Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-4 |
Amendment Flag | false |
Entity Registrant Name | CALADRIUS BIOSCIENCES, INC. |
Entity Central Index Key | 0000320017 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets (FY
Consolidated Balance Sheets (FY) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | |||||
Cash and cash equivalents | $ 12,747 | $ 24,647 | $ 16,512 | ||
Marketable securities | 75,772 | 70,323 | 18,061 | ||
Prepaid and other current assets | 2,181 | 1,212 | 758 | ||
Total current assets | 90,700 | 96,182 | 35,331 | ||
Property and equipment, net | 55 | 62 | 57 | ||
Other assets | 708 | 764 | 614 | ||
Total assets | 91,463 | 97,008 | 36,002 | ||
Liabilities | |||||
Accounts payable | 697 | 1,934 | 1,020 | ||
Accrued liabilities | 2,104 | 2,589 | 2,486 | ||
Total current liabilities | 2,801 | 4,523 | 3,506 | ||
Other long-term liabilities | 421 | 485 | 254 | ||
Total liabilities | 3,222 | 5,008 | 3,760 | ||
Commitments and Contingencies | |||||
Stockholders' Equity | |||||
Preferred stock; authorized, 20,000,000 shares Series B convertible redeemable preferred stock liquidation value, 0.001 share of common stock, $0.01 par value; 825,000 shares designated; issued and outstanding, 10,000 shares at December 31, 2021 and December 31, 2020, respectively | 0 | 0 | 0 | ||
Common stock, $0.001 par value, authorized 500,000,000 shares; issued 59,800,792 and 19,389,413 shares, at December 31, 2021 and December 31, 2020, respectively; and outstanding, 59,789,712 and 19,378,333 shares, at December 31, 2021 and December 31, 2020, respectively | 61 | 60 | 19 | ||
Additional paid-in capital | 546,580 | 545,988 | 458,748 | ||
Treasury stock, at cost; 11,080 shares at December 31, 2021 and December 31, 2020 respectively | (708) | (708) | (708) | ||
Accumulated deficit | (457,242) | (453,016) | (425,550) | ||
Accumulated other comprehensive loss | (196) | (70) | (13) | ||
Total Caladrius Biosciences, Inc. stockholders' equity | 88,495 | 92,254 | 32,496 | ||
Non-controlling interests | (254) | (254) | (254) | ||
Total stockholders' equity | 88,241 | 92,000 | $ 110,014 | 32,242 | $ 20,553 |
Total liabilities, non-controlling interests and stockholders' equity | $ 91,463 | $ 97,008 | $ 36,002 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (FY) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Stock | |||
Preferred stock, shares authorized (shares) | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, liquidation preference (shares) | 0.001 | 0.001 | 0.001 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares designated (shares) | 825,000 | 825,000 | 825,000 |
Preferred stock, shares issued (shares) | 10,000 | 10,000 | 10,000 |
Preferred stock, shares outstanding (shares) | 10,000 | 10,000 | 10,000 |
Common Stock | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (shares) | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares, issued (shares) | 60,544,144 | 59,800,792 | 19,389,413 |
Common stock, shares, outstanding (shares) | 60,533,064 | 59,789,712 | 19,378,333 |
Treasury Stock | |||
Treasury stock (shares) | 11,080 | 11,080 | 11,080 |
Consolidated Statements of Oper
Consolidated Statements of Operations (FY) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Expenses: | ||
Research and development | $ 17,680 | $ 9,253 |
General and administrative | 11,370 | 9,892 |
Total operating expenses | 29,050 | 19,145 |
Operating loss | (29,050) | (19,145) |
Other income (expense): | ||
Investment income, net | 151 | 132 |
Other expense, net | (75) | 0 |
Total other (expense) income | 76 | 132 |
Net loss before benefit from income taxes and noncontrolling interests | (28,974) | (19,013) |
Benefit from income taxes | (1,508) | (10,872) |
Net loss | (27,466) | (8,141) |
Less - net income attributable to noncontrolling interests | 0 | 9 |
Net loss attributable to Caladrius Biosciences, Inc. common stockholders | $ (27,466) | $ (8,150) |
Basic and diluted loss per share: | ||
Caladrius Biosciences, Inc. common shareholders - basic (in dollars per share) | $ (0.50) | $ (0.53) |
Caladrius Biosciences, Inc. common shareholders - diluted (in dollars per share) | $ (0.50) | $ (0.53) |
Weighted average common shares outstanding: | ||
Basic shares | 55,313 | 15,440 |
Diluted shares | 55,313 | 15,440 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (FY) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (27,466) | $ (8,141) |
Other comprehensive loss: | ||
Available for sale securities - net unrealized loss | (57) | (15) |
Total other comprehensive loss | (57) | (15) |
Comprehensive loss | (27,523) | (8,156) |
Comprehensive income attributable to noncontrolling interests | 0 | 9 |
Comprehensive loss attributable to Caladrius Biosciences, Inc. common stockholders | $ (27,523) | $ (8,165) |
Consolidated Statements of Equi
Consolidated Statements of Equity (FY) - USD ($) $ in Thousands | Total | Total Caladrius Biosciences, Inc. Stockholders' Equity | Series B Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Treasury Stock | Non- Controlling Interest in Subsidiary |
Beginning Balance (in shares) at Dec. 31, 2019 | 10,000 | 10,529,000 | |||||||
Beginning Balance at Dec. 31, 2019 | $ 20,553 | $ 20,816 | $ 0 | $ 11 | $ 438,911 | $ 2 | $ (417,400) | $ (708) | $ (263) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (8,141) | (8,150) | (8,150) | 9 | |||||
Unrealized loss on marketable securities | (15) | (15) | (15) | ||||||
Share-based compensation (in shares) | 53,000 | ||||||||
Share-based compensation | 1,117 | 1,117 | $ 0 | 1,117 | |||||
Net proceeds from issuance of common stock and warrants (in shares) | 8,807,000 | ||||||||
Net proceeds from issuance of common stock and warrants | 18,728 | 18,728 | $ 8 | 18,720 | |||||
Ending Balance (in shares) at Dec. 31, 2020 | 10,000 | 19,389,000 | |||||||
Ending Balance at Dec. 31, 2020 | 32,242 | 32,496 | $ 0 | $ 19 | 458,748 | (13) | (425,550) | (708) | (254) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (8,063) | (8,063) | (8,063) | 0 | |||||
Unrealized loss on marketable securities | (59) | (59) | (59) | ||||||
Share-based compensation (in shares) | 273,000 | ||||||||
Share-based compensation | 413 | 413 | 413 | ||||||
Net proceeds from issuance of common stock and warrants (in shares) | 39,841,000 | ||||||||
Net proceeds from issuance of common stock and warrants | 85,457 | 85,457 | $ 41 | 85,416 | |||||
Proceeds from option exercises (in shares) | 7,000 | ||||||||
Proceeds from option exercises | 24 | 24 | 24 | ||||||
Ending Balance (in shares) at Mar. 31, 2021 | 10,000 | 59,510,000 | |||||||
Ending Balance at Mar. 31, 2021 | 110,014 | 110,268 | $ 0 | $ 60 | 544,601 | (72) | (433,613) | (708) | (254) |
Beginning Balance (in shares) at Dec. 31, 2020 | 10,000 | 19,389,000 | |||||||
Beginning Balance at Dec. 31, 2020 | 32,242 | 32,496 | $ 0 | $ 19 | 458,748 | (13) | (425,550) | (708) | (254) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (27,466) | (27,466) | (27,466) | 0 | |||||
Unrealized loss on marketable securities | (57) | (57) | (57) | ||||||
Share-based compensation (in shares) | 517,000 | ||||||||
Share-based compensation | 1,757 | 1,757 | $ 0 | 1,757 | |||||
Net proceeds from issuance of common stock and warrants (in shares) | 39,888,000 | ||||||||
Net proceeds from issuance of common stock and warrants | $ 85,500 | 85,500 | $ 41 | 85,459 | |||||
Proceeds from option exercises (in shares) | 7,250 | 7,000 | |||||||
Proceeds from option exercises | $ 24 | 24 | $ 0 | 24 | |||||
Ending Balance (in shares) at Dec. 31, 2021 | 10,000 | 59,801,000 | |||||||
Ending Balance at Dec. 31, 2021 | 92,000 | 92,254 | $ 0 | $ 60 | 545,988 | (70) | (453,016) | (708) | (254) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (4,226) | (4,226) | (4,226) | 0 | |||||
Unrealized loss on marketable securities | (126) | (126) | (126) | ||||||
Share-based compensation (in shares) | 743,000 | ||||||||
Share-based compensation | $ 593 | 593 | $ 1 | 592 | |||||
Proceeds from option exercises (in shares) | 0 | ||||||||
Ending Balance (in shares) at Mar. 31, 2022 | 10,000 | 60,544,000 | |||||||
Ending Balance at Mar. 31, 2022 | $ 88,241 | $ 88,495 | $ 0 | $ 61 | $ 546,580 | $ (196) | $ (457,242) | $ (708) | $ (254) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (FY) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (27,466) | $ (8,141) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Equity-based compensation expense | 2,005 | 1,265 |
Depreciation and amortization | 55 | 63 |
Amortization/accretion on marketable securities | 2,514 | 307 |
Changes in operating assets and liabilities: | ||
Prepaid and other current assets | (453) | 56 |
Other assets | (150) | 466 |
Accounts payable, accrued liabilities and other liabilities | 1,250 | (2,839) |
Net cash used in operating activities | (22,245) | (8,823) |
Cash flows from investing activities: | ||
Purchase of marketable securities | (179,775) | (34,799) |
Sales of marketable securities | 124,939 | 27,542 |
Purchases of property and equipment | (60) | (20) |
Net cash used in investing activities | (54,896) | (7,277) |
Cash flows from financing activities: | ||
Proceeds from exercise of options | 24 | 0 |
Tax withholding payments on net share settlement equity awards | (248) | (148) |
Net proceeds from issuance of capital stock | 85,500 | 18,728 |
Net cash (used in) provided by financing activities | 85,276 | 18,580 |
Net (decrease) increase in cash and cash equivalents | 8,135 | 2,480 |
Cash and cash equivalents at beginning of period | 16,512 | 14,032 |
Cash and cash equivalents at end of period | 24,647 | 16,512 |
Supplemental Disclosure of Cash Flow Information: | ||
Interest | 0 | 0 |
Taxes | $ 0 | $ 0 |
Consolidated Balance Sheets (Q1
Consolidated Balance Sheets (Q1) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
ASSETS | |||||
Cash and cash equivalents | $ 12,747 | $ 24,647 | $ 16,512 | ||
Marketable securities | 75,772 | 70,323 | 18,061 | ||
Prepaid and other current assets | 2,181 | 1,212 | 758 | ||
Total current assets | 90,700 | 96,182 | 35,331 | ||
Property and equipment, net | 55 | 62 | 57 | ||
Other assets | 708 | 764 | 614 | ||
Total assets | 91,463 | 97,008 | 36,002 | ||
Liabilities | |||||
Accounts payable | 697 | 1,934 | 1,020 | ||
Accrued liabilities | 2,104 | 2,589 | 2,486 | ||
Total current liabilities | 2,801 | 4,523 | 3,506 | ||
Other long-term liabilities | 421 | 485 | 254 | ||
Total liabilities | 3,222 | 5,008 | 3,760 | ||
Commitments and Contingencies | |||||
Stockholders' Equity | |||||
Preferred stock, authorized, 20,000,000 shares Series B convertible redeemable preferred stock liquidation value, 0.001 share of common stock, $0.01 par value; 825,000 shares designated; issued and outstanding, 10,000 shares at March 31, 2022 and December 31, 2021, respectively | 0 | 0 | 0 | ||
Common stock, $0.001 par value, authorized 500,000,000 shares; issued 60,544,144 and 59,800,792 shares at March 31, 2022 and December 31, 2021, respectively; and outstanding, 60,533,064 and 59,789,712 shares at March 31, 2022 and December 31, 2021, respectively | 61 | 60 | 19 | ||
Additional paid-in capital | 546,580 | 545,988 | 458,748 | ||
Treasury stock, at cost; 11,080 shares at March 31, 2022 and December 31, 2021 | (708) | (708) | (708) | ||
Accumulated deficit | (457,242) | (453,016) | (425,550) | ||
Accumulated other comprehensive loss | (196) | (70) | (13) | ||
Total Caladrius Biosciences, Inc. stockholders' equity | 88,495 | 92,254 | 32,496 | ||
Non-controlling interests | (254) | (254) | (254) | ||
Total stockholders' equity | 88,241 | 92,000 | $ 110,014 | 32,242 | $ 20,553 |
Total liabilities, non-controlling interests and stockholders' equity | $ 91,463 | $ 97,008 | $ 36,002 |
Consolidated Balance Sheets (_3
Consolidated Balance Sheets (Q1) (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, liquidation value | 0.001 | 0.001 | 0.001 |
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares designated | 825,000 | 825,000 | 825,000 |
Preferred stock, shares issued | 10,000 | 10,000 | 10,000 |
Preferred stock, shares outstanding | 10,000 | 10,000 | 10,000 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 60,544,144 | 59,800,792 | 19,389,413 |
Common stock, shares, outstanding | 60,533,064 | 59,789,712 | 19,378,333 |
Treasury stock (shares) | 11,080 | 11,080 | 11,080 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Q1) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Expenses: | ||||
Research and development | $ 3,278 | $ 5,076 | $ 17,680 | $ 9,253 |
General and administrative | 3,342 | 3,010 | 11,370 | 9,892 |
Total operating expenses | 6,620 | 8,086 | 29,050 | 19,145 |
Operating loss | (6,620) | (8,086) | (29,050) | (19,145) |
Other income (expense): | ||||
Investment income, net | 63 | 23 | 151 | 132 |
Other expense, net | (148) | 0 | (75) | 0 |
Total other (expense) income | (85) | 23 | 76 | 132 |
Net loss before benefit from income taxes and noncontrolling interests | (6,705) | (8,063) | (28,974) | (19,013) |
Benefit from income taxes | (2,479) | 0 | (1,508) | (10,872) |
Net loss attributable to Caladrius Biosciences, Inc. common stockholders | $ (4,226) | $ (8,063) | $ (27,466) | $ (8,150) |
Basic and diluted loss per share | ||||
Caladrius Biosciences, Inc. common stockholders - basic (in usd per share) | $ (0.07) | $ (0.19) | $ (0.50) | $ (0.53) |
Caladrius Biosciences, Inc. common stockholders - diluted (in usd per share) | $ (0.07) | $ (0.19) | $ (0.50) | $ (0.53) |
Weighted average common shares outstanding | ||||
Basic shares | 60,560 | 42,117 | 55,313 | 15,440 |
Diluted shares | 60,560 | 42,117 | 55,313 | 15,440 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Q1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (4,226) | $ (8,063) | $ (27,466) | $ (8,141) |
Available for sale securities - net unrealized loss | (126) | (59) | (57) | (15) |
Total other comprehensive loss | (126) | (59) | (57) | (15) |
Comprehensive loss attributable to Caladrius Biosciences, Inc. common stockholders | $ (4,352) | $ (8,122) | $ (27,523) | $ (8,165) |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Q1) - USD ($) $ in Thousands | Total | Total Caladrius Biosciences, Inc. Stockholders' Equity | Series B Convertible Preferred Stock | Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Treasury Stock | Non- Controlling Interest in Subsidiary |
Beginning Balance (in shares) at Dec. 31, 2019 | 10,000 | 10,529,000 | |||||||
Beginning Balance at Dec. 31, 2019 | $ 20,553 | $ 20,816 | $ 0 | $ 11 | $ 438,911 | $ 2 | $ (417,400) | $ (708) | $ (263) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (8,141) | (8,150) | (8,150) | 9 | |||||
Unrealized loss on marketable securities | (15) | (15) | (15) | ||||||
Share-based compensation (in shares) | 53,000 | ||||||||
Share-based compensation | 1,117 | 1,117 | $ 0 | 1,117 | |||||
Net proceeds from issuance of common stock and warrants (in shares) | 8,807,000 | ||||||||
Net proceeds from issuances of common stock and warrants | 18,728 | 18,728 | $ 8 | 18,720 | |||||
Ending Balance (in shares) at Dec. 31, 2020 | 10,000 | 19,389,000 | |||||||
Ending Balance at Dec. 31, 2020 | 32,242 | 32,496 | $ 0 | $ 19 | 458,748 | (13) | (425,550) | (708) | (254) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (8,063) | (8,063) | (8,063) | 0 | |||||
Unrealized loss on marketable securities | (59) | (59) | (59) | ||||||
Share-based compensation (in shares) | 273,000 | ||||||||
Share-based compensation | 413 | 413 | 413 | ||||||
Net proceeds from issuance of common stock and warrants (in shares) | 39,841,000 | ||||||||
Net proceeds from issuances of common stock and warrants | 85,457 | 85,457 | $ 41 | 85,416 | |||||
Proceeds from option exercises (in shares) | 7,000 | ||||||||
Proceeds from option exercises | 24 | 24 | 24 | ||||||
Ending Balance (in shares) at Mar. 31, 2021 | 10,000 | 59,510,000 | |||||||
Ending Balance at Mar. 31, 2021 | 110,014 | 110,268 | $ 0 | $ 60 | 544,601 | (72) | (433,613) | (708) | (254) |
Beginning Balance (in shares) at Dec. 31, 2020 | 10,000 | 19,389,000 | |||||||
Beginning Balance at Dec. 31, 2020 | 32,242 | 32,496 | $ 0 | $ 19 | 458,748 | (13) | (425,550) | (708) | (254) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (27,466) | (27,466) | (27,466) | 0 | |||||
Unrealized loss on marketable securities | (57) | (57) | (57) | ||||||
Share-based compensation (in shares) | 517,000 | ||||||||
Share-based compensation | 1,757 | 1,757 | $ 0 | 1,757 | |||||
Net proceeds from issuance of common stock and warrants (in shares) | 39,888,000 | ||||||||
Net proceeds from issuances of common stock and warrants | $ 85,500 | 85,500 | $ 41 | 85,459 | |||||
Proceeds from option exercises (in shares) | 7,250 | 7,000 | |||||||
Proceeds from option exercises | $ 24 | 24 | $ 0 | 24 | |||||
Ending Balance (in shares) at Dec. 31, 2021 | 10,000 | 59,801,000 | |||||||
Ending Balance at Dec. 31, 2021 | 92,000 | 92,254 | $ 0 | $ 60 | 545,988 | (70) | (453,016) | (708) | (254) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (4,226) | (4,226) | (4,226) | 0 | |||||
Unrealized loss on marketable securities | (126) | (126) | (126) | ||||||
Share-based compensation (in shares) | 743,000 | ||||||||
Share-based compensation | $ 593 | 593 | $ 1 | 592 | |||||
Proceeds from option exercises (in shares) | 0 | ||||||||
Ending Balance (in shares) at Mar. 31, 2022 | 10,000 | 60,544,000 | |||||||
Ending Balance at Mar. 31, 2022 | $ 88,241 | $ 88,495 | $ 0 | $ 61 | $ 546,580 | $ (196) | $ (457,242) | $ (708) | $ (254) |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Q1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||
Net loss | $ (4,226) | $ (8,063) | $ (27,466) | $ (8,141) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Share-based compensation | 760 | 597 | 2,005 | 1,265 |
Depreciation and amortization | 7 | 16 | 55 | 63 |
Accretion on marketable securities | 515 | 323 | 2,514 | 307 |
Changes in operating assets and liabilities: | ||||
Prepaid and other current assets | (969) | (1,763) | (453) | 56 |
Other assets | 57 | 81 | (150) | 466 |
Accounts payable, accrued liabilities and other liabilities | (1,786) | 834 | 1,250 | (2,839) |
Net cash used in operating activities | (5,642) | (7,975) | (22,245) | (8,823) |
Cash flows from investing activities: | ||||
Purchase of marketable securities | (26,546) | (75,911) | (179,775) | (34,799) |
Sale of marketable securities | 20,456 | 10,821 | 124,939 | 27,542 |
Net cash used in investing activities | (6,090) | (65,090) | (54,896) | (7,277) |
Cash flows from financing activities: | ||||
Proceeds from exercise of options | 0 | 24 | 24 | 0 |
Tax withholding payments on net share settlement equity awards | (168) | (184) | (248) | (148) |
Net proceeds from issuance of common stock | 0 | 85,457 | 85,500 | 18,728 |
Net cash (used in) provided by financing activities | (168) | 85,297 | 85,276 | 18,580 |
Net (decrease) increase in cash and cash equivalents | (11,900) | 12,232 | 8,135 | 2,480 |
Cash and cash equivalents at beginning of period | 24,647 | 16,512 | 16,512 | 14,032 |
Cash and cash equivalents at end of period | $ 12,747 | $ 28,744 | $ 24,647 | $ 16,512 |
The Business (FY)
The Business (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
The Business | Note 1 – The Business Overview Caladrius Biosciences, Inc. (“we,” “us,” “our,” “Caladrius” or the “Company”) is a clinical-stage biopharmaceutical company dedicated to the development of treatments and reversal of severe diseases. The Company is developing what are intended to be first-in-class therapeutics based on the characteristics of naturally occurring CD34+ cells and their ability to stimulate the growth of new microvasculature. Its technology is intended to leverage these cells to enable the body's natural repair mechanisms using formulations unique to each medical indication. The Company's leadership team has decades of collective biopharmaceutical product development experience in a variety of therapeutic categories. Its goal is to develop and commercialize products that address important unmet medical needs based on a broad and versatile portfolio of candidates. The Company’s current product candidates include: • XOWNA ® • HONEDRA ® • CLBS201, the subject of a study designed to assess the safety and efficacy of CD34+ cell therapy as a treatment for patients with chronic kidney disease related to type 2 diabetes (diabetic kidney disease or “DKD”). • On April 26, 2022, the Company and Cend Therapeutics, Inc., a Delaware corporation (“Cend”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, a wholly-owned subsidiary of Caladrius will merge with and into Cend, with Cend surviving as a wholly-owned subsidiary of the Company (the “Merger”), subject to the terms of the Merger Agreement and stockholder approval of the transaction. Under the exchange ratio formula, as of immediately after the Merger, the former Cend stockholders are expected to own approximately 50% of the outstanding shares of Caladrius Common Stock and the Company’s stockholders as of immediately prior to the Merger are expected to own approximately 50% of the outstanding shares of Caladrius Common Stock. The actual allocation will be subject to adjustment based on our net cash balance at the time of closing and the amount of any transaction expenses of Cend in excess of $250 thousand at the time of closing. See Note 12 below for more information regarding the Merger and related transactions. Ischemic Repair (CD34 Cell Technology) The CD34+ cell was discovered as a result of the deliberate search for a cell capable of stimulating the development and/or repair of blood vessels. All tissues in the body maintain their function by replacing cells over time. In addition to the maintenance function, the body must also be capable of building new blood vessels after injury. A CD34+ cell is an endothelial progenitor cell that has the ability to stimulate new blood vessel formation at the level of the microvasculature. No other native cell discovered to date has demonstrated this same capability. The Company's proprietary cell technology using autologous (a patient’s own naturally occurring) CD34+ cells has led to the development of therapeutic product candidates designed to address diseases and conditions caused by ischemia. Ischemia occurs when the supply of oxygenated blood to healthy tissue is restricted or reduced. Through the administration of CD34+ cells, Caladrius seeks to promote the development and formation of new microvasculature and thereby increase blood flow to the impacted area. The Company believes that a number of conditions caused by underlying ischemic injury can be improved through its CD34+ cell technology including but not limited to Buerger's disease, CLI, CMD, and DKD. XOWNA ® In 2017, with the assistance of a $1.9 million grant from the National Institutes of Health (Award Number R44HL135889), the Company initiated its program for XOWNA ® ® ® HONEDRA ® The Company's randomized, open-label, registration-eligible study of HONEDRA ® ® ® CLBS201 for Treatment of Diabetic Kidney Disease Progressive kidney failure is associated with attrition of the microcirculation of the kidney. Pre-clinical studies in kidney disease and injury models have demonstrated that protection or replenishment of the microcirculation results in improved kidney function. Based on these observations, the Company has elected to move forward with a Phase 1b, open-label, proof-of-concept trial evaluating CLBS201 dosed via intra-renal artery injections in subjects with DKD. This protocol is expected to include six subjects in total with the first two subjects sequentially dosed and followed for a two-week safety observation period. Clearance by the independent Data Safety Monitoring Board (“DSMB”) overseeing the study will then permit the treatment of the next four patients, with all patients being followed for safety and therapeutic effect. A read-out of data will occur after at the six-month follow-up visit for all patients. A key criterion for continued development of CLBS201 will be its ability to demonstrate a therapeutic effect that will make it competitive in the field of DKD treatment, i.e., kidney function regeneration, as indicated by increased glomerular filtration rate. As announced recently, the Company has treated the first patient in the CLBS201 proof-of-concept study and targets treatment completion for all six subjects during the third quarter of 2022. Additional Out-licensing Opportunities and Pipeline Diversification The Company's broad intellectual property portfolio of cell therapy assets includes notable programs available for out-licensing in order to continue their clinical development. The Company's current long-term strategy focuses on advancing its therapies through development with the ultimate objective of obtaining market authorizations and entering commercialization, either alone or with partners, to provide treatment options to patients suffering from life-threatening medical conditions. The Company believes that it is well-positioned to realize potentially meaningful value increases within its own proprietary pipeline if it is successful in advancing its product candidates to their next significant development milestones. In addition, the Company further desires to diversify its pipeline of development products candidates and is exploring a range of strategic transactions in furtherance of that goal. The Company has taken, and intends to continue to take, active steps to identify assets and/or companies for acquisition and/or partnership that would enhance and de-risk its current development portfolio. Such assets could target indications beyond cardiovascular disease as well as product categories outside of cell therapy. The range of possible transactions includes an acquisition, merger, business combination, in-license or other strategic transaction, any of which could result in the issuance of securities that could significantly dilute the shares of its existing stockholders. There can be no assurance that this exploration of strategic alternatives will result in Caladrius entering into or completing any transaction or that such transaction, if completed, will add to shareholder value. Coronavirus Considerations In December 2019, a novel strain of coronavirus (SARS-CoV-2), which causes COVID-19, was reported to have surfaced in China. In March 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic, and the world's economies began to experience pronounced effects. Despite the FDA approval of multiple COVID-19 vaccines in late 2020, there remains uncertainty around the extent and duration of disruption and any future related financial impact cannot reasonably be estimated at this time. In response to the COVID-19 pandemic, the Company implemented a universal work from home policy as well as stringent social distancing and other hygiene policies for employees when they must be in the office. The Company's clinical study of HONEDRA ® ® ® Basis of Presentation The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of March 31, 2022, and the results of its operations and its cash flows for the periods presented. The unaudited consolidated financial statements herein should be read together with the historical consolidated financial statements of the Company for the years ended December 31, 2021 and 2020 included in our 2021 Form 10-K. