average amortization period of 2.71 years. Restricted Stock Units The Company has issued performance-based restricted stock units (RSUs). Vesting of the performance-based RSUs is subject to the achievement of certain milestones. The following table summarizes the activity related to RSUs granted to employees for the three months ended June 30, 2022: Shares Outstanding at December 31, 2021 — Granted 150,000 Vested and settled — Expired/forfeited/canceled — Outstanding at June 30, 2022 150,000 During the six months ended June 30, 2022, the Company granted 150,000 RSUs at a grant date fair value of $0.5552, all of which were performance-based RSUs. As of June 30, 2022, the milestones associated with the performance-based RSUs were not probable of achievement, and accordingly, no stock-based compensation expense has been recognized for these awards. The unrecognized compensation cost related to unvested performance-based RSUs was $83, which will be recognized commencing in the period in which the performance condition is deemed probable of achievement. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONSIn January 2021, the Company entered into a Convertible Promissory Note Purchase Agreement with certain existing stockholders, including Salmon Pharma, an affiliate of Medice, and David Baker, the Company’s Chief Executive Officer, pursuant to which the Company issued the 2021 Convertible Notes for cash proceeds of $350. The 2021 Convertible Notes bore an interest rate of 7.0% per annum, non-compounding, and had a maturity date of September 30, 2021. The 2021 Convertible Notes converted into 54,906 shares of the Company’s common stock upon completion of the IPO. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Employment Agreements The Company has entered into employment contracts with its officers that provide for severance and continuation of benefits in the event of termination of employment by the Company without cause or by the employee for good reason. In addition, in the event of termination of employment following a change in control, the vesting of certain equity awards may be accelerated. COVID-19 Impact The global COVID-19 pandemic continues to present uncertainty and unforeseeable new risks to the Company’s operations and business plan. The Company has closely monitored recent COVID-19 developments, including the lifting of COVID-19 safety measures, the drop in vaccination rates, the implementation of, and reaction to, vaccine mandates, the spread of new strains or variants of coronavirus (such as the Delta and Omicron variants), and supply chain and labor shortages. In light of these developments, the full impact of the COVID-19 pandemic on the Company’s business, operations and clinical development plans remains uncertain and will vary depending on the pandemic’s future impact on the Company’s clinical trial enrollment (including the Company’s ability to recruit and retain patients), clinical trial sites, CROs, third-party manufacturers, and other third parties with whom we do business, as well as any legal or regulatory consequences resulting therefrom. To the extent possible, the Company is conducting business as usual, with necessary or advisable modifications to employee travel and with most of its employees and consultants working remotely. The Company will continue to actively monitor the COVID-19 pandemic and may take further actions that alter its operations, including those that may be required by federal, state or local authorities, or that the Company determines are in the best interests of its employees and other third parties with whom the Company does business. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial periods and pursuant to the rules of the Securities and Exchange Commission. References in this Quarterly Report on Form 10-Q to “authoritative guidance” is meant to refer to GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) of the Financial Accounting Standards Board (FASB). The December 31, 2021 balance sheet was derived from audited financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity 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 unaudited interim financial statements and the reported amounts of expenses during the reporting period. Estimates and assumptions are primarily made |