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. 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 disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of expenses during the reporting period. The Company bases its estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company makes critical estimates and assumptions in determining stock-based awards values. Accordingly, actual results could differ from those estimates and assumptions. Principles of Consolidation The Consolidated Financial Statements include the accounts of Caladrius Biosciences, Inc. and its wholly owned and majority owned subsidiaries and affiliates. All intercompany activities have been eliminated in consolidation. | Note 1 – The Business OVERVIEW Caladrius Biosciences, Inc. (“we,” “us,” “our,” “Caladrius” or the “Company”) is a clinical-stage biopharmaceutical company dedicated to the development of treatments and reversal of severe diseases. The Company is developing what are intended to be first-in-class therapeutics based on the characteristics of naturally occurring CD34+ cells and their ability to stimulate the growth of new microvasculature. Its technology is intended to leverage these cells to enable the body's natural repair mechanisms using formulations unique to each medical indication. The Company's leadership team has decades of collective biopharmaceutical development experience. Its goal is to develop and commercialize products that address important unmet medical needs based on a broad and versatile portfolio of candidates. The Company's current product candidates include: • XOWNA ® • HONEDRA ® • CLBS201, designed to assess the safety and efficacy of CD34+ cell therapy as a treatment for patients with chronic kidney disease related to type 2 diabetes (diabetic kidney disease or “DKD”). Ischemic Repair (CD34 Cell Technology) The CD34+ cell was discovered as a result of the deliberate search for a cell capable of stimulating the development and/or repair of blood vessels. All tissues in the body maintain their function by replacing cells over time. In addition to the maintenance function, the body must also be capable of building new blood vessels after injury. A CD34+ cell is an endothelial progenitor cell that has the ability to stimulate new blood vessel formation at the level of the microvasculature. No other native cell discovered to date has demonstrated this same capability. The Company's proprietary cell technology using autologous (a patient’s own naturally occurring) CD34+ cells has led to the development of therapeutic product candidates designed to address diseases and conditions caused by ischemia. Ischemia occurs when the supply of oxygenated blood to healthy tissue is restricted or reduced. Through the administration of CD34+ cells, Caladrius seeks to promote the development and formation of new microvasculature and thereby increase blood flow to the impacted area. The Company believes that a number of conditions caused by underlying ischemic injury can be improved through its CD34+ cell technology including, but not limited to, Buerger's disease, CLI, CMD, and DKD. XOWNA ® In 2017, with the assistance of a $1.9 million grant from the National Institutes of Health (Award Number R44HL135889), the Company initiated its program for XOWNA ® double-blind, randomized and placebo-controlled clinical trial designed to further evaluate the efficacy and safety of intracoronary artery delivery of autologous CD34+ cells in subjects with CMD and without obstructive coronary artery disease. While early enrollment proceeded to plan with the first patient treated in January 2021, the impact of the COVID-19 pandemic contributed to a general slowing of enrollment. Protocol amendments to the initial FREEDOM Trial protocol, as agreed to by the FDA, were implemented with the goal of enhancing breadth and speed of subject enrollment. HONEDRA ® The Company's randomized, open-label, registration-eligible study of HONEDRA ® ® ® CLBS201 for Treatment of Diabetic Kidney Disease Progressive kidney failure is associated with attrition of the microcirculation of the kidney. Pre-clinical studies in kidney disease and injury models have demonstrated that protection or replenishment of the microcirculation results in improved kidney function. Based on these observations, the Company has elected to move forward with a Phase 1, open-label, proof-of-concept trial evaluating CLBS201 dosed via intra-renal artery injections in subjects with DKD. This protocol, as approved by an Institutional Review Board (the “IRB”), is expected to include six subjects in total with the first two subjects sequentially dosed and followed for a two-week safety observation period. Clearance by the independent Data Safety Monitoring Board (“DSMB”) overseeing the study will then permit the treatment of the next four patients, with all patients being followed for safety and therapeutic effect. A read-out of data will occur after at the six-month follow-up visit for all patients. A key criterion for continued development of CLBS201 will be its ability to demonstrate a therapeutic effect that will make it competitive in the field of DKD treatment, i.e., kidney function regeneration, as indicated by increased glomerular filtration rate. Additional Out-licensing Opportunities and Pipeline Diversification The Company's broad intellectual property portfolio of cell therapy assets includes notable programs available for out-licensing in order to continue their clinical development. The Company's current long-term strategy focuses on advancing its therapies through development with the ultimate objective of obtaining market authorizations and entering commercialization, either alone or with partners, to provide treatment options to patients suffering from life-threatening medical conditions. The Company believes that it is well-positioned to realize potentially meaningful value increases within its own proprietary pipeline if it is successful in advancing its product candidates to their next significant development milestones. In addition, the Company further desires to diversify its pipeline of development products candidates and is exploring a range of strategic transactions in furtherance of that goal. The Company has taken, and intends to continue to take, active steps to identify assets and/or companies for acquisition and/or partnership that would complement its current development programs and de-risk its overall development portfolio. Such assets potentially could target indications beyond cardiovascular disease as well as product categories outside of cell therapy. The range of possible transactions includes an acquisition, merger, business combination, in-license or other strategic transaction, any of which could result in the issuance of securities that could significantly dilute the shares of its existing stockholders. There can be no assurance that this exploration of strategic alternatives will result in Caladrius entering into or completing any transaction or that such transaction, if completed, will add to shareholder value. Coronavirus Considerations In December 2019, a novel strain of coronavirus (SARS-CoV-2), which causes COVID-19, was reported to have surfaced in China. In March 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic, and the world's economies began to experience pronounced effects. Despite the FDA approval of multiple COVID-19 vaccines in late 2020, there remains uncertainty around the extent and duration of disruption and any future related financial impact cannot reasonably be estimated at this time. In response to the COVID-19 pandemic, the Company implemented a universal work from home policy as well as stringent social distancing and other hygiene policies for employees when they must be in the office. The Company's clinical study of HONEDRA ® COVID-19 in Japan would continue to impact negatively enrollment of patients in the HONEDRA ® ® Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 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 disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of expenses during the reporting period. The Company bases its estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company makes critical estimate and assumptions in determining stock-based awards values. Accordingly, actual results could differ from those estimates and assumptions. Principles of Consolidation The Consolidated Financial Statements include the accounts of Caladrius Biosciences, Inc. and its wholly owned and majority owned subsidiaries and affiliates. All intercompany activities have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies In addition to the policies below, the Company's significant accounting policies are described in Note 2 of the Notes to Consolidated Financial Statements included in its 2021 Form 10-K. There were no changes to these policies during the three months ended March 31, 2022. Concentration of Risks The Company is subject to credit risk from its portfolio of cash, cash equivalents and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Cash is held at major banks in the United States. Therefore, the Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of the Company's investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements, and a competitive after-tax rate of return. Share-Based Compensation The Company expenses all share-based payment awards to employees, directors, and consultants, including grants of stock options, warrants, and restricted stock, over the requisite service period based on the grant date fair value of the awards. Consultant awards are remeasured each reporting period through vesting. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. The Company determines the fair value of option awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options or warrants. The fair value of the Company’s restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. | Note 2 – Summary of Significant Accounting Policies Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid, investments with maturities of ninety days or less when purchased. Concentration of Risks The Company is subject to credit risk from its portfolio of cash, cash equivalents and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Cash is held at major banks in the United States. Therefore, the Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of the Company's investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements, and a competitive after-tax rate of return. Marketable Securities The Company determines the appropriate classification of its marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. All of the Company's marketable securities are considered as available-for-sale and carried at estimated fair values and reported in cash equivalents and marketable securities. Unrealized gains and losses on available-for-sale securities are excluded from net income and reported in accumulated other comprehensive income (loss) as a separate component of stockholders' equity. Other income (expense), net, includes interest, dividends, amortization of purchase premiums and discounts, realized gains and losses on sales of securities and other-than-temporary declines in the fair value of securities, if any. The cost of securities sold is based on the specific identification method. The Company regularly reviews all of its investments for other-than-temporary declines in fair value. The Company's review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that it will be required to sell the securities before the recovery of their amortized cost basis. When the Company determines that the decline in fair value of an investment is below its accounting basis and this decline is other-than-temporary, it reduces the carrying value of the security it holds and records a loss for the amount of such decline. Property and Equipment The cost of property and equipment is depreciated over the estimated useful lives of the related assets. Depreciation is computed on the straight-line method. Repairs and maintenance expenditures that do not extend original asset lives are charged to expense as incurred. The estimated useful lives of property and equipment are as follows: Furniture and fixtures 10 years Computer equipment 3 years Software 3 years Leasehold improvements Life of lease Long-lived Assets Long-lived assets consist of property and equipment. The assets are amortized on a straight line basis over their respective useful lives. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds the fair value of the asset. If other events or changes in circumstances indicate that the carrying amount of an asset that the Company expects to hold and use may not be recoverable, the Company will estimate the undiscounted future cash flows expected to result from the use of the asset and/or its eventual disposition, and recognize an impairment loss, if any. The impairment loss, if determined to be necessary, would be measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Share-Based Compensation The Company expenses all share-based payment awards to employees, directors, and consultants, including grants of stock options, warrants, and restricted stock, over the requisite service period based on the grant date fair value of the awards. Consultant awards are remeasured each reporting period through vesting. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. The Company determines the fair value of option awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options or warrants. Stock based compensation expense also includes an estimate, which is made at the time of the grant, of the number of awards that are expected to be forfeited. The fair value of the Company’s restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. Loss Per Share Basic loss per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period. Diluted loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding. Diluted loss per share is not presented as such potentially dilutive securities are anti-dilutive to losses incurred in all periods presented. Treasury Stock Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains or losses on the subsequent reissuance of shares are credited or charged to additional paid in capital. Research and Development Costs Research and development (“R&D”) expenses include salaries, benefits, and other headcount related costs, clinical trial and related clinical manufacturing costs, contract and other outside service fees including sponsored research agreements, and facilities and overhead costs. The Company expenses the costs associated with research and development activities when incurred. To further drive the Company’s cell therapy initiatives, the Company will continue targeting key governmental agencies, congressional committees and not-for-profit organizations to contribute funds for the Company’s research and development programs. The Company accounts for such grants as a deduction to the related expense in research and development operating expenses when earned. New Accounting Pronouncements In October 2019, the FASB issued ASU 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company believes that the adoption of this new accounting guidance has not had a material impact on its financial statements and footnote disclosures. |
Available-for-Sale-Securities (
Available-for-Sale-Securities (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||
Available-for-Sale-Securities | Note 3 – Available-for-Sale-Securities The following table is a summary of available-for-sale securities recorded in cash and cash equivalents or marketable securities in our Consolidated Balance Sheets (in thousands): March 31, 2022 December 31, 2021 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Corporate debt securities $62,770 $— $(162) $62,608 $53,135 $— $(65) $53,070 Money market funds 6,578 — — 6,578 18,124 — — 18,124 Municipal debt securities 17,267 — (34) 17,233 20,263 — (5) 20,258 Total $86,615 $— $(196) $86,419 $91,522 $— $(70) $91,452 Estimated fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The following table summarizes the classification of the available-for-sale securities in our Consolidated Balance Sheets (in thousands): March 31, 2022 December 31, 2021 Cash equivalents $10,647 $21,129 Marketable securities 75,772 70,323 Total $86,419 $91,452 The following table summarizes our portfolio of available-for-sale securities by contractual maturity (in thousands): March 31, 2022 Amortized Cost Estimated Fair Value Less than one year $86,615 $86,419 Greater than one year — Total $86,615 $86,419 | Note 3 – Available-for-Sale-Securities The following table is a summary of available-for-sale securities recorded in cash and cash equivalents or debt marketable securities in the Company's Consolidated Balance Sheets (in thousands): December 31, 2021 December 31, 2020 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Corporate debt securities $53,135 $— $(65) $53,070 $ 8,406 $— $ ( 7 $ 8,399 Money market funds 18,124 — — 18,124 7,591 — — 7,591 Municipal debt securities 20,263 — (5) 20,258 14,753 — (6) 14,747 Total $91,522 $— $(70) $91,452 $30,750 $— $(13) $30,737 Estimated fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The following table summarizes the classification of the available-for-sale debt securities on the Company's Consolidated Balance Sheets (in thousands): December 31, 2021 December 31, 2020 Cash and cash equivalents $21,129 $12,676 Marketable securities 70,323 18,061 Total $91,452 $30,737 The following table summarizes the Company's portfolio of available-for-sale securities by contractual maturity (in thousands): December 31, 2021 December 31, 2020 Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Less than one year $91,522 $91,452 $30,750 $30,737 Greater than one year — — — — Total $91,522 $91,452 $30,750 $30,737 |
Property and Equipment (FY)
Property and Equipment (FY) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Furniture and fixtures $ 26 $ 26 Computer equipment 314 254 Leasehold improvements 90 90 Property and equipment, gross 430 370 Accumulated depreciation (368) (313) Property and equipment, net $ 62 $ 57 The Company’s results included depreciation expense of approximately $0.1 million and $0.1 million for the years ended December 31, 2021 and 2020, respectively. |
Loss Per Share (FY)
Loss Per Share (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Loss Per Share | Note 4 – Income (Loss) Per Share For the three months ended March 31, 2022 and 2021, the Company incurred net losses and therefore no common stock equivalents were utilized in the calculation of diluted loss per share as they are anti-dilutive. At March 31, 2022 and 2021, the Company excluded the following potentially dilutive securities (in thousands): March 31, 2022 2021 Stock Options 2,640 1,022 Warrants 21,357 21,357 Restricted Stock Units 1,460 798 | Note 5 – Loss Per Share For the years ended December 31, 2021 and 2020, the Company incurred net losses and therefore no common stock equivalents were utilized in the calculation of loss per share as they are anti-dilutive in the periods presented. At December 31, 2021 and 2020, the Company excluded the following potentially dilutive securities (in thousands): December 31, 2021 2020 Stock Options 2,132 964 Warrants 21,357 2,638 Restricted Stock Units 604 340 |
Fair Value Measurements (FY)
Fair Value Measurements (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 5 – Fair Value Measurements The fair value of financial assets and liabilities that are being measured and reported are defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market at the measurement date (exit price). The Company is required to classify fair value measurements in one of the following categories: Level 1 inputs are defined as quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are defined as inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly. Level 3 inputs are defined as unobservable inputs for the assets or liabilities. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The following table sets forth by level within the fair value hierarchy the Company's financial assets that were accounted for at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 (in thousands). March 31, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Marketable securities - available for sale $— $75,772 $— $75,772 $— $70,323 $— $70,323 $— $75,772 $— $75,772 $— $70,323 $— $70,323 | Note 6 – Fair Value Measurements Fair value of financial assets and liabilities that are being measured and reported are defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market at the measurement date (exit price). The Company is required to classify fair value measurements in one of the following categories: Level 1 inputs are defined as quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are defined as inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly. Level 3 inputs are defined as unobservable inputs for the assets or liabilities. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2021 and December 31, 2020 were as follows (in thousands): December 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Marketable securities - available for sale $— $70,323 $— $70,323 $— $18,061 $— $18,061 $— $70,323 $— $70,323 $— $18,061 $— $18,061 The carrying values of cash, cash equivalents, accounts payable and accrued expenses approximate fair value at December 31, 2021 and December 31, 2020, due to the short maturity nature of these items. |
Accrued Liabilities (FY)
Accrued Liabilities (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | ||
Accrued Liabilities | Note 6 – Accrued Liabilities Accrued liabilities as of March 31, 2022 and December 31, 2021 were as follows (in thousands): March 31, 2022 December 31, 2021 Salaries, employee benefits and related taxes $1,005 $2,034 Operating lease liabilities — current 205 229 Other 894 326 Total $2,104 $2,589 | Note 7 – Accrued Liabilities Accrued liabilities were as follow (in thousands): December 31, 2021 2020 Salaries, employee benefits and related taxes $2,034 $1,716 Operating lease liabilities - current 229 370 Other 326 400 $2,589 $2,486 |
Operating Leases (FY)