Marketable Securities | Marketable Securities Marketable securities consist of debt securities that are designated as available-for-sale. Marketable debt securities are recorded at fair value and unrealized holding gains or losses are reported as a component of accumulated other comprehensive income (loss). Realized gains or losses resulting from the sale of these securities are determined based on the specific identification of the securities sold. An impairment charge is recognized when the decline in the fair value of a debt security below the amortized cost basis is determined to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the duration and severity of any decline in fair value below the amortized cost basis, any adverse changes in the financial condition of the issuers and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. |
Warrant Liability | Warrant Liabilities The Company evaluated the warrants issued in connection with the May 2022 registered direct financing (Note 7) in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (ASC 815-40), and concluded that a provision in the warrants related to the reduction of the exercise price in certain circumstances precludes the warrants from being accounted for as components of equity. As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants are recorded as derivative liabilities on the Balance Sheets and measured at fair value at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement , with changes in fair value recognized in the Statements of Operations and Comprehensive Loss in the period of change. |
Stock-based Compensation | Stock-based Compensation The Company recognizes expense for employee and non-employee stock-based compensation in accordance with ASC Topic 718, Stock-Based Compensation (ASC 718). ASC 718 requires that such transactions be accounted for using a fair value-based method. The estimated fair value of the options is amortized over the vesting period, based on the fair value of the options on the date granted, and is calculated using the Black-Scholes option-pricing model. The Company accounts for forfeitures as incurred. In considering the fair value of the underlying stock when the Company granted options, the Company considered several factors including the fair values established by market transactions. Stock option-based compensation includes estimates and judgments of when stock options might be exercised and stock price volatility. The timing of option exercises is out of the Company's control and depends upon a number of factors including the Company's market value and the financial objectives of the option holders. These estimates can have a material impact on the stock compensation expense but will have no impact on the cash flows. The estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period the estimates are revised. The Company uses the expected term, rather than the contractual term, for both employee and consultant options issued. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company considered the applicability and impact of all ASUs issued during the quarter ended June 30, 2022 and each was determined to be either not applicable or expected to have minimal impact on these financial statements. |
MARKETABLE SECURITIES AND FAI_2
MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Available for Sale Securities | The following is a summary of the Company’s available for sale securities as of the dates indicated: As of June 30, 2022 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable Securities: Debt securities: Municipal bonds 1,752 — (3) 1,749 Total $ 1,752 $ — $ (3) $ 1,749 As of December 31, 2021 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable Securities: Debt securities: Corporate bonds $ 1,153 $ — $ (1) $ 1,152 Municipal bonds 2,657 — (1) 2,656 Total $ 3,810 $ — $ (2) $ 3,808 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents, for each of the fair value hierarchy levels required under ASC 820, the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022: Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Marketable securities, available-for-sale $ — $ 1,749 $ — Liabilities: Warrant Liability $ — $ — $ 1,554 |
Schedule of Activity for the Liability Measured at Estimated Fair Value Using Unobservable Inputs | The following table presents the changes is the fair value of the Level 3 liability: Warrant Liability Fair value as of December 31, 2021 $ — Initial measurement on May 17, 2022 1,288 Change in valuation 266 Balance, June 30, 2022 $ 1,554 |
Fair Value Measurement Inputs and Valuation Techniques | The Black-Scholes valuation model was used to estimate the fair value of the warrants with the following weighted-average assumptions: (Initial Measurement) May 17, 2022 June 30, 2022 Volatility 130.8 % 132.3 % Expected term in years 2.5 2.5 Dividend rate 0.0 % 0.0 % Risk-free interest rate 2.665 % 2.955 % Volatility 85.0 % Expected term in years 2.5 Dividend rate 0.0 % Risk-free interest rate 0.155 % Volatility 130.8 % Expected term in years 2.5 Dividend rate 0.0 % Risk-free interest rate 2.665 % |