Operating Leases (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating Leases | Note 7 – Operating Leases The Company has operating leases for two offices with terms that expire in 2023 and 2025, respectively. The Company estimates its incremental borrowing rate at lease commencement to determine the present value of lease payments as most of the Company's leases do not provide an implicit rate of return. The Company recognizes lease expense on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company elected to account for non-lease components associated with its leases and lease components as a single lease component. Each of the Company's leases includes options for the Company to extend the lease term and/or sub-lease space in whole or in part. Operating lease liabilities and right-of-use assets were recorded in the following captions of our balance sheet were as follows (in thousands): March 31, 2022 December 31, 2021 Right-of Use Assets: Other assets $667 $724 Total Right-of-Use Asset $667 $724 Operating Lease Liabilities: Accrued liabilities $205 $229 Other long-term liabilities 421 485 Total Operating Lease Liabilities $626 $714 As of March 31, 2022, the weighted average remaining lease term for our operating leases was 2.3 years, and the weighted average discount rate for our operating leases was 9.625%. Future minimum lease payments under the lease agreements as of March 31, 2022 were as follows (in thousands): Years ended Operating Leases 2022 181 2023 217 2024 190 2025 143 Total lease payments 731 Less: Amounts representing interest (105) Present value of lease liabilities $ 626 | Note 8 – Operating Leases The Company adopted ASU No. 2016-02, Leases (Topic 842) on January 1, 2019 and recognized leases with duration greater than 12 months on the balance sheet using the modified retrospective approach. The Company has operating leases for two offices with terms that expire in 2023 and 2025, respectively. The Company estimates its incremental borrowing rate at lease commencement to determine the present value of lease payments as most of the Company's leases do not provide an implicit rate of return. The Company recognizes lease expense on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company elected to account for non-lease components associated with its leases and lease components as a single lease component. Each of the Company's leases includes options for the Company to extend the lease term and/or sub-lease space in whole or in part. Operating lease liabilities and right-of-use assets were recorded in the following captions of our balance sheet as follows (in thousands): December 31, 2021 December 31, 2020 Right-of Use Assets: Other assets $724 $574 Total Right-of-Use Asset $724 $574 Operating Lease Liabilities: Accrued liabilities $229 $370 Other long-term liabilities 485 254 Total Operating Lease Liabilities $714 $624 As of December 31, 2021, the weighted average remaining lease term for our operating leases was 2.50 years, and the weighted average discount rate for our operating leases was 9.625%. Future minimum lease payments under the lease agreements as of December 31, 2021 were as follows (in thousands): Years ended Operating Leases 2022 $ 286 2023 217 2024 190 2025 143 Total lease payments 836 Less: Amounts representing interest (122) Present value of lease liabilities $ 714 |
Stockholders' Equity (FY)
Stockholders' Equity (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Stockholders' Equity | Note 8 – Stockholders' Equity Equity Issuances Purchase Agreement In March 2019, the Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company has the right to sell to Lincoln Park shares of the Company’s common stock having an aggregate value of up to $26.0 million, subject to certain limitations and conditions set forth in the Purchase Agreement (the “Offering”). As consideration for entering into the Purchase Agreement, the Company issued to Lincoln Park an additional 181,510 shares of common stock as commitment shares. Pursuant to the Purchase Agreement, Lincoln Park purchased 250,000 shares of common stock, at a price of $4.00 per share, for a total gross purchase price of $1.0 million (the “Initial Purchase”) upon commencement. Thereafter, as often as every business day from and after one business day following the date of the Initial Purchase and over the 36-month term of the Purchase Agreement the Company has the right, from time to time, at its sole discretion and subject to certain conditions, to direct Lincoln Park to purchase up to 100,000 shares of common stock, with such amount increasing as the closing sale price of the common stock increases; provided Lincoln Park’s obligation under any single such purchase will not exceed $2.5 million, unless the Company and Lincoln Park mutually agree to increase the maximum amount of such single purchase (each, a “Regular Purchase”). If the Company directs Lincoln Park to purchase the maximum number of shares of common stock it then may sell in a Regular Purchase, then in addition to such Regular Purchase, and subject to certain conditions and limitations in the Purchase Agreement, the Company may direct Lincoln Park in an “accelerated purchase” to purchase an additional amount of common stock that may not exceed the lesser of (i) 300% the number of shares purchased pursuant to the corresponding Regular Purchase or (ii) 30% of the total number of shares of the Company’s common stock traded during a specified period on the applicable purchase date as set forth in the Purchase Agreement. Under certain circumstances and in accordance with the Purchase Agreement, the Company may direct Lincoln Park to purchase shares in multiple accelerated purchases on the same trading day. The Company controls the timing and amount of any sales of its common stock to Lincoln Park. There is no upper limit on the price per share that Lincoln Park must pay for its common stock under the Purchase Agreement, but in no event will shares be sold to Lincoln Park on a day the closing price is less than the floor price specified in the Purchase Agreement. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the purchase agreement if it would result in Lincoln Park beneficially owning more than 9.99% of its common stock. The Purchase Agreement does not limit the Company’s ability to raise capital from other sources at the Company’s sole discretion, except that (subject to certain exceptions) the Company may not enter into any Variable Rate Transaction (as defined in the Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities) during the 36 months after the date of the Purchase Agreement. The Company has the right to terminate the Purchase Agreement at any time, at no cost to the Company. As of March 31, 2022, the Company had not made any sales of common stock to Lincoln Park under the Purchase Agreement other than the Initial Purchase. The agreement expired on April 1, 2022. At The Market Offering Agreement On June 4, 2021, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with HCW, as sales agent, in connection with an “at the market offering” under which the Company from time to time may offer and sell shares of its common stock, having an aggregate offering price of up to $50.0 million. During the three months ended March 31, 2022 and since inception the Company had not issued any shares under the ATM Agreement. Having received a listing deficiency notice from Nasdaq on February 18, 2022 after the Company’s shares traded below $1.00 for 30 consecutive trading days, the Company will not be permitted to sell additional shares under the ATM Agreement until it re-establishes timely compliance. Compliance may be reestablished by various mechanisms, including stock price appreciation at or above $1.00 for a requisite period of time and reverse stock split. Stock Options and Warrants The following table summarizes the activity for stock options and warrants for the three months ended March 31, 2022: Stock Options Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Outstanding at December 31, 2021 2,131,849 $ 5.64 7.97 $— 21,356,600 $2.84 4.37 $— Changes during the period: Granted 540,600 0.91 — — Exercised — — — — Forfeited (9,565) 1.90 — — Expired (23,275) 26.00 — — Outstanding at March 31, 2022 2,639,609 $ 4.51 7.83 $— 21,356,600 $2.84 4.13 $— Vested at March 31, 2022 or expected to vest in the future 2,594,630 $ 4.57 7.80 $— 21,356,600 $2.84 4.13 $— Vested at March 31, 2022 1,408,083 $ 7.36 6.41 $— 21,356,600 $2.84 4.13 $— Restricted Stock During the three months ended March 31, 2022 and 2021, the Company issued restricted stock for services as follows ($ in thousands): Three Months Ended March 31, 2022 2021 Number of restricted stock issued 1,061,175 300,450 Value of restricted stock issued $ 973 $ 478 The vesting terms of restricted stock issuances are generally between one Restricted Stock Units During the three months ended March 31, 2022 and 2021, the Company issued restricted stock units for services as follows ($ in thousands, except share data): Three Months Ended March 31, 2022 2021 Number of restricted stock units issued 1,379,860 458,245 Value of restricted stock units issued $ 1,265 $ 729 The weighted average estimated fair value of restricted stock issued for services in the three months ended March 31, 2022 and 2021 was $0.92 and $1.59 per share, respectively. The fair value of the restricted stock units was determined using the Company’s closing stock price on the date of issuance. The vesting terms of restricted stock unit issuances are generally one year, or upon the achievement of performance-based milestones. | Note 9 – Stockholders' Equity Equity Plans The Company has used long-term incentive plans for the purpose of granting equity awards to employees of the Company, including officers, and nonemployees, including consultants and nonemployee members of the Company's board of directors (collectively, the “Participants”). The Participants may receive awards as determined by a committee of independent members of the Company's board of directors or, to the extent authorized by such committee with respect to certain Participants, a duly authorized employee (collectively, the “Committee”). The incentive plan currently used by the Company is the 2018 Equity Incentive Compensation Plan (the “2018 Plan”), as adopted by the stockholders of the Company in June 2018, and subsequently increased by the stockholders of the Company in June 2021 with 6,000,000 shares authorized for issuance thereunder and in June of 2020 with 2,500,000 shares authorized for issuance thereunder, plus any shares awarded under the 2015 Equity Compensation Plan (the “2015 Plan”) or the Amended and Restated 2009 Equity Compensation Plan (the “2009 Plan”) that are not issued due to their subsequent forfeiture, cancellation, or other settlement thereof. Concurrent with the adoption of the 2018 Plan, no future awards will occur under the 2015 Plan or the 2009 Plan. The awards that may be made under the 2018 Plan include: (a) incentive stock options and nonqualified stock options, (b) shares of restricted stock, (c) restricted stock units, and (d) other kinds of equity-based compensation awards. All stock options under the 2015 Plan and 2009 Plan were granted and the 2018 Plan are granted at the fair market value of the common stock at the grant date. Stock options vest either on the date of grant, ratably over a period determined at time of grant, or upon the accomplishment of specified business milestones, and generally expire 2, 3, or 10 years from the grant date depending on the status of the recipient as a nonemployee, employee or director of the Company. As of December 31, 2021, there were 5,585,661 shares available for future grants under the 2018 Plan. No additional awards may be made under the 2015 Plan or the 2009 Plan. The Company adopted an employee stock purchase plan effective January 1, 2013 and authorized 50,000 shares under the plan (the “2012 ESPP”). The plan has two six-month offering periods per year under which eligible employees may contribute up to 15% of their compensation toward the purchase of the Company's common stock per offering period (with a $25,000 cap per calendar year). The employee's purchase price is equal to (i) 85% of the closing price of a share of the Company's common stock on the enrollment date of such offering period or (ii) 85% of the closing price of a share of the Company's common stock on the Exercise Date of such Offering Period, whichever is lower. In May 2017, the Company's stockholders approved an amendment and restatement to the 2012 ESPP (the “2017 ESPP”) in order to effect an increase of authorized shares from 50,000 to 100,000. In June 2018, the Company's stockholders approved an amendment to the 2017 ESPP (the “Amended 2017 ESPP”) in order to effect an increase of authorized shares from 100,000 to 500,000. During the year ended December 31, 2021, 47,132 shares were issued under the Amended 2017 ESPP. At December 31, 2021, the Company had 300,577 shares of the Company's common stock available for future grant in connection with this plan. Equity Issuances Purchase Agreement In March 2019, the Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company has the right to sell to Lincoln Park shares of the Company’s common stock having an aggregate value of up to $26.0 million, subject to certain limitations and conditions set forth in the Purchase Agreement (the “Offering”). As consideration for entering into the Purchase Agreement, the Company issued to Lincoln Park an additional 181,510 shares of common stock as commitment shares. Pursuant to the Purchase Agreement, upon commencement Lincoln Park purchased 250,000 shares of common stock, at a price of $4.00 per share for a total gross purchase price of $1,000,000 (the “Initial Purchase”) upon commencement. Thereafter, as often as every business day from and after one business day following the date of the Initial Purchase and over the 36-month term of the Purchase Agreement, the Company has the right, from time to time, at its sole discretion and subject to certain conditions, to direct Lincoln Park to purchase up to 100,000 shares of common stock, with such amount increasing as the closing sale price of the common stock increases; provided Lincoln Park’s obligation under any single such purchase will not exceed $2,500,000, unless the Company and Lincoln Park mutually agree to increase the maximum amount of such single purchase (each, a “Regular Purchase”). If the Company directs Lincoln Park to purchase the maximum number of shares of common stock it then may sell in a Regular Purchase, then in addition to such Regular Purchase, and subject to certain conditions and limitations in the Purchase Agreement, the Company may direct Lincoln Park in an “accelerated purchase” to purchase an additional amount of common stock that may not exceed the lesser of (i) 300% the number of shares purchased pursuant to the corresponding Regular Purchase or (ii) 30% of the total number of shares of the Company’s common stock traded during a specified period on the applicable purchase date as set forth in the Purchase Agreement (each, an “Accelerated Purchase”). Under certain circumstances and in accordance with the Purchase Agreement, the Company may direct Lincoln Park to purchase shares in multiple accelerated purchases on the same trading day. The Company controls the timing and amount of any sales of its common stock to Lincoln Park. There is no upper limit on the price per share that Lincoln Park must pay for its common stock under the Purchase Agreement, but in no event will shares be sold to Lincoln Park on a day the closing price is less than the floor price specified in the Purchase Agreement. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the purchase agreement if it would result in Lincoln Park beneficially owning more than 9.99% of its common stock. The Purchase Agreement does not limit the Company’s ability to raise capital from other sources at the Company’s sole discretion, except that (subject to certain exceptions) the Company may not enter into any Variable Rate Transaction (as defined in the Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities) during the 36 months after the date of the Purchase Agreement. The Company has the right to terminate the Purchase Agreement at any time, at no cost to the Company. As of December 31, 2021, the Company had not made any sales of common stock to Lincoln Park under the Purchase Agreement other than the Initial Purchase. In addition, the Company may not direct Lincoln Park to make Accelerated Purchases under the Purchase Agreement if the stock is below the specified floor price of $1.00. Common Stock Sales Agreement In February 2018, the Company entered into a common stock sales agreement with H.C. Wainwright & Co., LLC (“HCW”) as sales agent, which was subsequently amended in August 2018 (the “Sales Agreement”), in connection with an “at the market offering” under which the Company from time to time may offer and sell shares of its common stock, having an aggregate offering price of not more than $25.0 million. The Company provided HCW with customary indemnification rights, and HCW was entitled to a commission at a fixed commission rate equal to 3.0% of the gross proceeds per share sold. On February 12, 2021, the Company suspended the use of the at-the-market transactions facility and terminated the continuous offering pursuant to the Sales Agreement. As of the termination of the Sales Agreement on February 12, 2021, the Company had sold an aggregate 3,784,912 shares of its common stock pursuant to the Sales Agreement for net proceeds of $9.5 million since inception. For the year ended December 31, 2021, the Company had not issued any shares under the Sales Agreement. At The Market Offering Agreement On June 4, 2021, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with HCW, as sales agent, in connection with an “at the market offering” under which the Company from time to time may offer and sell shares of its common stock, having an aggregate offering price of up to $50.0 million. During the twelve months ended December 31, 2021, the Company had not issued any shares under the ATM Agreement. Having received a listing deficiency notice from Nasdaq on February 18, 2022 after the Company’s shares traded below $1.00 for 30 consecutive trading days, the Company will not be permitted to sell additional shares under the ATM Agreement until it re-establishes timely compliance. Compliance may be reestablished by various mechanisms, including stock price appreciation at or above $1.00 for a requisite period of time and reverse stock split. Registered Direct Offerings In February 2021, the Company entered into a Securities Purchase Agreement (the “Institutional Purchase Agreement”) with certain institutional investors (the “Institutional Purchasers”). Pursuant to the terms of the Institutional Purchase Agreement, the Company sold to the Institutional Purchasers in a registered direct offering an aggregate of 24,906,134 shares of its common stock and warrants to purchase an aggregate of 12,453,067 shares of its common stock at a combined purchase price equal to $2.45 per share and associated warrant. Each warrant features an exercise price equal to $2.90 per share, is exercisable immediately upon issuance and will expire five years from the issuance date. Additionally, in a concurrent non-brokered registered direct offering, the Company entered into a Securities Purchase Agreement (the “Additional Purchase Agreement”) with certain accredited investors (the “Additional Purchasers”). Pursuant to the terms of the Additional Purchase Agreement, the Company sold to the Additional Purchasers an aggregate of 1,632,652 shares of its common stock and warrants to purchase an aggregate of 816,326 shares of its common stock at a combined purchase price equal to $2.45 per share and associated warrant. Each warrant features an exercise price equal to $2.90 per share, is exercisable immediately upon issuance and will expire five years from the issuance date. In connection with the registered direct offerings, the Company received gross proceeds of approximately $65.0 million. Private Placement In January 2021, the Company entered into a securities purchase agreement (the “January Private Placement”) with certain investors (the “January Purchasers”). Pursuant to the terms of the January Private Placement, the Company agreed to sell to the January Purchasers an aggregate of 12,500,000 shares of its common stock at a purchase price equal to $2.00 per share, along with warrants to purchase an aggregate of 6,250,000 shares of its common stock. In connection with the January Private Placement, the Company received gross proceeds of $25.0 million. Each warrant is exercisable for one share of common stock and features an exercise price equal to $2.90 per share. The warrants are exercisable immediately upon issuance and will expire five and one-half years Warrant Exercises In January 2021, the Company issued 801,148 shares of common stock for net proceeds of $1.8 million in connection with warrant exercises associated with the April 23, 2020 securities purchase agreement and the May 25, 2020 securities purchase agreement. Stock Options and Warrants The following table summarizes the activity for stock options and warrants for the year ended December 31, 2021: Stock Options Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Outstanding at December 31, 2020 963,700 $14.64 5.86 $— 2,638,355 $2.18 4.98 $— Changes during the Year: Granted 1,314,790 $ 1.32 19,519,393 $2.90 Exercised (7,250) $ 3.28 (3) (801,148) $2.19 Forfeited (29,842) $ 2.18 — $ — Expired (109,549) $34.12 — $ — Outstanding at December 31, 2021 2,131,849 $ 5.64 7.97 $— 21,356,600 $2.84 4.37 $— Vested at December 31, 2021 or expected to vest in the future 2,120,643 $ 5.66 7.96 $— 21,356,600 $2.84 4.37 $— Exercisable at December 31, 2021 1,122,783 $ 9.26 6.70 $— 21,356,600 $2.84 4.37 $— Restricted Stock During the years ended December 31, 2021 and 2020, the Company issued restricted stock for services as follows ($ in thousands, except share data): 2021 2020 Number of Restricted Stock Issued 612,950 156,184 Value of Restricted Stock Issued $ 877.7 $ 512.3 The weighted average estimated fair value of restricted stock issued for services in the years ended December 31, 2021 and 2020 was $1.43 and $3.28 per share, respectively. The fair value of the restricted stock was determined using the Company’s closing stock price on the date of issuance. The vesting terms of restricted stock issuances are generally between one Restricted Stock Units During the years ended December 31, 2021 and 2020, the Company issued restricted stock units for services as follows ($ in thousands, except share data): 2021 2020 Number of Restricted Stock Units Issued 458,245 325,853 Value of Restricted Stock Units Issued $ 728.6 $ 863.0 The weighted average estimated fair value of restricted stock units issued for services in the years ended December 31, 2021 and 2020 was $1.59 and $2.65 per share, respectively. The fair value of the restricted stock units was determined using the Company’s closing stock price on the date of issuance. The vesting terms of restricted stock unit issuances are generally one year, or upon the achievement of performance-based milestones. |
Share-Based Compensation (FY)
Share-Based Compensation (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Share-Based Compensation | Note 9 – Share-Based Compensation Share-Based Compensation We utilize share-based compensation in the form of stock options, restricted stock, and restricted stock units. The following table summarizes the components of share-based compensation expense for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 2021 Research and development $218 $ 96 General and administrative 542 501 Total share-based compensation expense $760 $597 Total compensation cost related to non-vested awards not yet recognized and the weighted-average periods over which the awards were expected to be recognized at March 31, 2022 were as follows (in thousands): Stock Options Restricted Stock Units Restricted Stock Unrecognized compensation cost $ 814 $ 444 $1,004 Expected weighted-average period in years of compensation cost to be recognized 1.77 0.96 2.25 Total fair value of shares vested and the weighted average estimated fair values of shares granted for the three months ended March 31, 2022 and 2021 were as follows (in thousands): Stock Options Three Months Ended March 31, 2022 2021 Total fair value of shares vested $ 377 $ 397 Weighted average estimated fair value of shares granted $0.62 $1.08 Valuation Assumptions The fair value of stock options and warrants at the date of grant was estimated using the Black-Scholes option pricing model. The expected volatility is based upon historical volatility of the Company’s stock. The expected term for the options is based upon observation of actual time elapsed between date of grant and exercise of options for all employees. The expected term for the warrants is based upon the contractual term of the warrants. | Note 10 – Share-Based Compensation Share-based Compensation The Company utilizes share-based compensation in the form of stock options, restricted stock, and restricted stock units. The following table summarizes the components of share-based compensation expense for the years ended December 31, 2021 and 2020 ($ in thousands): Year Ended December 31, 2021 2020 Research and development $ 760 $ 179 General and administrative 1,245 1,086 Total share-based compensation expense $2,005 $1,265 Total compensation cost related to unvested awards not yet recognized and the weighted-average periods over which the awards are expected to be recognized at December 31, 2021 were as follows ($ in thousands): Stock Options Restricted Stock Units Restricted Stock Unrecognized compensation cost $ 757 $ 149 $ 546 Expected weighted-average period in years of compensation cost to be recognized 1.64 1.57 1.70 Total fair value of shares vested and the weighted average estimated fair values of shares granted for the years ended December 31, 2021 and 2020 were as follows ($ in thousands): Stock Options Year Ended December 31, 2021 2020 Total fair value of shares vested $ 757 $ 536 Weighted average estimated fair value of shares granted 0.91 2.11 Valuation Assumptions The fair value of stock options at the date of grant was estimated using the Black-Scholes option pricing model. The expected volatility is based upon historical volatility of the Company’s stock. The expected term for the options is based upon observation of actual time elapsed between date of grant and exercise of options for all employees. The range of assumptions made in calculating the fair values of stock options was as follow: Stock Options Year Ended December 31, 2021 2020 Expected term - minimum (in years) 6 6 Expected term - maximum (in years) 6 6 Expected volatility - minimum 79% 75% Expected volatility - maximum 84% 79% Weighted Average volatility 81% 75% Expected dividend yield — — Risk-free interest rate - minimum 0.63% 0.40% Risk-free interest rate - maximum 1.16% 1.71% |