Summary of Estimated Fair Value of Investments Classified by Contractual Maturity Date | The following table summarizes the estimated fair value of our investments in marketable debt securities with stated contractual maturity dates, accounted for as available-for-sale securities and classified by the contractual maturity date of the securities: As of June 30, 2022 Due in 1 year $ 1,749 Due in 1-5 years — Due in 5-10 years — Due after 10 years — Total $ 1,749 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: June 30, 2022 December 31, 2021 Research and development $ 469 $ 894 General and administrative 56 183 Payroll and related 277 291 Licensing related 52 62 Total accrued expenses $ 854 $ 1,430 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques | The Black-Scholes valuation model was used to estimate the fair value of the warrants with the following weighted-average assumptions: (Initial Measurement) May 17, 2022 June 30, 2022 Volatility 130.8 % 132.3 % Expected term in years 2.5 2.5 Dividend rate 0.0 % 0.0 % Risk-free interest rate 2.665 % 2.955 % Volatility 85.0 % Expected term in years 2.5 Dividend rate 0.0 % Risk-free interest rate 0.155 % Volatility 130.8 % Expected term in years 2.5 Dividend rate 0.0 % Risk-free interest rate 2.665 % |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | The Company recorded stock-based compensation related to stock options and shares issued under the Company’s 2018 Equity Incentive Plan (2018 Plan) in the following expense categories of its accompanying statements of operations for the three and six months ended June 30, 2022 and 2021: For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Research and development $ (129) $ 18 $ (111) $ 39 General and administrative 44 120 207 267 Total $ (85) $ 138 $ 96 $ 306 |
Activity of Stock Options Granted | The table below represents the activity of stock options granted to employees and non-employees for the six months ended June 30, 2022: Number of options Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at December 31, 2021 708,490 $ 3.60 8.64 Granted 204,500 $ 5.22 Exercised — — Forfeited 182,290 — Outstanding at June 30, 2022 730,700 $ 3.92 8.51 Exercisable at June 30, 2022 315,888 $ 3.36 7.88 |
Schedule of Valuation Assumptions | The Black-Scholes option-pricing model was used to estimate the grant date fair value of each stock option grant at the time of grant using the following weighted-average assumptions: For the Six Months Ended June 30, 2022 2021 Volatility 90.39 % 83.50 % Expected term in years 5.98 5.90 Dividend rate 0.00 % 0.00 % Risk-free interest rate 2.00 % 0.99 % Fair value of option on grant date $ 3.86 $ 3.87 |
Summary of Restricted Stock Unit Activity | The following table summarizes the activity related to RSUs granted to employees for the three months ended June 30, 2022: Shares Outstanding at December 31, 2021 — Granted 150,000 Vested and settled — Expired/forfeited/canceled — Outstanding at June 30, 2022 150,000 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) | Mar. 31, 2022 participant |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of subjects enrolled in the SEAL study | 55 |
Number of subjects that completed the SEAL study | 53 |
Number of subjects included in the final SEAL study analysis | 52 |
LIQUIDITY (Details)
LIQUIDITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |||||
May 17, 2022 | Feb. 28, 2021 | Jan. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Accumulated deficit | $ (26,310) | $ (21,902) | |||||
Proceeds from convertible notes | $ 350 | $ 0 | $ 350 | ||||
Class of Stock [Line Items] | |||||||
Net proceeds from sale of stock | $ 3,900 | ||||||
Sale of stock (in shares) | 3,700,000 | ||||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Sale of stock, price per share (in usd per share) | $ 1.0632 | ||||||
Cash and cash equivalents | $ 5,221 | $ 10,460 | $ 3,702 | $ 109 | |||
Stock issuance costs | $ 572 | ||||||
Warrants issuance expense | $ 85 | ||||||
Cash, cash equivalents, and marketable securities | $ 6,970 | ||||||
IPO | |||||||
Class of Stock [Line Items] | |||||||
Net proceeds from sale of stock | $ 15,500 | ||||||
Sale of stock (in shares) | 2,250,000 | ||||||
Sale of stock, price per share (in usd per share) | $ 8 |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Feb. 12, 2021 |
Accounting Policies [Abstract] | |
Reverse stock split | 0.025 |
MARKETABLE SECURITIES AND FAI_3
MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||||
May 17, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Feb. 12, 2021 | |
Fair Value Disclosures [Abstract] | |||||
Sale of stock (in shares) | 3,700,000 | ||||
Sale of stock, price per share (in usd per share) | $ 1.0632 | ||||
Warrants issued (in shares) | 3,700,000 | ||||
Warrant exercise price (in usd per share) | $ 0.9382 | ||||
Warrant liability | $ 1,554 | $ 1,554 | $ 0 | ||
Conversion price (in usd per share) | $ 8 | ||||
Expense recognized on embedded derivative | $ 89 |
MARKETABLE SECURITIES AND FAI_4
MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS - Summary of the Company’s Available for Sale Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of Investments [Line Items] | ||
Adjusted Cost | $ 1,752 | $ 3,810 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (3) | (2) |
Fair Value | 1,749 | 3,808 |
Corporate bonds | ||
Schedule of Investments [Line Items] | ||
Adjusted Cost | 1,153 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (1) | |
Fair Value | 1,152 | |
Municipal bonds | ||
Schedule of Investments [Line Items] | ||
Adjusted Cost | 1,752 | 2,657 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (3) | (1) |
Fair Value | $ 1,749 | $ 2,656 |
MARKETABLE SECURITIES AND FAI_5
MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | May 17, 2022 | Dec. 31, 2021 |
Assets: | |||
Marketable securities, available-for-sale | $ 1,749 | $ 3,808 | |
Liabilities: | |||
Warrant liability | 1,554 | $ 1,554 | $ 0 |
Quoted Prices in Active Markets (Level 1) | |||
Assets: | |||
Marketable securities, available-for-sale | 0 | ||
Liabilities: | |||
Warrant liability | 0 | ||
Significant Other Observable Inputs (Level 2) | |||
Assets: | |||
Marketable securities, available-for-sale | 1,749 | ||
Liabilities: | |||
Warrant liability | 0 | ||
Significant Other Unobservable Inputs (Level 3) | |||
Assets: | |||
Marketable securities, available-for-sale | 0 | ||
Liabilities: | |||
Warrant liability | $ 1,554 |
MARKETABLE SECURITIES AND FAI_6
MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS - Liability Measured at Estimated Fair Value (Details) - Embedded Derivative Liability $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 31, 2021 | $ 0 |
Initial measurement on May 17, 2022 | 1,288 |
Change in valuation | 266 |
Balance as of June 30, 2022 | $ 1,554 |
MARKETABLE SECURITIES AND FAI_7
MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS - Derivative Liability Measurement Inputs (Details) | Jun. 30, 2022 | May 17, 2022 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 1.323 | 1.308 |
Expected term in years | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 2.5 | 2.5 |
Dividend rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 0 | 0 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 0.02955 | 0.02665 |
MARKETABLE SECURITIES AND FAI_8
MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS - Summary of Estimated Fair Value of Investments Classified by Contractual Maturity Date (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Due in 1 year | $ 1,749 | |
Due in 1-5 years | 0 | |
Due in 5-10 years | 0 | |
Due after 10 years | 0 | |
Total | $ 1,749 | $ 3,808 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Research and development | $ 469 | $ 894 |
General and administrative | 56 | 183 |
Payroll and related | 277 | 291 |
Licensing related | 52 | 62 |
Accrued expenses | $ 854 | $ 1,430 |
PPP NOTE AND CONVERTIBLE NOTES
PPP NOTE AND CONVERTIBLE NOTES (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |||
Feb. 28, 2021 | Jan. 31, 2021 | May 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | |||||
Forgiveness of PPP note | $ 61 | $ 0 | $ 61 | ||
Proceeds from convertible notes | $ 350 | $ 0 | $ 350 | ||
Paycheck Protection Program, CARES Act | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, face amount | $ 61 | ||||
Convertible notes interest rate | 1% | ||||
Debt instrument, maturity | 2 years | ||||
Debt instrument, payment term | 1 year 6 months | ||||
Salmon Pharma, Affiliate of Medice and David Baker, CEO | Convertible Promissory Note Purchase Agreement | |||||
Related Party Transaction [Line Items] | |||||
Convertible notes interest rate | 7% | ||||
Proceeds from convertible notes | $ 350 | ||||
Convertible notes, converted, shares issued (in shares) | 54,906 | 54,906 |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
May 17, 2022 | Feb. 28, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||
Sale of stock (in shares) | 3,700,000 | ||||
Sale of stock, price per share (in usd per share) | $ 1.0632 | ||||
Additional offering expense | $ 905 | ||||
Net proceeds from sale of stock | $ 3,900 | ||||
Stock issuance costs | 572 | ||||
Warrants issuance expense | $ 85 | ||||
Warrants granted (in shares) | 3,700,000 | ||||
Warrant exercise price (in usd per share) | $ 0.9382 | ||||
Warrants outstanding, term | 5 years | ||||
Warrant issued reflected in additional paid-in capital | $ 399 | ||||
Warrant liability | $ 1,554 | $ 1,554 | $ 0 | ||
IPO | |||||
Class of Stock [Line Items] | |||||