Research Funding (FY)
Research Funding (FY) | 12 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
Research Funding | Note 11 – Research Funding California Institute of Regenerative Medicine Grant Award In February 2017, the California Institute for Regenerative Medicine (“CIRM”) awarded the Company funds of up to $12.2 million to support The Sanford Project: T-Rex Study, a prospective, randomized, placebo-controlled, double-blind Phase 2 clinical trial to evaluate the safety and efficacy of CLBS03 as a treatment for recent-onset type 1 diabetes. The funding is based upon the achievement of certain milestones related to the proportion of subjects enrolled in California, as well as manufacturing and development costs incurred in California. Based on the actual number of subjects enrolled in California, the total amount of funding was revised to $8.6 million, of which $8.2 million has been received through the grant project period completion. The Company received $5.7 million in initial funding in May 2017, a $1.9 million milestone payment in December 2017, a $0.3 million progress payment in March 2018, and a $0.2 million progress payment in May 2019, of which the total was amortized over the estimated award period through July 2020 as a reduction to the related research and development expenses, with the final true up payment of $46 thousand received in September 2020 and recorded as a reduction to the related research and development expenses. During the year ended December 31, 2021 and December 31, 2020 the Company amortized and recognized $0.0 million and $1.6 million in credits, respectively, to research and development related to CIRM funds received. |
Income Taxes (FY)
Income Taxes (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 10 – Income Taxes In assessing the realizability of deferred tax assets, including the net operating loss carryforwards (“NOLs”), the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred tax assets. Based on its assessment, the Company has provided a full valuation allowance against its net deferred tax assets as their future utilization remains uncertain at this time. As of December 31, 2021 and 2020, the Company had approximately $281 million and $264 million, respectively of federal NOLs available to offset future taxable income expiring from 2030 through 2036. The Company performed an analysis and determined that they had an ownership change of greater than 50% over a 3-year testing period on January 25, 2021. As a result, $169 million of the $281 million of federal NOLs will expire unutilized. The Company wrote off that portion of the deferred tax asset and reduced the corresponding valuation allowance resulting in $112 million of remaining federal NOL. The write off of the deferred tax asset and the corresponding reduction in valuation allowance has no impact to the balance sheet or income statement. Losses incurred before the ownership change on January 25, 2021 will be subject to an annual limitation of $173k under Internal Revenue Code Section 382, while losses incurred after January 25, 2021 will not be subject to limitations. The Company may be able to utilize additional NOLs of approximately $1.1 million per year for the first five years after this ownership change as a result of the application of the Net Unrealized Built-in Gain rules. As of December 31, 2021 and 2020 the Company had State NOLs available in New Jersey of $97 million and $99 million, respectively, California of $70 million and $70 million, respectively, and New York City of $13 million and $13 million, respectively, to offset future taxable income expiring from 2031 through 2041. In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s NOLs would be limited given the change in ownership. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary differences become deductible. The Company applies the FASB’s provisions for uncertain tax positions. The Company utilizes the two-step process to determine the amount of recognized tax benefit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties associated with uncertain tax positions as a component of income tax expense. As of March 31, 2022, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. For years prior to 2018, the federal statute of limitations is closed for assessing tax. The Company’s state tax returns remain open to examination for a period of three to four years from date of filing. In December 2021, the Company received preliminary approval from the New Jersey Economic Development Authority (“NJEDA”) to participate in the Technology Business Tax Certificate Transfer Program (the “Program”). The Program permits qualified companies to sell a percentage of their New Jersey net operating losses (“NJ NOLs”) to unrelated profitable corporations. On February 22, 2022, the Company received final approval from NJEDA to sell $2.5 million of its NJ NOLs related tax benefits (“NJ NOL Tax Benefits”), which was subsequently sold to a qualifying and approved buyer pursuant to the Program for net proceeds of $2.3 million. The gross proceeds of $2.5 million have been recorded as a benefit from income taxes and the loss on sale of NJ NOLs of $0.1 million recorded in other income (expense) in the consolidated financial statements. | Note 12 – Income Taxes The provision (benefit) for income taxes is based on loss from operations before provision for income taxes and noncontrolling interests as follows ($ in thousands): Years Ended December 31, Pre-tax book income 2021 2020 United States $(28,974) $(19,013) $(28,974) $(19,013) The provision (benefit) from income taxes was as follows ($ in thousands): Years Ended December 31, 2021 2020 Current U.S. Federal $ — $ — State and local — — $ — $ — Deferred U.S. Federal $ — $ — State and local (1,508) (10,872) $(1,508) $(10,872) Total U.S. Federal $ — $ — State and local (1,508) (10,872) $(1,508) $(10,872) The provision (benefit) for income taxes is determined by applying the U.S. Federal statutory rate of 21% to income before income taxes, and the components are set forth below ($ in thousands): Years Ended December 31, 2021 2020 U.S. Federal benefit at statutory rate $ (6,085) $ (3,993) Permanent non deductible expenses for U.S. taxes 320 5 Change in state deferred 622 5,122 Return to actual 2,277 — Other true ups 1,407 387 Section 382 NOL Limitation 35,438 — Sale of New Jersey State NOLs (1,508) (10,872) Valuation allowance for deferred tax assets (33,979) (1,521) Tax provision (benefit) $ (1,508) $(10,872) Deferred income taxes at December 31, 2021 and 2020 consist of the following ($ in thousands): December 31, 2021 2020 Deferred Tax Assets: Accumulated net operating losses (tax effected) $ 36,281 $ 68,286 Right of use liability 201 176 Share-based compensation 3,086 5,025 Intangibles 97 131 Accumulated depreciation 26 19 Accrued payroll 176 167 Other 526 526 Deferred tax assets 40,393 74,330 Deferred Tax Liabilities: Right of use asset $ (204) $ (161) Deferred tax liabilities (204) (161) 40,189 74,169 Valuation allowance (40,189) (74,169) Net deferred tax asset $ — $ — In assessing the realizability of deferred tax assets, including the net operating loss carryforwards (NOLs), the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred tax assets. Based on its assessment, the Company has provided a full valuation allowance against its net deferred tax assets as their future utilization remains uncertain at this time. As of December 31, 2021, and 2020, the Company had approximately $281 million and $264 million, respectively, of Federal NOLs available to offset future taxable income expiring from 2030 through 2036. The Company performed an analysis and determined that they had an ownership change of greater than 50% over a 3-year testing period on January 25, 2021. As a result, $169 million of the $281 million of Federal NOLs will expire unutilized. The Company wrote off that portion of the deferred tax asset and reduced the corresponding valuation allowance resulting in $112 million of remaining Federal NOL. The write off of the deferred tax asset and the corresponding reduction in valuation allowance has no impact to the balance sheet or income statement. Losses incurred before the ownership change on January 25, 2021 will be subject to an annual limitation of $173k under Internal Revenue Code Section 382, while losses incurred after January 25, 2021 will not be subject to limitations. The Company may be able to utilize additional NOLs of approximately $1.1 million per year for the first five years after this ownership change as a result of the application of the Net Unrealized Built-in Gain rules. As of December 31, 2021 and 2020, the Company had State NOLs available in New Jersey of $97 million and $99 million, respectively, California of $70 million and $70 million, respectively, and New York City of $13 million and $13 million, respectively, to offset future taxable income expiring from 2031 through 2041. In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s state NOLs would be limited given the change in ownership. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary differences become deductible. The Company applies the FASB’s provisions for uncertain tax positions. The Company utilizes the two-step process to determine the amount of recognized tax benefit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Company recognizes interest and penalties associated with certain tax positions as a component of income tax expense. As of December 31, 2021, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. For years prior to 2018 the federal statute of limitations is closed for assessing tax. The Company’s state tax returns remain open to examination for a period of three to four years from date of filing. In February 2021, the Company received preliminary approval from the New Jersey Economic Development Authority (“NJEDA”) to participate in the Technology Business Tax Certificate Transfer Program (the “Program”). The Program permits qualified companies to sell a percentage of their New Jersey net operating losses (“NJ NOLs”) to unrelated profitable corporations. On April 12, 2021, the Company received final approval from NJEDA to sell a portion of our NJ NOLs, which were subsequently sold to a qualifying and approved buyer pursuant to the Program for net proceeds of $1.4 million. The $1.5 million of our NJ NOL related tax benefits (“NJ NOL Tax Benefits”) have been recorded as a benefit from income taxes and the loss on sale of $0.1 million recorded in other income (expense) in the consolidated financial statements. |
Contingencies (FY)
Contingencies (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Contingencies | Note 11 – Contingencies Contingencies From time to time, the Company is subject to legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of pending claims cannot be predicted with certainty, the Company does not believe that the outcome of any pending claims will have a material adverse effect on the Company's financial condition or operating results. | Note 13 – Contingencies From time to time, the Company is subject to legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of pending claims cannot be predicted with certainty, the Company does not believe that the outcome of any pending claims will have a material adverse effect on the Company's financial condition or operating results. |
The Business (Q1)
The Business (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
The Business | Note 1 – The Business Overview Caladrius Biosciences, Inc. (“we,” “us,” “our,” “Caladrius” or the “Company”) is a clinical-stage biopharmaceutical company dedicated to the development of treatments and reversal of severe diseases. The Company is developing what are intended to be first-in-class therapeutics based on the characteristics of naturally occurring CD34+ cells and their ability to stimulate the growth of new microvasculature. Its technology is intended to leverage these cells to enable the body's natural repair mechanisms using formulations unique to each medical indication. The Company's leadership team has decades of collective biopharmaceutical product development experience in a variety of therapeutic categories. Its goal is to develop and commercialize products that address important unmet medical needs based on a broad and versatile portfolio of candidates. The Company’s current product candidates include: • XOWNA ® • HONEDRA ® • CLBS201, the subject of a study designed to assess the safety and efficacy of CD34+ cell therapy as a treatment for patients with chronic kidney disease related to type 2 diabetes (diabetic kidney disease or “DKD”). • On April 26, 2022, the Company and Cend Therapeutics, Inc., a Delaware corporation (“Cend”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, a wholly-owned subsidiary of Caladrius will merge with and into Cend, with Cend surviving as a wholly-owned subsidiary of the Company (the “Merger”), subject to the terms of the Merger Agreement and stockholder approval of the transaction. Under the exchange ratio formula, as of immediately after the Merger, the former Cend stockholders are expected to own approximately 50% of the outstanding shares of Caladrius Common Stock and the Company’s stockholders as of immediately prior to the Merger are expected to own approximately 50% of the outstanding shares of Caladrius Common Stock. The actual allocation will be subject to adjustment based on our net cash balance at the time of closing and the amount of any transaction expenses of Cend in excess of $250 thousand at the time of closing. See Note 12 below for more information regarding the Merger and related transactions. Ischemic Repair (CD34 Cell Technology) The CD34+ cell was discovered as a result of the deliberate search for a cell capable of stimulating the development and/or repair of blood vessels. All tissues in the body maintain their function by replacing cells over time. In addition to the maintenance function, the body must also be capable of building new blood vessels after injury. A CD34+ cell is an endothelial progenitor cell that has the ability to stimulate new blood vessel formation at the level of the microvasculature. No other native cell discovered to date has demonstrated this same capability. The Company's proprietary cell technology using autologous (a patient’s own naturally occurring) CD34+ cells has led to the development of therapeutic product candidates designed to address diseases and conditions caused by ischemia. Ischemia occurs when the supply of oxygenated blood to healthy tissue is restricted or reduced. Through the administration of CD34+ cells, Caladrius seeks to promote the development and formation of new microvasculature and thereby increase blood flow to the impacted area. The Company believes that a number of conditions caused by underlying ischemic injury can be improved through its CD34+ cell technology including but not limited to Buerger's disease, CLI, CMD, and DKD. XOWNA ® In 2017, with the assistance of a $1.9 million grant from the National Institutes of Health (Award Number R44HL135889), the Company initiated its program for XOWNA ® ® ® HONEDRA ® The Company's randomized, open-label, registration-eligible study of HONEDRA ® ® ® CLBS201 for Treatment of Diabetic Kidney Disease Progressive kidney failure is associated with attrition of the microcirculation of the kidney. Pre-clinical studies in kidney disease and injury models have demonstrated that protection or replenishment of the microcirculation results in improved kidney function. Based on these observations, the Company has elected to move forward with a Phase 1b, open-label, proof-of-concept trial evaluating CLBS201 dosed via intra-renal artery injections in subjects with DKD. This protocol is expected to include six subjects in total with the first two subjects sequentially dosed and followed for a two-week safety observation period. Clearance by the independent Data Safety Monitoring Board (“DSMB”) overseeing the study will then permit the treatment of the next four patients, with all patients being followed for safety and therapeutic effect. A read-out of data will occur after at the six-month follow-up visit for all patients. A key criterion for continued development of CLBS201 will be its ability to demonstrate a therapeutic effect that will make it competitive in the field of DKD treatment, i.e., kidney function regeneration, as indicated by increased glomerular filtration rate. As announced recently, the Company has treated the first patient in the CLBS201 proof-of-concept study and targets treatment completion for all six subjects during the third quarter of 2022. Additional Out-licensing Opportunities and Pipeline Diversification The Company's broad intellectual property portfolio of cell therapy assets includes notable programs available for out-licensing in order to continue their clinical development. The Company's current long-term strategy focuses on advancing its therapies through development with the ultimate objective of obtaining market authorizations and entering commercialization, either alone or with partners, to provide treatment options to patients suffering from life-threatening medical conditions. The Company believes that it is well-positioned to realize potentially meaningful value increases within its own proprietary pipeline if it is successful in advancing its product candidates to their next significant development milestones. In addition, the Company further desires to diversify its pipeline of development products candidates and is exploring a range of strategic transactions in furtherance of that goal. The Company has taken, and intends to continue to take, active steps to identify assets and/or companies for acquisition and/or partnership that would enhance and de-risk its current development portfolio. Such assets could target indications beyond cardiovascular disease as well as product categories outside of cell therapy. The range of possible transactions includes an acquisition, merger, business combination, in-license or other strategic transaction, any of which could result in the issuance of securities that could significantly dilute the shares of its existing stockholders. There can be no assurance that this exploration of strategic alternatives will result in Caladrius entering into or completing any transaction or that such transaction, if completed, will add to shareholder value. Coronavirus Considerations In December 2019, a novel strain of coronavirus (SARS-CoV-2), which causes COVID-19, was reported to have surfaced in China. In March 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic, and the world's economies began to experience pronounced effects. Despite the FDA approval of multiple COVID-19 vaccines in late 2020, there remains uncertainty around the extent and duration of disruption and any future related financial impact cannot reasonably be estimated at this time. In response to the COVID-19 pandemic, the Company implemented a universal work from home policy as well as stringent social distancing and other hygiene policies for employees when they must be in the office. The Company's clinical study of HONEDRA ® ® ® Basis of Presentation The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of March 31, 2022, and the results of its operations and its cash flows for the periods presented. The unaudited consolidated financial statements herein should be read together with the historical consolidated financial statements of the Company for the years ended December 31, 2021 and 2020 included in our 2021 Form 10-K. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. 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 disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of expenses during the reporting period. The Company bases its estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company makes critical estimates and assumptions in determining stock-based awards values. Accordingly, actual results could differ from those estimates and assumptions. Principles of Consolidation The Consolidated Financial Statements include the accounts of Caladrius Biosciences, Inc. and its wholly owned and majority owned subsidiaries and affiliates. All intercompany activities have been eliminated in consolidation. | Note 1 – The Business OVERVIEW Caladrius Biosciences, Inc. (“we,” “us,” “our,” “Caladrius” or the “Company”) is a clinical-stage biopharmaceutical company dedicated to the development of treatments and reversal of severe diseases. The Company is developing what are intended to be first-in-class therapeutics based on the characteristics of naturally occurring CD34+ cells and their ability to stimulate the growth of new microvasculature. Its technology is intended to leverage these cells to enable the body's natural repair mechanisms using formulations unique to each medical indication. The Company's leadership team has decades of collective biopharmaceutical development experience. Its goal is to develop and commercialize products that address important unmet medical needs based on a broad and versatile portfolio of candidates. The Company's current product candidates include: • XOWNA ® • HONEDRA ® • CLBS201, designed to assess the safety and efficacy of CD34+ cell therapy as a treatment for patients with chronic kidney disease related to type 2 diabetes (diabetic kidney disease or “DKD”). Ischemic Repair (CD34 Cell Technology) The CD34+ cell was discovered as a result of the deliberate search for a cell capable of stimulating the development and/or repair of blood vessels. All tissues in the body maintain their function by replacing cells over time. In addition to the maintenance function, the body must also be capable of building new blood vessels after injury. A CD34+ cell is an endothelial progenitor cell that has the ability to stimulate new blood vessel formation at the level of the microvasculature. No other native cell discovered to date has demonstrated this same capability. The Company's proprietary cell technology using autologous (a patient’s own naturally occurring) CD34+ cells has led to the development of therapeutic product candidates designed to address diseases and conditions caused by ischemia. Ischemia occurs when the supply of oxygenated blood to healthy tissue is restricted or reduced. Through the administration of CD34+ cells, Caladrius seeks to promote the development and formation of new microvasculature and thereby increase blood flow to the impacted area. The Company believes that a number of conditions caused by underlying ischemic injury can be improved through its CD34+ cell technology including, but not limited to, Buerger's disease, CLI, CMD, and DKD. XOWNA ® In 2017, with the assistance of a $1.9 million grant from the National Institutes of Health (Award Number R44HL135889), the Company initiated its program for XOWNA ® double-blind, randomized and placebo-controlled clinical trial designed to further evaluate the efficacy and safety of intracoronary artery delivery of autologous CD34+ cells in subjects with CMD and without obstructive coronary artery disease. While early enrollment proceeded to plan with the first patient treated in January 2021, the impact of the COVID-19 pandemic contributed to a general slowing of enrollment. Protocol amendments to the initial FREEDOM Trial protocol, as agreed to by the FDA, were implemented with the goal of enhancing breadth and speed of subject enrollment. HONEDRA ® The Company's randomized, open-label, registration-eligible study of HONEDRA ® ® ® CLBS201 for Treatment of Diabetic Kidney Disease Progressive kidney failure is associated with attrition of the microcirculation of the kidney. Pre-clinical studies in kidney disease and injury models have demonstrated that protection or replenishment of the microcirculation results in improved kidney function. Based on these observations, the Company has elected to move forward with a Phase 1, open-label, proof-of-concept trial evaluating CLBS201 dosed via intra-renal artery injections in subjects with DKD. This protocol, as approved by an Institutional Review Board (the “IRB”), is expected to include six subjects in total with the first two subjects sequentially dosed and followed for a two-week safety observation period. Clearance by the independent Data Safety Monitoring Board (“DSMB”) overseeing the study will then permit the treatment of the next four patients, with all patients being followed for safety and therapeutic effect. A read-out of data will occur after at the six-month follow-up visit for all patients. A key criterion for continued development of CLBS201 will be its ability to demonstrate a therapeutic effect that will make it competitive in the field of DKD treatment, i.e., kidney function regeneration, as indicated by increased glomerular filtration rate. Additional Out-licensing Opportunities and Pipeline Diversification The Company's broad intellectual property portfolio of cell therapy assets includes notable programs available for out-licensing in order to continue their clinical development. The Company's current long-term strategy focuses on advancing its therapies through development with the ultimate objective of obtaining market authorizations and entering commercialization, either alone or with partners, to provide treatment options to patients suffering from life-threatening medical conditions. The Company believes that it is well-positioned to realize potentially meaningful value increases within its own proprietary pipeline if it is successful in advancing its product candidates to their next significant development milestones. In addition, the Company further desires to diversify its pipeline of development products candidates and is exploring a range of strategic transactions in furtherance of that goal. The Company has taken, and intends to continue to take, active steps to identify assets and/or companies for acquisition and/or partnership that would complement its current development programs and de-risk its overall development portfolio. Such assets potentially could target indications beyond cardiovascular disease as well as product categories outside of cell therapy. The range of possible transactions includes an acquisition, merger, business combination, in-license or other strategic transaction, any of which could result in the issuance of securities that could significantly dilute the shares of its existing stockholders. There can be no assurance that this exploration of strategic alternatives will result in Caladrius entering into or completing any transaction or that such transaction, if completed, will add to shareholder value. Coronavirus Considerations In December 2019, a novel strain of coronavirus (SARS-CoV-2), which causes COVID-19, was reported to have surfaced in China. In March 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic, and the world's economies began to experience pronounced effects. Despite the FDA approval of multiple COVID-19 vaccines in late 2020, there remains uncertainty around the extent and duration of disruption and any future related financial impact cannot reasonably be estimated at this time. In response to the COVID-19 pandemic, the Company implemented a universal work from home policy as well as stringent social distancing and other hygiene policies for employees when they must be in the office. The Company's clinical study of HONEDRA ® COVID-19 in Japan would continue to impact negatively enrollment of patients in the HONEDRA ® ® Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 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 disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of expenses during the reporting period. The Company bases its estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company makes critical estimate and assumptions in determining stock-based awards values. Accordingly, actual results could differ from those estimates and assumptions. Principles of Consolidation The Consolidated Financial Statements include the accounts of Caladrius Biosciences, Inc. and its wholly owned and majority owned subsidiaries and affiliates. All intercompany activities have been eliminated in consolidation. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies In addition to the policies below, the Company's significant accounting policies are described in Note 2 of the Notes to Consolidated Financial Statements included in its 2021 Form 10-K. There were no changes to these policies during the three months ended March 31, 2022. Concentration of Risks The Company is subject to credit risk from its portfolio of cash, cash equivalents and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Cash is held at major banks in the United States. Therefore, the Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of the Company's investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements, and a competitive after-tax rate of return. Share-Based Compensation The Company expenses all share-based payment awards to employees, directors, and consultants, including grants of stock options, warrants, and restricted stock, over the requisite service period based on the grant date fair value of the awards. Consultant awards are remeasured each reporting period through vesting. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. The Company determines the fair value of option awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options or warrants. The fair value of the Company’s restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. | Note 2 – Summary of Significant Accounting Policies Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid, investments with maturities of ninety days or less when purchased. Concentration of Risks The Company is subject to credit risk from its portfolio of cash, cash equivalents and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Cash is held at major banks in the United States. Therefore, the Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of the Company's investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements, and a competitive after-tax rate of return. Marketable Securities The Company determines the appropriate classification of its marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. All of the Company's marketable securities are considered as available-for-sale and carried at estimated fair values and reported in cash equivalents and marketable securities. Unrealized gains and losses on available-for-sale securities are excluded from net income and reported in accumulated other comprehensive income (loss) as a separate component of stockholders' equity. Other income (expense), net, includes interest, dividends, amortization of purchase premiums and discounts, realized gains and losses on sales of securities and other-than-temporary declines in the fair value of securities, if any. The cost of securities sold is based on the specific identification method. The Company regularly reviews all of its investments for other-than-temporary declines in fair value. The Company's review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that it will be required to sell the securities before the recovery of their amortized cost basis. When the Company determines that the decline in fair value of an investment is below its accounting basis and this decline is other-than-temporary, it reduces the carrying value of the security it holds and records a loss for the amount of such decline. Property and Equipment The cost of property and equipment is depreciated over the estimated useful lives of the related assets. Depreciation is computed on the straight-line method. Repairs and maintenance expenditures that do not extend original asset lives are charged to expense as incurred. The estimated useful lives of property and equipment are as follows: Furniture and fixtures 10 years Computer equipment 3 years Software 3 years Leasehold improvements Life of lease Long-lived Assets Long-lived assets consist of property and equipment. The assets are amortized on a straight line basis over their respective useful lives. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds the fair value of the asset. If other events or changes in circumstances indicate that the carrying amount of an asset that the Company expects to hold and use may not be recoverable, the Company will estimate the undiscounted future cash flows expected to result from the use of the asset and/or its eventual disposition, and recognize an impairment loss, if any. The impairment loss, if determined to be necessary, would be measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Share-Based Compensation The Company expenses all share-based payment awards to employees, directors, and consultants, including grants of stock options, warrants, and restricted stock, over the requisite service period based on the grant date fair value of the awards. Consultant awards are remeasured each reporting period through vesting. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. The Company determines the fair value of option awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options or warrants. Stock based compensation expense also includes an estimate, which is made at the time of the grant, of the number of awards that are expected to be forfeited. The fair value of the Company’s restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. Loss Per Share Basic loss per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period. Diluted loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding. Diluted loss per share is not presented as such potentially dilutive securities are anti-dilutive to losses incurred in all periods presented. Treasury Stock Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains or losses on the subsequent reissuance of shares are credited or charged to additional paid in capital. Research and Development Costs Research and development (“R&D”) expenses include salaries, benefits, and other headcount related costs, clinical trial and related clinical manufacturing costs, contract and other outside service fees including sponsored research agreements, and facilities and overhead costs. The Company expenses the costs associated with research and development activities when incurred. To further drive the Company’s cell therapy initiatives, the Company will continue targeting key governmental agencies, congressional committees and not-for-profit organizations to contribute funds for the Company’s research and development programs. The Company accounts for such grants as a deduction to the related expense in research and development operating expenses when earned. New Accounting Pronouncements In October 2019, the FASB issued ASU 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company believes that the adoption of this new accounting guidance has not had a material impact on its financial statements and footnote disclosures. |
Available-for-Sale-Securities_2
Available-for-Sale-Securities (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Available-for-sale [Abstract] | ||
Available-for-Sale-Securities | Note 3 – Available-for-Sale-Securities The following table is a summary of available-for-sale securities recorded in cash and cash equivalents or marketable securities in our Consolidated Balance Sheets (in thousands): March 31, 2022 December 31, 2021 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Corporate debt securities $62,770 $— $(162) $62,608 $53,135 $— $(65) $53,070 Money market funds 6,578 — — 6,578 18,124 — — 18,124 Municipal debt securities 17,267 — (34) 17,233 20,263 — (5) 20,258 Total $86,615 $— $(196) $86,419 $91,522 $— $(70) $91,452 Estimated fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The following table summarizes the classification of the available-for-sale securities in our Consolidated Balance Sheets (in thousands): March 31, 2022 December 31, 2021 Cash equivalents $10,647 $21,129 Marketable securities 75,772 70,323 Total $86,419 $91,452 The following table summarizes our portfolio of available-for-sale securities by contractual maturity (in thousands): March 31, 2022 Amortized Cost Estimated Fair Value Less than one year $86,615 $86,419 Greater than one year — Total $86,615 $86,419 | Note 3 – Available-for-Sale-Securities The following table is a summary of available-for-sale securities recorded in cash and cash equivalents or debt marketable securities in the Company's Consolidated Balance Sheets (in thousands): December 31, 2021 December 31, 2020 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Corporate debt securities $53,135 $— $(65) $53,070 $ 8,406 $— $ ( 7 $ 8,399 Money market funds 18,124 — — 18,124 7,591 — — 7,591 Municipal debt securities 20,263 — (5) 20,258 14,753 — (6) 14,747 Total $91,522 $— $(70) $91,452 $30,750 $— $(13) $30,737 Estimated fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The following table summarizes the classification of the available-for-sale debt securities on the Company's Consolidated Balance Sheets (in thousands): December 31, 2021 December 31, 2020 Cash and cash equivalents $21,129 $12,676 Marketable securities 70,323 18,061 Total $91,452 $30,737 The following table summarizes the Company's portfolio of available-for-sale securities by contractual maturity (in thousands): December 31, 2021 December 31, 2020 Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Less than one year $91,522 $91,452 $30,750 $30,737 Greater than one year — — — — Total $91,522 $91,452 $30,750 $30,737 |
Income (Loss) Per Share (Q1)
Income (Loss) Per Share (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Income (Loss) Per Share | Note 4 – Income (Loss) Per Share For the three months ended March 31, 2022 and 2021, the Company incurred net losses and therefore no common stock equivalents were utilized in the calculation of diluted loss per share as they are anti-dilutive. At March 31, 2022 and 2021, the Company excluded the following potentially dilutive securities (in thousands): March 31, 2022 2021 Stock Options 2,640 1,022 Warrants 21,357 21,357 Restricted Stock Units 1,460 798 | Note 5 – Loss Per Share For the years ended December 31, 2021 and 2020, the Company incurred net losses and therefore no common stock equivalents were utilized in the calculation of loss per share as they are anti-dilutive in the periods presented. At December 31, 2021 and 2020, the Company excluded the following potentially dilutive securities (in thousands): December 31, 2021 2020 Stock Options 2,132 964 Warrants 21,357 2,638 Restricted Stock Units 604 340 |
Fair Value Measurements (Q1)
Fair Value Measurements (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 5 – Fair Value Measurements The fair value of financial assets and liabilities that are being measured and reported are defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market at the measurement date (exit price). The Company is required to classify fair value measurements in one of the following categories: Level 1 inputs are defined as quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are defined as inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly. Level 3 inputs are defined as unobservable inputs for the assets or liabilities. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The following table sets forth by level within the fair value hierarchy the Company's financial assets that were accounted for at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 (in thousands). March 31, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Marketable securities - available for sale $— $75,772 $— $75,772 $— $70,323 $— $70,323 $— $75,772 $— $75,772 $— $70,323 $— $70,323 | Note 6 – Fair Value Measurements Fair value of financial assets and liabilities that are being measured and reported are defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market at the measurement date (exit price). The Company is required to classify fair value measurements in one of the following categories: Level 1 inputs are defined as quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are defined as inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly. Level 3 inputs are defined as unobservable inputs for the assets or liabilities. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2021 and December 31, 2020 were as follows (in thousands): December 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Marketable securities - available for sale $— $70,323 $— $70,323 $— $18,061 $— $18,061 $— $70,323 $— $70,323 $— $18,061 $— $18,061 The carrying values of cash, cash equivalents, accounts payable and accrued expenses approximate fair value at December 31, 2021 and December 31, 2020, due to the short maturity nature of these items. |
Accrued Liabilities (Q1)
Accrued Liabilities (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | ||
Accrued Liabilities | Note 6 – Accrued Liabilities Accrued liabilities as of March 31, 2022 and December 31, 2021 were as follows (in thousands): March 31, 2022 December 31, 2021 Salaries, employee benefits and related taxes $1,005 $2,034 Operating lease liabilities — current 205 229 Other 894 326 Total $2,104 $2,589 | Note 7 – Accrued Liabilities Accrued liabilities were as follow (in thousands): December 31, 2021 2020 Salaries, employee benefits and related taxes $2,034 $1,716 Operating lease liabilities - current 229 370 Other 326 400 $2,589 $2,486 |
Operating Leases (Q1)
Operating Leases (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating Leases | Note 7 – Operating Leases The Company has operating leases for two offices with terms that expire in 2023 and 2025, respectively. The Company estimates its incremental borrowing rate at lease commencement to determine the present value of lease payments as most of the Company's leases do not provide an implicit rate of return. The Company recognizes lease expense on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company elected to account for non-lease components associated with its leases and lease components as a single lease component. Each of the Company's leases includes options for the Company to extend the lease term and/or sub-lease space in whole or in part. Operating lease liabilities and right-of-use assets were recorded in the following captions of our balance sheet were as follows (in thousands): March 31, 2022 December 31, 2021 Right-of Use Assets: Other assets $667 $724 Total Right-of-Use Asset $667 $724 Operating Lease Liabilities: Accrued liabilities $205 $229 Other long-term liabilities 421 485 Total Operating Lease Liabilities $626 $714 As of March 31, 2022, the weighted average remaining lease term for our operating leases was 2.3 years, and the weighted average discount rate for our operating leases was 9.625%. Future minimum lease payments under the lease agreements as of March 31, 2022 were as follows (in thousands): Years ended Operating Leases 2022 181 2023 217 2024 190 2025 143 Total lease payments 731 Less: Amounts representing interest (105) Present value of lease liabilities $ 626 | Note 8 – Operating Leases The Company adopted ASU No. 2016-02, Leases (Topic 842) on January 1, 2019 and recognized leases with duration greater than 12 months on the balance sheet using the modified retrospective approach. The Company has operating leases for two offices with terms that expire in 2023 and 2025, respectively. The Company estimates its incremental borrowing rate at lease commencement to determine the present value of lease payments as most of the Company's leases do not provide an implicit rate of return. The Company recognizes lease expense on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company elected to account for non-lease components associated with its leases and lease components as a single lease component. Each of the Company's leases includes options for the Company to extend the lease term and/or sub-lease space in whole or in part. Operating lease liabilities and right-of-use assets were recorded in the following captions of our balance sheet as follows (in thousands): December 31, 2021 December 31, 2020 Right-of Use Assets: Other assets $724 $574 Total Right-of-Use Asset $724 $574 Operating Lease Liabilities: Accrued liabilities $229 $370 Other long-term liabilities 485 254 Total Operating Lease Liabilities $714 $624 As of December 31, 2021, the weighted average remaining lease term for our operating leases was 2.50 years, and the weighted average discount rate for our operating leases was 9.625%. Future minimum lease payments under the lease agreements as of December 31, 2021 were as follows (in thousands): Years ended Operating Leases 2022 $ 286 2023 217 2024 190 2025 143 Total lease payments 836 Less: Amounts representing interest (122) Present value of lease liabilities $ 714 |
Stockholders' Equity (Q1)
Stockholders' Equity (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Stockholders' Equity | Note 8 – Stockholders' Equity Equity Issuances Purchase Agreement In March 2019, the Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company has the right to sell to Lincoln Park shares of the Company’s common stock having an aggregate value of up to $26.0 million, subject to certain limitations and conditions set forth in the Purchase Agreement (the “Offering”). As consideration for entering into the Purchase Agreement, the Company issued to Lincoln Park an additional 181,510 shares of common stock as commitment shares. Pursuant to the Purchase Agreement, Lincoln Park purchased 250,000 shares of common stock, at a price of $4.00 per share, for a total gross purchase price of $1.0 million (the “Initial Purchase”) upon commencement. Thereafter, as often as every business day from and after one business day following the date of the Initial Purchase and over the 36-month term of the Purchase Agreement the Company has the right, from time to time, at its sole discretion and subject to certain conditions, to direct Lincoln Park to purchase up to 100,000 shares of common stock, with such amount increasing as the closing sale price of the common stock increases; provided Lincoln Park’s obligation under any single such purchase will not exceed $2.5 million, unless the Company and Lincoln Park mutually agree to increase the maximum amount of such single purchase (each, a “Regular Purchase”). If the Company directs Lincoln Park to purchase the maximum number of shares of common stock it then may sell in a Regular Purchase, then in addition to such Regular Purchase, and subject to certain conditions and limitations in the Purchase Agreement, the Company may direct Lincoln Park in an “accelerated purchase” to purchase an additional amount of common stock that may not exceed the lesser of (i) 300% the number of shares purchased pursuant to the corresponding Regular Purchase or (ii) 30% of the total number of shares of the Company’s common stock traded during a specified period on the applicable purchase date as set forth in the Purchase Agreement. Under certain circumstances and in accordance with the Purchase Agreement, the Company may direct Lincoln Park to purchase shares in multiple accelerated purchases on the same trading day. The Company controls the timing and amount of any sales of its common stock to Lincoln Park. There is no upper limit on the price per share that Lincoln Park must pay for its common stock under the Purchase Agreement, but in no event will shares be sold to Lincoln Park on a day the closing price is less than the floor price specified in the Purchase Agreement. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the purchase agreement if it would result in Lincoln Park beneficially owning more than 9.99% of its common stock. The Purchase Agreement does not limit the Company’s ability to raise capital from other sources at the Company’s sole discretion, except that (subject to certain exceptions) the Company may not enter into any Variable Rate Transaction (as defined in the Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities) during the 36 months after the date of the Purchase Agreement. The Company has the right to terminate the Purchase Agreement at any time, at no cost to the Company. As of March 31, 2022, the Company had not made any sales of common stock to Lincoln Park under the Purchase Agreement other than the Initial Purchase. The agreement expired on April 1, 2022. At The Market Offering Agreement On June 4, 2021, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with HCW, as sales agent, in connection with an “at the market offering” under which the Company from time to time may offer and sell shares of its common stock, having an aggregate offering price of up to $50.0 million. During the three months ended March 31, 2022 and since inception the Company had not issued any shares under the ATM Agreement. Having received a listing deficiency notice from Nasdaq on February 18, 2022 after the Company’s shares traded below $1.00 for 30 consecutive trading days, the Company will not be permitted to sell additional shares under the ATM Agreement until it re-establishes timely compliance. Compliance may be reestablished by various mechanisms, including stock price appreciation at or above $1.00 for a requisite period of time and reverse stock split. Stock Options and Warrants The following table summarizes the activity for stock options and warrants for the three months ended March 31, 2022: Stock Options Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Outstanding at December 31, 2021 2,131,849 $ 5.64 7.97 $— 21,356,600 $2.84 4.37 $— Changes during the period: Granted 540,600 0.91 — — Exercised — — — — Forfeited (9,565) 1.90 — — Expired (23,275) 26.00 — — Outstanding at March 31, 2022 2,639,609 $ 4.51 7.83 $— 21,356,600 $2.84 4.13 $— Vested at March 31, 2022 or expected to vest in the future 2,594,630 $ 4.57 7.80 $— 21,356,600 $2.84 4.13 $— Vested at March 31, 2022 1,408,083 $ 7.36 6.41 $— 21,356,600 $2.84 4.13 $— Restricted Stock During the three months ended March 31, 2022 and 2021, the Company issued restricted stock for services as follows ($ in thousands): Three Months Ended March 31, 2022 2021 Number of restricted stock issued 1,061,175 300,450 Value of restricted stock issued $ 973 $ 478 The vesting terms of restricted stock issuances are generally between one Restricted Stock Units During the three months ended March 31, 2022 and 2021, the Company issued restricted stock units for services as follows ($ in thousands, except share data): Three Months Ended March 31, 2022 2021 Number of restricted stock units issued 1,379,860 458,245 Value of restricted stock units issued $ 1,265 $ 729 The weighted average estimated fair value of restricted stock issued for services in the three months ended March 31, 2022 and 2021 was $0.92 and $1.59 per share, respectively. The fair value of the restricted stock units was determined using the Company’s closing stock price on the date of issuance. The vesting terms of restricted stock unit issuances are generally one year, or upon the achievement of performance-based milestones. | Note 9 – Stockholders' Equity Equity Plans The Company has used long-term incentive plans for the purpose of granting equity awards to employees of the Company, including officers, and nonemployees, including consultants and nonemployee members of the Company's board of directors (collectively, the “Participants”). The Participants may receive awards as determined by a committee of independent members of the Company's board of directors or, to the extent authorized by such committee with respect to certain Participants, a duly authorized employee (collectively, the “Committee”). The incentive plan currently used by the Company is the 2018 Equity Incentive Compensation Plan (the “2018 Plan”), as adopted by the stockholders of the Company in June 2018, and subsequently increased by the stockholders of the Company in June 2021 with 6,000,000 shares authorized for issuance thereunder and in June of 2020 with 2,500,000 shares authorized for issuance thereunder, plus any shares awarded under the 2015 Equity Compensation Plan (the “2015 Plan”) or the Amended and Restated 2009 Equity Compensation Plan (the “2009 Plan”) that are not issued due to their subsequent forfeiture, cancellation, or other settlement thereof. Concurrent with the adoption of the 2018 Plan, no future awards will occur under the 2015 Plan or the 2009 Plan. The awards that may be made under the 2018 Plan include: (a) incentive stock options and nonqualified stock options, (b) shares of restricted stock, (c) restricted stock units, and (d) other kinds of equity-based compensation awards. All stock options under the 2015 Plan and 2009 Plan were granted and the 2018 Plan are granted at the fair market value of the common stock at the grant date. Stock options vest either on the date of grant, ratably over a period determined at time of grant, or upon the accomplishment of specified business milestones, and generally expire 2, 3, or 10 years from the grant date depending on the status of the recipient as a nonemployee, employee or director of the Company. As of December 31, 2021, there were 5,585,661 shares available for future grants under the 2018 Plan. No additional awards may be made under the 2015 Plan or the 2009 Plan. The Company adopted an employee stock purchase plan effective January 1, 2013 and authorized 50,000 shares under the plan (the “2012 ESPP”). The plan has two six-month offering periods per year under which eligible employees may contribute up to 15% of their compensation toward the purchase of the Company's common stock per offering period (with a $25,000 cap per calendar year). The employee's purchase price is equal to (i) 85% of the closing price of a share of the Company's common stock on the enrollment date of such offering period or (ii) 85% of the closing price of a share of the Company's common stock on the Exercise Date of such Offering Period, whichever is lower. In May 2017, the Company's stockholders approved an amendment and restatement to the 2012 ESPP (the “2017 ESPP”) in order to effect an increase of authorized shares from 50,000 to 100,000. In June 2018, the Company's stockholders approved an amendment to the 2017 ESPP (the “Amended 2017 ESPP”) in order to effect an increase of authorized shares from 100,000 to 500,000. During the year ended December 31, 2021, 47,132 shares were issued under the Amended 2017 ESPP. At December 31, 2021, the Company had 300,577 shares of the Company's common stock available for future grant in connection with this plan. Equity Issuances Purchase Agreement In March 2019, the Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company has the right to sell to Lincoln Park shares of the Company’s common stock having an aggregate value of up to $26.0 million, subject to certain limitations and conditions set forth in the Purchase Agreement (the “Offering”). As consideration for entering into the Purchase Agreement, the Company issued to Lincoln Park an additional 181,510 shares of common stock as commitment shares. Pursuant to the Purchase Agreement, upon commencement Lincoln Park purchased 250,000 shares of common stock, at a price of $4.00 per share for a total gross purchase price of $1,000,000 (the “Initial Purchase”) upon commencement. Thereafter, as often as every business day from and after one business day following the date of the Initial Purchase and over the 36-month term of the Purchase Agreement, the Company has the right, from time to time, at its sole discretion and subject to certain conditions, to direct Lincoln Park to purchase up to 100,000 shares of common stock, with such amount increasing as the closing sale price of the common stock increases; provided Lincoln Park’s obligation under any single such purchase will not exceed $2,500,000, unless the Company and Lincoln Park mutually agree to increase the maximum amount of such single purchase (each, a “Regular Purchase”). If the Company directs Lincoln Park to purchase the maximum number of shares of common stock it then may sell in a Regular Purchase, then in addition to such Regular Purchase, and subject to certain conditions and limitations in the Purchase Agreement, the Company may direct Lincoln Park in an “accelerated purchase” to purchase an additional amount of common stock that may not exceed the lesser of (i) 300% the number of shares purchased pursuant to the corresponding Regular Purchase or (ii) 30% of the total number of shares of the Company’s common stock traded during a specified period on the applicable purchase date as set forth in the Purchase Agreement (each, an “Accelerated Purchase”). Under certain circumstances and in accordance with the Purchase Agreement, the Company may direct Lincoln Park to purchase shares in multiple accelerated purchases on the same trading day. The Company controls the timing and amount of any sales of its common stock to Lincoln Park. There is no upper limit on the price per share that Lincoln Park must pay for its common stock under the Purchase Agreement, but in no event will shares be sold to Lincoln Park on a day the closing price is less than the floor price specified in the Purchase Agreement. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the purchase agreement if it would result in Lincoln Park beneficially owning more than 9.99% of its common stock. The Purchase Agreement does not limit the Company’s ability to raise capital from other sources at the Company’s sole discretion, except that (subject to certain exceptions) the Company may not enter into any Variable Rate Transaction (as defined in the Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities) during the 36 months after the date of the Purchase Agreement. The Company has the right to terminate the Purchase Agreement at any time, at no cost to the Company. As of December 31, 2021, the Company had not made any sales of common stock to Lincoln Park under the Purchase Agreement other than the Initial Purchase. In addition, the Company may not direct Lincoln Park to make Accelerated Purchases under the Purchase Agreement if the stock is below the specified floor price of $1.00. Common Stock Sales Agreement In February 2018, the Company entered into a common stock sales agreement with H.C. Wainwright & Co., LLC (“HCW”) as sales agent, which was subsequently amended in August 2018 (the “Sales Agreement”), in connection with an “at the market offering” under which the Company from time to time may offer and sell shares of its common stock, having an aggregate offering price of not more than $25.0 million. The Company provided HCW with customary indemnification rights, and HCW was entitled to a commission at a fixed commission rate equal to 3.0% of the gross proceeds per share sold. On February 12, 2021, the Company suspended the use of the at-the-market transactions facility and terminated the continuous offering pursuant to the Sales Agreement. As of the termination of the Sales Agreement on February 12, 2021, the Company had sold an aggregate 3,784,912 shares of its common stock pursuant to the Sales Agreement for net proceeds of $9.5 million since inception. For the year ended December 31, 2021, the Company had not issued any shares under the Sales Agreement. At The Market Offering Agreement On June 4, 2021, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with HCW, as sales agent, in connection with an “at the market offering” under which the Company from time to time may offer and sell shares of its common stock, having an aggregate offering price of up to $50.0 million. During the twelve months ended December 31, 2021, the Company had not issued any shares under the ATM Agreement. Having received a listing deficiency notice from Nasdaq on February 18, 2022 after the Company’s shares traded below $1.00 for 30 consecutive trading days, the Company will not be permitted to sell additional shares under the ATM Agreement until it re-establishes timely compliance. Compliance may be reestablished by various mechanisms, including stock price appreciation at or above $1.00 for a requisite period of time and reverse stock split. Registered Direct Offerings In February 2021, the Company entered into a Securities Purchase Agreement (the “Institutional Purchase Agreement”) with certain institutional investors (the “Institutional Purchasers”). Pursuant to the terms of the Institutional Purchase Agreement, the Company sold to the Institutional Purchasers in a registered direct offering an aggregate of 24,906,134 shares of its common stock and warrants to purchase an aggregate of 12,453,067 shares of its common stock at a combined purchase price equal to $2.45 per share and associated warrant. Each warrant features an exercise price equal to $2.90 per share, is exercisable immediately upon issuance and will expire five years from the issuance date. Additionally, in a concurrent non-brokered registered direct offering, the Company entered into a Securities Purchase Agreement (the “Additional Purchase Agreement”) with certain accredited investors (the “Additional Purchasers”). Pursuant to the terms of the Additional Purchase Agreement, the Company sold to the Additional Purchasers an aggregate of 1,632,652 shares of its common stock and warrants to purchase an aggregate of 816,326 shares of its common stock at a combined purchase price equal to $2.45 per share and associated warrant. Each warrant features an exercise price equal to $2.90 per share, is exercisable immediately upon issuance and will expire five years from the issuance date. In connection with the registered direct offerings, the Company received gross proceeds of approximately $65.0 million. Private Placement In January 2021, the Company entered into a securities purchase agreement (the “January Private Placement”) with certain investors (the “January Purchasers”). Pursuant to the terms of the January Private Placement, the Company agreed to sell to the January Purchasers an aggregate of 12,500,000 shares of its common stock at a purchase price equal to $2.00 per share, along with warrants to purchase an aggregate of 6,250,000 shares of its common stock. In connection with the January Private Placement, the Company received gross proceeds of $25.0 million. Each warrant is exercisable for one share of common stock and features an exercise price equal to $2.90 per share. The warrants are exercisable immediately upon issuance and will expire five and one-half years Warrant Exercises In January 2021, the Company issued 801,148 shares of common stock for net proceeds of $1.8 million in connection with warrant exercises associated with the April 23, 2020 securities purchase agreement and the May 25, 2020 securities purchase agreement. Stock Options and Warrants The following table summarizes the activity for stock options and warrants for the year ended December 31, 2021: Stock Options Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Outstanding at December 31, 2020 963,700 $14.64 5.86 $— 2,638,355 $2.18 4.98 $— Changes during the Year: Granted 1,314,790 $ 1.32 19,519,393 $2.90 Exercised (7,250) $ 3.28 (3) (801,148) $2.19 Forfeited (29,842) $ 2.18 — $ — Expired (109,549) $34.12 — $ — Outstanding at December 31, 2021 2,131,849 $ 5.64 7.97 $— 21,356,600 $2.84 4.37 $— Vested at December 31, 2021 or expected to vest in the future 2,120,643 $ 5.66 7.96 $— 21,356,600 $2.84 4.37 $— Exercisable at December 31, 2021 1,122,783 $ 9.26 6.70 $— 21,356,600 $2.84 4.37 $— Restricted Stock During the years ended December 31, 2021 and 2020, the Company issued restricted stock for services as follows ($ in thousands, except share data): 2021 2020 Number of Restricted Stock Issued 612,950 156,184 Value of Restricted Stock Issued $ 877.7 $ 512.3 The weighted average estimated fair value of restricted stock issued for services in the years ended December 31, 2021 and 2020 was $1.43 and $3.28 per share, respectively. The fair value of the restricted stock was determined using the Company’s closing stock price on the date of issuance. The vesting terms of restricted stock issuances are generally between one Restricted Stock Units During the years ended December 31, 2021 and 2020, the Company issued restricted stock units for services as follows ($ in thousands, except share data): 2021 2020 Number of Restricted Stock Units Issued 458,245 325,853 Value of Restricted Stock Units Issued $ 728.6 $ 863.0 The weighted average estimated fair value of restricted stock units issued for services in the years ended December 31, 2021 and 2020 was $1.59 and $2.65 per share, respectively. The fair value of the restricted stock units was determined using the Company’s closing stock price on the date of issuance. The vesting terms of restricted stock unit issuances are generally one year, or upon the achievement of performance-based milestones. |
Share-Based Compensation (Q1)
Share-Based Compensation (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Share-Based Compensation | Note 9 – Share-Based Compensation Share-Based Compensation We utilize share-based compensation in the form of stock options, restricted stock, and restricted stock units. The following table summarizes the components of share-based compensation expense for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 2021 Research and development $218 $ 96 General and administrative 542 501 Total share-based compensation expense $760 $597 Total compensation cost related to non-vested awards not yet recognized and the weighted-average periods over which the awards were expected to be recognized at March 31, 2022 were as follows (in thousands): Stock Options Restricted Stock Units Restricted Stock Unrecognized compensation cost $ 814 $ 444 $1,004 Expected weighted-average period in years of compensation cost to be recognized 1.77 0.96 2.25 Total fair value of shares vested and the weighted average estimated fair values of shares granted for the three months ended March 31, 2022 and 2021 were as follows (in thousands): Stock Options Three Months Ended March 31, 2022 2021 Total fair value of shares vested $ 377 $ 397 Weighted average estimated fair value of shares granted $0.62 $1.08 Valuation Assumptions The fair value of stock options and warrants at the date of grant was estimated using the Black-Scholes option pricing model. The expected volatility is based upon historical volatility of the Company’s stock. The expected term for the options is based upon observation of actual time elapsed between date of grant and exercise of options for all employees. The expected term for the warrants is based upon the contractual term of the warrants. | Note 10 – Share-Based Compensation Share-based Compensation The Company utilizes share-based compensation in the form of stock options, restricted stock, and restricted stock units. The following table summarizes the components of share-based compensation expense for the years ended December 31, 2021 and 2020 ($ in thousands): Year Ended December 31, 2021 2020 Research and development $ 760 $ 179 General and administrative 1,245 1,086 Total share-based compensation expense $2,005 $1,265 Total compensation cost related to unvested awards not yet recognized and the weighted-average periods over which the awards are expected to be recognized at December 31, 2021 were as follows ($ in thousands): Stock Options Restricted Stock Units Restricted Stock Unrecognized compensation cost $ 757 $ 149 $ 546 Expected weighted-average period in years of compensation cost to be recognized 1.64 1.57 1.70 Total fair value of shares vested and the weighted average estimated fair values of shares granted for the years ended December 31, 2021 and 2020 were as follows ($ in thousands): Stock Options Year Ended December 31, 2021 2020 Total fair value of shares vested $ 757 $ 536 Weighted average estimated fair value of shares granted 0.91 2.11 Valuation Assumptions The fair value of stock options at the date of grant was estimated using the Black-Scholes option pricing model. The expected volatility is based upon historical volatility of the Company’s stock. The expected term for the options is based upon observation of actual time elapsed between date of grant and exercise of options for all employees. The range of assumptions made in calculating the fair values of stock options was as follow: Stock Options Year Ended December 31, 2021 2020 Expected term - minimum (in years) 6 6 Expected term - maximum (in years) 6 6 Expected volatility - minimum 79% 75% Expected volatility - maximum 84% 79% Weighted Average volatility 81% 75% Expected dividend yield — — Risk-free interest rate - minimum 0.63% 0.40% Risk-free interest rate - maximum 1.16% 1.71% |
Income Taxes (Q1)
Income Taxes (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 10 – Income Taxes In assessing the realizability of deferred tax assets, including the net operating loss carryforwards (“NOLs”), the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred tax assets. Based on its assessment, the Company has provided a full valuation allowance against its net deferred tax assets as their future utilization remains uncertain at this time. As of December 31, 2021 and 2020, the Company had approximately $281 million and $264 million, respectively of federal NOLs available to offset future taxable income expiring from 2030 through 2036. The Company performed an analysis and determined that they had an ownership change of greater than 50% over a 3-year testing period on January 25, 2021. As a result, $169 million of the $281 million of federal NOLs will expire unutilized. The Company wrote off that portion of the deferred tax asset and reduced the corresponding valuation allowance resulting in $112 million of remaining federal NOL. The write off of the deferred tax asset and the corresponding reduction in valuation allowance has no impact to the balance sheet or income statement. Losses incurred before the ownership change on January 25, 2021 will be subject to an annual limitation of $173k under Internal Revenue Code Section 382, while losses incurred after January 25, 2021 will not be subject to limitations. The Company may be able to utilize additional NOLs of approximately $1.1 million per year for the first five years after this ownership change as a result of the application of the Net Unrealized Built-in Gain rules. As of December 31, 2021 and 2020 the Company had State NOLs available in New Jersey of $97 million and $99 million, respectively, California of $70 million and $70 million, respectively, and New York City of $13 million and $13 million, respectively, to offset future taxable income expiring from 2031 through 2041. In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s NOLs would be limited given the change in ownership. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary differences become deductible. The Company applies the FASB’s provisions for uncertain tax positions. The Company utilizes the two-step process to determine the amount of recognized tax benefit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties associated with uncertain tax positions as a component of income tax expense. As of March 31, 2022, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. For years prior to 2018, the federal statute of limitations is closed for assessing tax. The Company’s state tax returns remain open to examination for a period of three to four years from date of filing. In December 2021, the Company received preliminary approval from the New Jersey Economic Development Authority (“NJEDA”) to participate in the Technology Business Tax Certificate Transfer Program (the “Program”). The Program permits qualified companies to sell a percentage of their New Jersey net operating losses (“NJ NOLs”) to unrelated profitable corporations. On February 22, 2022, the Company received final approval from NJEDA to sell $2.5 million of its NJ NOLs related tax benefits (“NJ NOL Tax Benefits”), which was subsequently sold to a qualifying and approved buyer pursuant to the Program for net proceeds of $2.3 million. The gross proceeds of $2.5 million have been recorded as a benefit from income taxes and the loss on sale of NJ NOLs of $0.1 million recorded in other income (expense) in the consolidated financial statements. | Note 12 – Income Taxes The provision (benefit) for income taxes is based on loss from operations before provision for income taxes and noncontrolling interests as follows ($ in thousands): Years Ended December 31, Pre-tax book income 2021 2020 United States $(28,974) $(19,013) $(28,974) $(19,013) The provision (benefit) from income taxes was as follows ($ in thousands): Years Ended December 31, 2021 2020 Current U.S. Federal $ — $ — State and local — — $ — $ — Deferred U.S. Federal $ — $ — State and local (1,508) (10,872) $(1,508) $(10,872) Total U.S. Federal $ — $ — State and local (1,508) (10,872) $(1,508) $(10,872) The provision (benefit) for income taxes is determined by applying the U.S. Federal statutory rate of 21% to income before income taxes, and the components are set forth below ($ in thousands): Years Ended December 31, 2021 2020 U.S. Federal benefit at statutory rate $ (6,085) $ (3,993) Permanent non deductible expenses for U.S. taxes 320 5 Change in state deferred 622 5,122 Return to actual 2,277 — Other true ups 1,407 387 Section 382 NOL Limitation 35,438 — Sale of New Jersey State NOLs (1,508) (10,872) Valuation allowance for deferred tax assets (33,979) (1,521) Tax provision (benefit) $ (1,508) $(10,872) Deferred income taxes at December 31, 2021 and 2020 consist of the following ($ in thousands): December 31, 2021 2020 Deferred Tax Assets: Accumulated net operating losses (tax effected) $ 36,281 $ 68,286 Right of use liability 201 176 Share-based compensation 3,086 5,025 Intangibles 97 131 Accumulated depreciation 26 19 Accrued payroll 176 167 Other 526 526 Deferred tax assets 40,393 74,330 Deferred Tax Liabilities: Right of use asset $ (204) $ (161) Deferred tax liabilities (204) (161) 40,189 74,169 Valuation allowance (40,189) (74,169) Net deferred tax asset $ — $ — In assessing the realizability of deferred tax assets, including the net operating loss carryforwards (NOLs), the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred tax assets. Based on its assessment, the Company has provided a full valuation allowance against its net deferred tax assets as their future utilization remains uncertain at this time. As of December 31, 2021, and 2020, the Company had approximately $281 million and $264 million, respectively, of Federal NOLs available to offset future taxable income expiring from 2030 through 2036. The Company performed an analysis and determined that they had an ownership change of greater than 50% over a 3-year testing period on January 25, 2021. As a result, $169 million of the $281 million of Federal NOLs will expire unutilized. The Company wrote off that portion of the deferred tax asset and reduced the corresponding valuation allowance resulting in $112 million of remaining Federal NOL. The write off of the deferred tax asset and the corresponding reduction in valuation allowance has no impact to the balance sheet or income statement. Losses incurred before the ownership change on January 25, 2021 will be subject to an annual limitation of $173k under Internal Revenue Code Section 382, while losses incurred after January 25, 2021 will not be subject to limitations. The Company may be able to utilize additional NOLs of approximately $1.1 million per year for the first five years after this ownership change as a result of the application of the Net Unrealized Built-in Gain rules. As of December 31, 2021 and 2020, the Company had State NOLs available in New Jersey of $97 million and $99 million, respectively, California of $70 million and $70 million, respectively, and New York City of $13 million and $13 million, respectively, to offset future taxable income expiring from 2031 through 2041. In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s state NOLs would be limited given the change in ownership. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary differences become deductible. The Company applies the FASB’s provisions for uncertain tax positions. The Company utilizes the two-step process to determine the amount of recognized tax benefit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Company recognizes interest and penalties associated with certain tax positions as a component of income tax expense. As of December 31, 2021, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. For years prior to 2018 the federal statute of limitations is closed for assessing tax. The Company’s state tax returns remain open to examination for a period of three to four years from date of filing. In February 2021, the Company received preliminary approval from the New Jersey Economic Development Authority (“NJEDA”) to participate in the Technology Business Tax Certificate Transfer Program (the “Program”). The Program permits qualified companies to sell a percentage of their New Jersey net operating losses (“NJ NOLs”) to unrelated profitable corporations. On April 12, 2021, the Company received final approval from NJEDA to sell a portion of our NJ NOLs, which were subsequently sold to a qualifying and approved buyer pursuant to the Program for net proceeds of $1.4 million. The $1.5 million of our NJ NOL related tax benefits (“NJ NOL Tax Benefits”) have been recorded as a benefit from income taxes and the loss on sale of $0.1 million recorded in other income (expense) in the consolidated financial statements. |