Sale of stock (in shares) | 2,250,000 | ||||
Sale of stock, price per share (in usd per share) | $ 8 | ||||
Gross proceeds from stock offering | $ 18,000 | ||||
Stock issuance costs, discounts and commissions | 1,600 | ||||
Net proceeds from sale of stock | $ 15,500 | ||||
Underwriters' Allotment | |||||
Class of Stock [Line Items] | |||||
Warrants granted (in shares) | 112,500 | ||||
Warrant exercise price (in usd per share) | $ 10 | ||||
Warrants outstanding, term | 5 years | ||||
Warrant issued reflected in additional paid-in capital | $ 399 |
STOCKHOLDERS_ EQUITY (DEFICIT_3
STOCKHOLDERS’ EQUITY (DEFICIT) - Estimate of the Fair Value of the Warrants and Assumptions (Details) | Jun. 30, 2022 | May 17, 2022 |
Volatility | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 1.323 | 1.308 |
Volatility | Warrants-IPO | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 0.850 | |
Volatility | Warrants 2022 | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 1.308 | |
Expected term in years | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 2.5 | 2.5 |
Expected term in years | Warrants-IPO | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 2.5 | |
Expected term in years | Warrants 2022 | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 2.5 | |
Dividend rate | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 0 | 0 |
Dividend rate | Warrants-IPO | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 0 | |
Dividend rate | Warrants 2022 | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 0 | |
Risk-free interest rate | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 0.02955 | 0.02665 |
Risk-free interest rate | Warrants-IPO | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 0.00155 | |
Risk-free interest rate | Warrants 2022 | ||
Class of Stock [Line Items] | ||
Warrants outstanding, measurement input | 0.02665 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ (85) | $ 138 | $ 96 | $ 306 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | (129) | 18 | (111) | 39 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 44 | $ 120 | $ 207 | $ 267 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) $ / shares shares | |
Options | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock awards, contractual life (up to) | 10 years | |
Unrecognized compensation cost | $ 1,132 | $ 1,132 |
Unrecognized compensation, weighted average amortization period | 2 years 8 months 15 days | |
Restricted Stock Units (RSUs) | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 83 | $ 83 |
Granted (in shares) | shares | 150,000 | 150,000 |
Grant date fair value (in usd per share) | $ / shares | $ 0.5552 |
STOCK-BASED COMPENSATION - Acti
STOCK-BASED COMPENSATION - Activity of Stock Options (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Number of options | ||
Outstanding, Beginning Balance (in shares) | 708,490 | |
Granted (in shares) | 204,500 | |
Forfeited (in shares) | 182,290 | |
Outstanding, Ending Balance (in shares) | 730,700 | 708,490 |
Exercisable, Ending Balance (in shares) | 315,888 | |
Weighted average exercise price | ||
Outstanding, Beginning Balance (in usd per share) | $ 3.60 | |
Granted (in usd per share) | 5.22 | |
Outstanding, Ending Balance (in usd per share) | 3.92 | $ 3.60 |
Exercisable, Ending Balance (in usd per share) | $ 3.36 | |
Weighted average remaining contractual term (years) | ||
Outstanding, Beginning Balance (years) | 8 years 6 months 3 days | 8 years 7 months 20 days |
Outstanding, Ending Balance (years) | 8 years 6 months 3 days | 8 years 7 months 20 days |
Exercisable, Balance Ending (years) | 7 years 10 months 17 days |
STOCK-BASED COMPENSATION - Assu
STOCK-BASED COMPENSATION - Assumptions Used to Estimate Fair Value of Options (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Volatility | 90.39% | 83.50% |
Expected term in years | 5 years 11 months 23 days | 5 years 10 months 24 days |
Dividend rate | 0% | 0% |
Risk-free interest rate | 2% | 0.99% |
Fair value of option on grant date (in dollars per share) | $ 3.86 | $ 3.87 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Shares | ||
Beginning Balance, Outstanding (in shares) | 0 | |
Granted (in shares) | 150,000 | 150,000 |
Ending Balance, Outstanding (in shares) | 150,000 | 150,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Feb. 28, 2021 | Jan. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Proceeds from convertible notes | $ 350 | $ 0 | $ 350 | |
Salmon Pharma, Affiliate of Medice and David Baker, CEO | Convertible Promissory Note Purchase Agreement | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from convertible notes | $ 350 | |||
Convertible notes interest rate | 7% | |||
Convertible notes, converted, shares issued (in shares) | 54,906 | 54,906 |