Contingencies (Q1)
Contingencies (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Contingencies | Note 11 – Contingencies Contingencies From time to time, the Company is subject to legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of pending claims cannot be predicted with certainty, the Company does not believe that the outcome of any pending claims will have a material adverse effect on the Company's financial condition or operating results. | Note 13 – Contingencies From time to time, the Company is subject to legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of pending claims cannot be predicted with certainty, the Company does not believe that the outcome of any pending claims will have a material adverse effect on the Company's financial condition or operating results. |
Subsequent Events (Q1)
Subsequent Events (Q1) | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Event Cend Merger Agreement On April 26, 2022, the Company and Cend Therapeutics, Inc., a Delaware corporation (“Cend”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, a wholly-owned subsidiary of Caladrius will merge with and into Cend, with Cend surviving as a wholly-owned subsidiary of the Company (the “Merger”), subject to the terms of the Merger Agreement and stockholder approval of the transaction. Under the exchange ratio formula, as of immediately after the Merger, the former Cend stockholders are expected to own approximately 50% of the outstanding shares of Caladrius Common Stock and the Company’s stockholders as of immediately prior to the Merger are expected to own approximately 50% of the outstanding shares of Caladrius Common Stock. The actual allocation will be subject to adjustment based on the Company’s net cash balance at the time of closing and the amount of any transaction expenses of Cend in excess of $250 thousand at the time of closing. Consummation of the Merger is subject to certain closing conditions, including, among other things, approval by the stockholders of the Company and Cend, and the Company’s satisfaction of a minimum net cash threshold at closing, expected to be approximately $64.9 million assuming a closing at the end of the third quarter of 2022, and as described further in the Merger Agreement. The Merger Agreement contains certain termination rights for both the Company and Cend, and further provides that, upon termination of the Merger Agreement under specified circumstances, the Company may be required to pay Cend a termination fee of $1.0 million, Cend may be required to pay the Company a termination fee of $4.0 million, or in some circumstances reimburse the other party’s expenses up to a maximum of $1.0 million. At the effective time of the Merger, the Company’s Board of Directors is expected to consist of nine members, four of whom will be designated by the Company, four of whom will be designated by Cend and one member who will be mutually agreed between the Company and Cend. Stock Purchase Agreement In order to provide Cend with capital for its development programs prior to the closing of the Merger, the Company and Cend entered into a Series D Preferred Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company agreed to purchase from Cend 1,135,628 shares of Series D Preferred Stock, $0.00001 par value per share (the “Series D Preferred Stock”), of Cend at a purchase price per share equal to $8.8057 per share (the “Series D Original Issue Price”), or approximately $10 million in the aggregate. The Series D Preferred Stock ranks senior to Cend’s common stock and the other series of preferred stock with respect to rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of Cend. The Series D Preferred Stock has a liquidation preference equal to the Series D Original Issue Price plus an amount equal to any accrued and unpaid dividends to the date of payment and will participate with Cend’s common stockholders and other preferred stockholders thereafter on an as-converted basis. The Series D Preferred Stock shall vote with the common stock on an as-converted basis on any matters presented to the stockholders of Cend. Each share of Series D Preferred Stock is convertible, at the option of the holder thereof, into such number of shares of Cend common stock as is determined by dividing the Original Issue Price by the conversion price in effect at the time of conversion, which conversion price shall be the Original Issue Price as appropriately adjusted for stock splits, stock dividends, combinations, and subdivisions of Cend common stock, and as adjusted pursuant to a weighted-average antidilution adjustment. The Series D Preferred Stock will automatically convert into shares of Cend common stock upon the closing of a firm-commitment underwritten initial public offering implying a pre-equity offering value of at least $250 million, resulting in at least $50 million of gross proceeds to Cend. Collaboration Agreement In connection with such Purchase Agreement, Cend entered into a Collaboration Agreement (the “Collaboration Agreement”), pursuant to which the Company agreed to collaborate with Cend on certain developmental and clinical activities prior to the closing of the Merger. Under the Collaboration Agreement, the Company and Cend will form a joint steering committee (the “Committee”) comprised of individuals from both entities. The Committee will meet regularly and be responsible for monitoring ongoing studies and making recommendations for development activity and trial planning. Cend has agreed to pay each member of the Committee from the Company an hourly consulting fee for such service. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (FY) (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of March 31, 2022, and the results of its operations and its cash flows for the periods presented. The unaudited consolidated financial statements herein should be read together with the historical consolidated financial statements of the Company for the years ended December 31, 2021 and 2020 included in our 2021 Form 10-K. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
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 disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of expenses during the reporting period. The Company bases its estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company makes critical estimates and assumptions in determining stock-based awards values. Accordingly, actual results could differ from those estimates and assumptions. | 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 disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of expenses during the reporting period. The Company bases its estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company makes critical estimate and assumptions in determining stock-based awards values. Accordingly, actual results could differ from those estimates and assumptions. |
Principles of Consolidation | Principles of Consolidation The Consolidated Financial Statements include the accounts of Caladrius Biosciences, Inc. and its wholly owned and majority owned subsidiaries and affiliates. All intercompany activities have been eliminated in consolidation. | Principles of Consolidation The Consolidated Financial Statements include the accounts of Caladrius Biosciences, Inc. and its wholly owned and majority owned subsidiaries and affiliates. All intercompany activities have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid, investments with maturities of ninety days or less when purchased. | |
Concentration of Risks | Concentration of Risks The Company is subject to credit risk from its portfolio of cash, cash equivalents and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Cash is held at major banks in the United States. Therefore, the Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of the Company's investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements, and a competitive after-tax rate of return. | Concentration of Risks The Company is subject to credit risk from its portfolio of cash, cash equivalents and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Cash is held at major banks in the United States. Therefore, the Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of the Company's investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements, and a competitive after-tax rate of return. |
Marketable Securities | Marketable Securities The Company determines the appropriate classification of its marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. All of the Company's marketable securities are considered as available-for-sale and carried at estimated fair values and reported in cash equivalents and marketable securities. Unrealized gains and losses on available-for-sale securities are excluded from net income and reported in accumulated other comprehensive income (loss) as a separate component of stockholders' equity. Other income (expense), net, includes interest, dividends, amortization of purchase premiums and discounts, realized gains and losses on sales of securities and other-than-temporary declines in the fair value of securities, if any. The cost of securities sold is based on the specific identification method. The Company regularly reviews all of its investments for other-than-temporary declines in fair value. The Company's review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that it will be required to sell the securities before the recovery of their amortized cost basis. When the Company determines that the decline in fair value of an investment is below its accounting basis and this decline is other-than-temporary, it reduces the carrying value of the security it holds and records a loss for the amount of such decline. | |
Property and Equipment | Property and Equipment The cost of property and equipment is depreciated over the estimated useful lives of the related assets. Depreciation is computed on the straight-line method. Repairs and maintenance expenditures that do not extend original asset lives are charged to expense as incurred. The estimated useful lives of property and equipment are as follows: Furniture and fixtures 10 years Computer equipment 3 years Software 3 years Leasehold improvements Life of lease | |
Long-lived Assets | Long-lived Assets Long-lived assets consist of property and equipment. The assets are amortized on a straight line basis over their respective useful lives. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds the fair value of the asset. If other events or changes in circumstances indicate that the carrying amount of an asset that the Company expects to hold and use may not be recoverable, the Company will estimate the undiscounted future cash flows expected to result from the use of the asset and/or its eventual disposition, and recognize an impairment loss, if any. The impairment loss, if determined to be necessary, would be measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. | |
Share-Based Compensation | Share-Based Compensation The Company expenses all share-based payment awards to employees, directors, and consultants, including grants of stock options, warrants, and restricted stock, over the requisite service period based on the grant date fair value of the awards. Consultant awards are remeasured each reporting period through vesting. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. The Company determines the fair value of option awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options or warrants. The fair value of the Company’s restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. | Share-Based Compensation The Company expenses all share-based payment awards to employees, directors, and consultants, including grants of stock options, warrants, and restricted stock, over the requisite service period based on the grant date fair value of the awards. Consultant awards are remeasured each reporting period through vesting. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. The Company determines the fair value of option awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options or warrants. Stock based compensation expense also includes an estimate, which is made at the time of the grant, of the number of awards that are expected to be forfeited. The fair value of the Company’s restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. |
Loss Per Share | Loss Per Share Basic loss per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period. Diluted loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding. Diluted loss per share is not presented as such potentially dilutive securities are anti-dilutive to losses incurred in all periods presented. | |
Treasury Stock | Treasury Stock Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains or losses on the subsequent reissuance of shares are credited or charged to additional paid in capital. | |
Research and Development Costs | Research and Development Costs Research and development (“R&D”) expenses include salaries, benefits, and other headcount related costs, clinical trial and related clinical manufacturing costs, contract and other outside service fees including sponsored research agreements, and facilities and overhead costs. The Company expenses the costs associated with research and development activities when incurred. To further drive the Company’s cell therapy initiatives, the Company will continue targeting key governmental agencies, congressional committees and not-for-profit organizations to contribute funds for the Company’s research and development programs. The Company accounts for such grants as a deduction to the related expense in research and development operating expenses when earned. | |
New Accounting Pronouncements | New Accounting Pronouncements In October 2019, the FASB issued ASU 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company believes that the adoption of this new accounting guidance has not had a material impact on its financial statements and footnote disclosures. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Q1) (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of March 31, 2022, and the results of its operations and its cash flows for the periods presented. The unaudited consolidated financial statements herein should be read together with the historical consolidated financial statements of the Company for the years ended December 31, 2021 and 2020 included in our 2021 Form 10-K. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
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 disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of expenses during the reporting period. The Company bases its estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company makes critical estimates and assumptions in determining stock-based awards values. Accordingly, actual results could differ from those estimates and assumptions. | 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 disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of expenses during the reporting period. The Company bases its estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company makes critical estimate and assumptions in determining stock-based awards values. Accordingly, actual results could differ from those estimates and assumptions. |
Principles of Consolidation | Principles of Consolidation The Consolidated Financial Statements include the accounts of Caladrius Biosciences, Inc. and its wholly owned and majority owned subsidiaries and affiliates. All intercompany activities have been eliminated in consolidation. | Principles of Consolidation The Consolidated Financial Statements include the accounts of Caladrius Biosciences, Inc. and its wholly owned and majority owned subsidiaries and affiliates. All intercompany activities have been eliminated in consolidation. |
Concentration of Risks | Concentration of Risks The Company is subject to credit risk from its portfolio of cash, cash equivalents and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Cash is held at major banks in the United States. Therefore, the Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of the Company's investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements, and a competitive after-tax rate of return. | Concentration of Risks The Company is subject to credit risk from its portfolio of cash, cash equivalents and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Cash is held at major banks in the United States. Therefore, the Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of the Company's investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements, and a competitive after-tax rate of return. |
Share-Based Compensation | Share-Based Compensation The Company expenses all share-based payment awards to employees, directors, and consultants, including grants of stock options, warrants, and restricted stock, over the requisite service period based on the grant date fair value of the awards. Consultant awards are remeasured each reporting period through vesting. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. The Company determines the fair value of option awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options or warrants. The fair value of the Company’s restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. | Share-Based Compensation The Company expenses all share-based payment awards to employees, directors, and consultants, including grants of stock options, warrants, and restricted stock, over the requisite service period based on the grant date fair value of the awards. Consultant awards are remeasured each reporting period through vesting. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. The Company determines the fair value of option awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options or warrants. Stock based compensation expense also includes an estimate, which is made at the time of the grant, of the number of awards that are expected to be forfeited. The fair value of the Company’s restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (FY) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | The estimated useful lives of property and equipment are as follows: Furniture and fixtures 10 years Computer equipment 3 years Software 3 years Leasehold improvements Life of lease Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Furniture and fixtures $ 26 $ 26 Computer equipment 314 254 Leasehold improvements 90 90 Property and equipment, gross 430 370 Accumulated depreciation (368) (313) Property and equipment, net $ 62 $ 57 |
Available-for-Sale-Securities_3
Available-for-Sale-Securities (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||
Schedule of Available-for-Sale Securities Reconciliation | The following table is a summary of available-for-sale securities recorded in cash and cash equivalents or marketable securities in our Consolidated Balance Sheets (in thousands): March 31, 2022 December 31, 2021 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Corporate debt securities $62,770 $— $(162) $62,608 $53,135 $— $(65) $53,070 Money market funds 6,578 — — 6,578 18,124 — — 18,124 Municipal debt securities 17,267 — (34) 17,233 20,263 — (5) 20,258 Total $86,615 $— $(196) $86,419 $91,522 $— $(70) $91,452 | The following table is a summary of available-for-sale securities recorded in cash and cash equivalents or debt marketable securities in the Company's Consolidated Balance Sheets (in thousands): December 31, 2021 December 31, 2020 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Corporate debt securities $53,135 $— $(65) $53,070 $ 8,406 $— $ ( 7 $ 8,399 Money market funds 18,124 — — 18,124 7,591 — — 7,591 Municipal debt securities 20,263 — (5) 20,258 14,753 — (6) 14,747 Total $91,522 $— $(70) $91,452 $30,750 $— $(13) $30,737 |
Schedule of Marketable Securities | Estimated fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The following table summarizes the classification of the available-for-sale securities in our Consolidated Balance Sheets (in thousands): March 31, 2022 December 31, 2021 Cash equivalents $10,647 $21,129 Marketable securities 75,772 70,323 Total $86,419 $91,452 | Estimated fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The following table summarizes the classification of the available-for-sale debt securities on the Company's Consolidated Balance Sheets (in thousands): December 31, 2021 December 31, 2020 Cash and cash equivalents $21,129 $12,676 Marketable securities 70,323 18,061 Total $91,452 $30,737 |
Schedule of Available-for-Sale Securities by Contractual Maturity | The following table summarizes our portfolio of available-for-sale securities by contractual maturity (in thousands): March 31, 2022 Amortized Cost Estimated Fair Value Less than one year $86,615 $86,419 Greater than one year — Total $86,615 $86,419 | The following table summarizes the Company's portfolio of available-for-sale securities by contractual maturity (in thousands): December 31, 2021 December 31, 2020 Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Less than one year $91,522 $91,452 $30,750 $30,737 Greater than one year — — — — Total $91,522 $91,452 $30,750 $30,737 |
Property and Equipment (FY) (Ta
Property and Equipment (FY) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The estimated useful lives of property and equipment are as follows: Furniture and fixtures 10 years Computer equipment 3 years Software 3 years Leasehold improvements Life of lease Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Furniture and fixtures $ 26 $ 26 Computer equipment 314 254 Leasehold improvements 90 90 Property and equipment, gross 430 370 Accumulated depreciation (368) (313) Property and equipment, net $ 62 $ 57 |
Loss Per Share (FY) (Tables)
Loss Per Share (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of Antidilutive Securities Excluded from Computation of Loss Per Share | At March 31, 2022 and 2021, the Company excluded the following potentially dilutive securities (in thousands): March 31, 2022 2021 Stock Options 2,640 1,022 Warrants 21,357 21,357 Restricted Stock Units 1,460 798 | At December 31, 2021 and 2020, the Company excluded the following potentially dilutive securities (in thousands): December 31, 2021 2020 Stock Options 2,132 964 Warrants 21,357 2,638 Restricted Stock Units 604 340 |
Fair Value Measurements (FY) (T
Fair Value Measurements (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Fair Value of Assets Measured on Recurring Basis | The following table sets forth by level within the fair value hierarchy the Company's financial assets that were accounted for at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 (in thousands). March 31, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Marketable securities - available for sale $— $75,772 $— $75,772 $— $70,323 $— $70,323 $— $75,772 $— $75,772 $— $70,323 $— $70,323 | The Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2021 and December 31, 2020 were as follows (in thousands): December 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Marketable securities - available for sale $— $70,323 $— $70,323 $— $18,061 $— $18,061 $— $70,323 $— $70,323 $— $18,061 $— $18,061 |
Accrued Liabilities (FY) (Table
Accrued Liabilities (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | ||
Schedule of Accrued Liabilities | Accrued liabilities as of March 31, 2022 and December 31, 2021 were as follows (in thousands): March 31, 2022 December 31, 2021 Salaries, employee benefits and related taxes $1,005 $2,034 Operating lease liabilities — current 205 229 Other 894 326 Total $2,104 $2,589 | Accrued liabilities were as follow (in thousands): December 31, 2021 2020 Salaries, employee benefits and related taxes $2,034 $1,716 Operating lease liabilities - current 229 370 Other 326 400 $2,589 $2,486 |
Operating Leases (FY) (Tables)
Operating Leases (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Schedule of Operating Lease Liabilities and Right-of-Use Assets on Balance Sheet | Operating lease liabilities and right-of-use assets were recorded in the following captions of our balance sheet were as follows (in thousands): March 31, 2022 December 31, 2021 Right-of Use Assets: Other assets $667 $724 Total Right-of-Use Asset $667 $724 Operating Lease Liabilities: Accrued liabilities $205 $229 Other long-term liabilities 421 485 Total Operating Lease Liabilities $626 $714 | Operating lease liabilities and right-of-use assets were recorded in the following captions of our balance sheet as follows (in thousands): December 31, 2021 December 31, 2020 Right-of Use Assets: Other assets $724 $574 Total Right-of-Use Asset $724 $574 Operating Lease Liabilities: Accrued liabilities $229 $370 Other long-term liabilities 485 254 Total Operating Lease Liabilities $714 $624 |
Schedule of Future Minimum Lease Payments Under Lease Agreements | Future minimum lease payments under the lease agreements as of March 31, 2022 were as follows (in thousands): Years ended Operating Leases 2022 181 2023 217 2024 190 2025 143 Total lease payments 731 Less: Amounts representing interest (105) Present value of lease liabilities $ 626 | Future minimum lease payments under the lease agreements as of December 31, 2021 were as follows (in thousands): Years ended Operating Leases 2022 $ 286 2023 217 2024 190 2025 143 Total lease payments 836 Less: Amounts representing interest (122) Present value of lease liabilities $ 714 |
Stockholders' Equity (FY) (Tabl
Stockholders' Equity (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Schedule of Stock Options and Warrants Activity | The following table summarizes the activity for stock options and warrants for the three months ended March 31, 2022: Stock Options Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Outstanding at December 31, 2021 2,131,849 $ 5.64 7.97 $— 21,356,600 $2.84 4.37 $— Changes during the period: Granted 540,600 0.91 — — Exercised — — — — Forfeited (9,565) 1.90 — — Expired (23,275) 26.00 — — Outstanding at March 31, 2022 2,639,609 $ 4.51 7.83 $— 21,356,600 $2.84 4.13 $— Vested at March 31, 2022 or expected to vest in the future 2,594,630 $ 4.57 7.80 $— 21,356,600 $2.84 4.13 $— Vested at March 31, 2022 1,408,083 $ 7.36 6.41 $— 21,356,600 $2.84 4.13 $— | The following table summarizes the activity for stock options and warrants for the year ended December 31, 2021: Stock Options Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Outstanding at December 31, 2020 963,700 $14.64 5.86 $— 2,638,355 $2.18 4.98 $— Changes during the Year: Granted 1,314,790 $ 1.32 19,519,393 $2.90 Exercised (7,250) $ 3.28 (3) (801,148) $2.19 Forfeited (29,842) $ 2.18 — $ — Expired (109,549) $34.12 — $ — Outstanding at December 31, 2021 2,131,849 $ 5.64 7.97 $— 21,356,600 $2.84 4.37 $— Vested at December 31, 2021 or expected to vest in the future 2,120,643 $ 5.66 7.96 $— 21,356,600 $2.84 4.37 $— Exercisable at December 31, 2021 1,122,783 $ 9.26 6.70 $— 21,356,600 $2.84 4.37 $— |
Schedule of Restricted Stock | During the three months ended March 31, 2022 and 2021, the Company issued restricted stock for services as follows ($ in thousands): Three Months Ended March 31, 2022 2021 Number of restricted stock issued 1,061,175 300,450 Value of restricted stock issued $ 973 $ 478 | During the years ended December 31, 2021 and 2020, the Company issued restricted stock for services as follows ($ in thousands, except share data): 2021 2020 Number of Restricted Stock Issued 612,950 156,184 Value of Restricted Stock Issued $ 877.7 $ 512.3 |
Schedule of Restricted Stock Units | During the years ended December 31, 2021 and 2020, the Company issued restricted stock units for services as follows ($ in thousands, except share data): 2021 2020 Number of Restricted Stock Units Issued 458,245 325,853 Value of Restricted Stock Units Issued $ 728.6 $ 863.0 |
Share-Based Compensation (FY) (
Share-Based Compensation (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of Share-Based Compensation Expense | The following table summarizes the components of share-based compensation expense for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 2021 Research and development $218 $ 96 General and administrative 542 501 Total share-based compensation expense $760 $597 | The following table summarizes the components of share-based compensation expense for the years ended December 31, 2021 and 2020 ($ in thousands): Year Ended December 31, 2021 2020 Research and development $ 760 $ 179 General and administrative 1,245 1,086 Total share-based compensation expense $2,005 $1,265 Total compensation cost related to unvested awards not yet recognized and the weighted-average periods over which the awards are expected to be recognized at December 31, 2021 were as follows ($ in thousands): Stock Options Restricted Stock Units Restricted Stock Unrecognized compensation cost $ 757 $ 149 $ 546 Expected weighted-average period in years of compensation cost to be recognized 1.64 1.57 1.70 |
Schedule of Fair Value of Shares Vested and Weighted Average Estimated Fair Values of Shares Granted | Total fair value of shares vested and the weighted average estimated fair values of shares granted for the years ended December 31, 2021 and 2020 were as follows ($ in thousands): Stock Options Year Ended December 31, 2021 2020 Total fair value of shares vested $ 757 $ 536 Weighted average estimated fair value of shares granted 0.91 2.11 | |
Schedule of Assumptions in Calculating Fair Values of Stock Options | Total fair value of shares vested and the weighted average estimated fair values of shares granted for the three months ended March 31, 2022 and 2021 were as follows (in thousands): Stock Options Three Months Ended March 31, 2022 2021 Total fair value of shares vested $ 377 $ 397 Weighted average estimated fair value of shares granted $0.62 $1.08 | The range of assumptions made in calculating the fair values of stock options was as follow: Stock Options Year Ended December 31, 2021 2020 Expected term - minimum (in years) 6 6 Expected term - maximum (in years) 6 6 Expected volatility - minimum 79% 75% Expected volatility - maximum 84% 79% Weighted Average volatility 81% 75% Expected dividend yield — — Risk-free interest rate - minimum 0.63% 0.40% Risk-free interest rate - maximum 1.16% 1.71% |
Income Taxes (FY) (Tables)
Income Taxes (FY) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes Based on Loss from Operations | The provision (benefit) for income taxes is based on loss from operations before provision for income taxes and noncontrolling interests as follows ($ in thousands): Years Ended December 31, Pre-tax book income 2021 2020 United States $(28,974) $(19,013) $(28,974) $(19,013) |
Schedule of Benefit from Income Taxes | The provision (benefit) from income taxes was as follows ($ in thousands): Years Ended December 31, 2021 2020 Current U.S. Federal $ — $ — State and local — — $ — $ — Deferred U.S. Federal $ — $ — State and local (1,508) (10,872) $(1,508) $(10,872) Total U.S. Federal $ — $ — State and local (1,508) (10,872) $(1,508) $(10,872) |
Schedule of Reconciliation of Effective Income Taxes | The provision (benefit) for income taxes is determined by applying the U.S. Federal statutory rate of 21% to income before income taxes, and the components are set forth below ($ in thousands): Years Ended December 31, 2021 2020 U.S. Federal benefit at statutory rate $ (6,085) $ (3,993) Permanent non deductible expenses for U.S. taxes 320 5 Change in state deferred 622 5,122 Return to actual 2,277 — Other true ups 1,407 387 Section 382 NOL Limitation 35,438 — Sale of New Jersey State NOLs (1,508) (10,872) Valuation allowance for deferred tax assets (33,979) (1,521) Tax provision (benefit) $ (1,508) $(10,872) |
Schedule of Components Deferred Income Taxes | Deferred income taxes at December 31, 2021 and 2020 consist of the following ($ in thousands): December 31, 2021 2020 Deferred Tax Assets: Accumulated net operating losses (tax effected) $ 36,281 $ 68,286 Right of use liability 201 176 Share-based compensation 3,086 5,025 Intangibles 97 131 Accumulated depreciation 26 19 Accrued payroll 176 167 Other 526 526 Deferred tax assets 40,393 74,330 Deferred Tax Liabilities: Right of use asset $ (204) $ (161) Deferred tax liabilities (204) (161) 40,189 74,169 Valuation allowance (40,189) (74,169) Net deferred tax asset $ — $ — |
Available-for-Sale-Securities_4
Available-for-Sale-Securities (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Available-for-sale [Abstract] | ||
Schedule of Available-for-sale Securities Reconciliation | The following table is a summary of available-for-sale securities recorded in cash and cash equivalents or marketable securities in our Consolidated Balance Sheets (in thousands): March 31, 2022 December 31, 2021 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Corporate debt securities $62,770 $— $(162) $62,608 $53,135 $— $(65) $53,070 Money market funds 6,578 — — 6,578 18,124 — — 18,124 Municipal debt securities 17,267 — (34) 17,233 20,263 — (5) 20,258 Total $86,615 $— $(196) $86,419 $91,522 $— $(70) $91,452 | The following table is a summary of available-for-sale securities recorded in cash and cash equivalents or debt marketable securities in the Company's Consolidated Balance Sheets (in thousands): December 31, 2021 December 31, 2020 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Corporate debt securities $53,135 $— $(65) $53,070 $ 8,406 $— $ ( 7 $ 8,399 Money market funds 18,124 — — 18,124 7,591 — — 7,591 Municipal debt securities 20,263 — (5) 20,258 14,753 — (6) 14,747 Total $91,522 $— $(70) $91,452 $30,750 $— $(13) $30,737 |
Schedule of Marketable Securities | Estimated fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The following table summarizes the classification of the available-for-sale securities in our Consolidated Balance Sheets (in thousands): March 31, 2022 December 31, 2021 Cash equivalents $10,647 $21,129 Marketable securities 75,772 70,323 Total $86,419 $91,452 | Estimated fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The following table summarizes the classification of the available-for-sale debt securities on the Company's Consolidated Balance Sheets (in thousands): December 31, 2021 December 31, 2020 Cash and cash equivalents $21,129 $12,676 Marketable securities 70,323 18,061 Total $91,452 $30,737 |
Investments Classified by Contractual Maturity Date | The following table summarizes our portfolio of available-for-sale securities by contractual maturity (in thousands): March 31, 2022 Amortized Cost Estimated Fair Value Less than one year $86,615 $86,419 Greater than one year — Total $86,615 $86,419 | The following table summarizes the Company's portfolio of available-for-sale securities by contractual maturity (in thousands): December 31, 2021 December 31, 2020 Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Less than one year $91,522 $91,452 $30,750 $30,737 Greater than one year — — — — Total $91,522 $91,452 $30,750 $30,737 |
Income (Loss) Per Share (Q1) (T
Income (Loss) Per Share (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | At March 31, 2022 and 2021, the Company excluded the following potentially dilutive securities (in thousands): March 31, 2022 2021 Stock Options 2,640 1,022 Warrants 21,357 21,357 Restricted Stock Units 1,460 798 | At December 31, 2021 and 2020, the Company excluded the following potentially dilutive securities (in thousands): December 31, 2021 2020 Stock Options 2,132 964 Warrants 21,357 2,638 Restricted Stock Units 604 340 |
Fair Value Measurements (Q1) (T
Fair Value Measurements (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Assets Measured at Fair Value on Recurring Basis | The following table sets forth by level within the fair value hierarchy the Company's financial assets that were accounted for at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 (in thousands). March 31, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Marketable securities - available for sale $— $75,772 $— $75,772 $— $70,323 $— $70,323 $— $75,772 $— $75,772 $— $70,323 $— $70,323 | The Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2021 and December 31, 2020 were as follows (in thousands): December 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Marketable securities - available for sale $— $70,323 $— $70,323 $— $18,061 $— $18,061 $— $70,323 $— $70,323 $— $18,061 $— $18,061 |
Accrued Liabilities (Q1) (Table
Accrued Liabilities (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | ||
Schedule of Accrued Liabilities | Accrued liabilities as of March 31, 2022 and December 31, 2021 were as follows (in thousands): March 31, 2022 December 31, 2021 Salaries, employee benefits and related taxes $1,005 $2,034 Operating lease liabilities — current 205 229 Other 894 326 Total $2,104 $2,589 | Accrued liabilities were as follow (in thousands): December 31, 2021 2020 Salaries, employee benefits and related taxes $2,034 $1,716 Operating lease liabilities - current 229 370 Other 326 400 $2,589 $2,486 |
Operating Leases (Q1) (Tables)
Operating Leases (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Schedule of Operating Lease Liabilities and Right-of-Use Assets on Balance Sheet | Operating lease liabilities and right-of-use assets were recorded in the following captions of our balance sheet were as follows (in thousands): March 31, 2022 December 31, 2021 Right-of Use Assets: Other assets $667 $724 Total Right-of-Use Asset $667 $724 Operating Lease Liabilities: Accrued liabilities $205 $229 Other long-term liabilities 421 485 Total Operating Lease Liabilities $626 $714 | Operating lease liabilities and right-of-use assets were recorded in the following captions of our balance sheet as follows (in thousands): December 31, 2021 December 31, 2020 Right-of Use Assets: Other assets $724 $574 Total Right-of-Use Asset $724 $574 Operating Lease Liabilities: Accrued liabilities $229 $370 Other long-term liabilities 485 254 Total Operating Lease Liabilities $714 $624 |
Schedule of Future Minimum Lease Payments Under Lease Agreements | Future minimum lease payments under the lease agreements as of March 31, 2022 were as follows (in thousands): Years ended Operating Leases 2022 181 2023 217 2024 190 2025 143 Total lease payments 731 Less: Amounts representing interest (105) Present value of lease liabilities $ 626 | Future minimum lease payments under the lease agreements as of December 31, 2021 were as follows (in thousands): Years ended Operating Leases 2022 $ 286 2023 217 2024 190 2025 143 Total lease payments 836 Less: Amounts representing interest (122) Present value of lease liabilities $ 714 |
Stockholders' Equity (Q1) (Tabl
Stockholders' Equity (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Schedule of Stock Option and Warrants Activity | The following table summarizes the activity for stock options and warrants for the three months ended March 31, 2022: Stock Options Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Outstanding at December 31, 2021 2,131,849 $ 5.64 7.97 $— 21,356,600 $2.84 4.37 $— Changes during the period: Granted 540,600 0.91 — — Exercised — — — — Forfeited (9,565) 1.90 — — Expired (23,275) 26.00 — — Outstanding at March 31, 2022 2,639,609 $ 4.51 7.83 $— 21,356,600 $2.84 4.13 $— Vested at March 31, 2022 or expected to vest in the future 2,594,630 $ 4.57 7.80 $— 21,356,600 $2.84 4.13 $— Vested at March 31, 2022 1,408,083 $ 7.36 6.41 $— 21,356,600 $2.84 4.13 $— | The following table summarizes the activity for stock options and warrants for the year ended December 31, 2021: Stock Options Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Outstanding at December 31, 2020 963,700 $14.64 5.86 $— 2,638,355 $2.18 4.98 $— Changes during the Year: Granted 1,314,790 $ 1.32 19,519,393 $2.90 Exercised (7,250) $ 3.28 (3) (801,148) $2.19 Forfeited (29,842) $ 2.18 — $ — Expired (109,549) $34.12 — $ — Outstanding at December 31, 2021 2,131,849 $ 5.64 7.97 $— 21,356,600 $2.84 4.37 $— Vested at December 31, 2021 or expected to vest in the future 2,120,643 $ 5.66 7.96 $— 21,356,600 $2.84 4.37 $— Exercisable at December 31, 2021 1,122,783 $ 9.26 6.70 $— 21,356,600 $2.84 4.37 $— |
Schedule of Restricted Stock Activity | During the three months ended March 31, 2022 and 2021, the Company issued restricted stock for services as follows ($ in thousands): Three Months Ended March 31, 2022 2021 Number of restricted stock issued 1,061,175 300,450 Value of restricted stock issued $ 973 $ 478 | During the years ended December 31, 2021 and 2020, the Company issued restricted stock for services as follows ($ in thousands, except share data): 2021 2020 Number of Restricted Stock Issued 612,950 156,184 Value of Restricted Stock Issued $ 877.7 $ 512.3 |
Schedule of Restricted Stock Units Activity | During the three months ended March 31, 2022 and 2021, the Company issued restricted stock units for services as follows ($ in thousands, except share data): Three Months Ended March 31, 2022 2021 Number of restricted stock units issued 1,379,860 458,245 Value of restricted stock units issued $ 1,265 $ 729 |
Share-Based Compensation (Q1) (
Share-Based Compensation (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule Share-based Compensation Expense | The following table summarizes the components of share-based compensation expense for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 2021 Research and development $218 $ 96 General and administrative 542 501 Total share-based compensation expense $760 $597 | The following table summarizes the components of share-based compensation expense for the years ended December 31, 2021 and 2020 ($ in thousands): Year Ended December 31, 2021 2020 Research and development $ 760 $ 179 General and administrative 1,245 1,086 Total share-based compensation expense $2,005 $1,265 Total compensation cost related to unvested awards not yet recognized and the weighted-average periods over which the awards are expected to be recognized at December 31, 2021 were as follows ($ in thousands): Stock Options Restricted Stock Units Restricted Stock Unrecognized compensation cost $ 757 $ 149 $ 546 Expected weighted-average period in years of compensation cost to be recognized 1.64 1.57 1.70 |
Schedule of Total Compensation Cost Related to Nonvested Awards | Total compensation cost related to non-vested awards not yet recognized and the weighted-average periods over which the awards were expected to be recognized at March 31, 2022 were as follows (in thousands): Stock Options Restricted Stock Units Restricted Stock Unrecognized compensation cost $ 814 $ 444 $1,004 Expected weighted-average period in years of compensation cost to be recognized 1.77 0.96 2.25 | |
Schedule of Fair Value of Share-based Compensation Awards | Total fair value of shares vested and the weighted average estimated fair values of shares granted for the three months ended March 31, 2022 and 2021 were as follows (in thousands): Stock Options Three Months Ended March 31, 2022 2021 Total fair value of shares vested $ 377 $ 397 Weighted average estimated fair value of shares granted $0.62 $1.08 | The range of assumptions made in calculating the fair values of stock options was as follow: Stock Options Year Ended December 31, 2021 2020 Expected term - minimum (in years) 6 6 Expected term - maximum (in years) 6 6 Expected volatility - minimum 79% 75% Expected volatility - maximum 84% 79% Weighted Average volatility 81% 75% Expected dividend yield — — Risk-free interest rate - minimum 0.63% 0.40% Risk-free interest rate - maximum 1.16% 1.71% |
The Business (FY) (Details)
The Business (FY) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Feb. 28, 2017 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Grants awarded | $ 12.2 | |
CLBS16 Treatment Of CMD | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Grants awarded | $ 1.9 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (FY) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 10 years |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 3 years |
Software | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 3 years |
Available-for-Sale-Securities -
Available-for-Sale-Securities - Summary (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | |||
Cost | $ 86,615 | $ 91,522 | $ 30,750 |
Gross Unrealized Gains | 0 | 0 | 0 |
Gross Unrealized Losses | (196) | (70) | (13) |
Estimated Fair Value | 86,419 | 91,452 | 30,737 |
Corporate debt securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost | 62,770 | 53,135 | 8,406 |
Gross Unrealized Gains | 0 | 0 | 0 |
Gross Unrealized Losses | (162) | (65) | (7) |
Estimated Fair Value | 62,608 | 53,070 | 8,399 |
Money market funds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost | 6,578 | 18,124 | 7,591 |
Gross Unrealized Gains | 0 | 0 | 0 |
Gross Unrealized Losses | 0 | 0 | 0 |
Estimated Fair Value | 6,578 | 18,124 | 7,591 |
Municipal debt securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost | 17,267 | 20,263 | 14,753 |
Gross Unrealized Gains | 0 | 0 | 0 |
Gross Unrealized Losses | (34) | (5) | (6) |
Estimated Fair Value | $ 17,233 | $ 20,258 | $ 14,747 |
Available-for-Sale-Securities_5
Available-for-Sale-Securities - Classification on Consolidated Balance Sheets (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities | $ 86,419 | $ 91,452 | $ 30,737 |
Cash and cash equivalents | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities | 21,129 | 12,676 | |
Marketable securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale debt securities | $ 70,323 | $ 18,061 |
Available-for-Sale-Securities_6
Available-for-Sale-Securities - Contractual Maturities (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Amortized Cost | |||
Less than one year | $ 91,522 | $ 30,750 | |
Greater than one year | 0 | 0 | |
Cost | $ 86,615 | 91,522 | 30,750 |
Estimated Fair Value | |||
Less than one year | 91,452 | 30,737 | |
Greater than one year | 0 | 0 | |
Total estimated fair value | $ 86,419 | $ 91,452 | $ 30,737 |
Property and Equipment - Summar
Property and Equipment - Summary (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 430 | $ 370 | |
Accumulated depreciation | (368) | (313) | |
Property and equipment, net | $ 55 | 62 | 57 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 26 | 26 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 314 | 254 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 90 | $ 90 |
Property and Equipment - Narrat
Property and Equipment - Narrative (FY) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.1 | $ 0.1 |
Loss Per Share (FY) (Details)
Loss Per Share (FY) (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of loss per share | 2,640 | 1,022 | 2,132 | 964 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of loss per share | 21,357 | 21,357 | 21,357 | 2,638 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of loss per share | 1,460 | 798 | 604 | 340 |
Fair Value Measurements (FY) (D
Fair Value Measurements (FY) (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | |||
Marketable securities - available for sale | $ 75,772 | $ 70,323 | $ 18,061 |
Assets, fair value disclosure | 75,772 | 70,323 | 18,061 |
Level 1 | |||
Assets: | |||
Marketable securities - available for sale | 0 | 0 | 0 |
Assets, fair value disclosure | 0 | 0 | 0 |
Level 2 | |||
Assets: | |||
Marketable securities - available for sale | 75,772 | 70,323 | 18,061 |
Assets, fair value disclosure | 75,772 | 70,323 | 18,061 |
Level 3 | |||
Assets: | |||
Marketable securities - available for sale | 0 | 0 | 0 |
Assets, fair value disclosure | $ 0 | $ 0 | $ 0 |
Accrued Liabilities (FY) (Detai
Accrued Liabilities (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities [Abstract] | |||
Salaries, employee benefits and related taxes | $ 2,034 | $ 1,716 | |
Operating lease liabilities - current | $ 205 | 229 | 370 |
Other | $ 894 | 326 | 400 |
Accrued liabilities | $ 2,589 | $ 2,486 |
Operating Leases - Narrative (F
Operating Leases - Narrative (FY) (Details) - office | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Number of offices under operating leases | 2 | 2 |
Weighted average remaining lease term for operating leases (in years) | 2 years 3 months 18 days | 2 years 6 months |
Weighted average discount rate for operating leases (percent) | 9.625% | 9.625% |
Operating Leases - Balance Shee
Operating Leases - Balance Sheet Presentation (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Right-of Use Assets: | |||
Right-of-use assets | $ 667 | $ 724 | $ 574 |
Right-of-use assets, balance sheet line item | Other assets | Other assets | Other assets |
Operating Lease Liabilities: | |||
Operating lease liabilities - current | $ 205 | $ 229 | $ 370 |
Operating lease liabilities, noncurrent | 421 | 485 | 254 |
Operating lease liabilities | $ 626 | $ 714 | $ 624 |
Operating lease liabilities, current, balance sheet line item | Accrued liabilities | Accrued liabilities | Accrued liabilities |
Operating lease liabilities, noncurrent, balance sheet line item | Other long-term liabilities | Other long-term liabilities | Other long-term liabilities |
Operating Leases - Future Minim
Operating Leases - Future Minimum Lease Payments Under Lease Agreements (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Future Minimum Lease Payments | |||
2022 | $ 217 | $ 286 | |
2023 | 190 | 217 | |
2024 | 143 | 190 | |
2025 | 143 | ||
Total lease payments | 731 | 836 | |
Less: Amounts representing interest | (105) | (122) | |
Present value of lease liabilities | $ 626 | $ 714 | $ 624 |
Stockholders' Equity - Equity P
Stockholders' Equity - Equity Plan (FY) (Details) | 12 Months Ended | ||||
Dec. 31, 2021USD ($)offering_periodshares | Jun. 30, 2021shares | Jun. 30, 2020shares | May 31, 2017shares | Jan. 01, 2013shares | |
2018 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized for issuance | 6,000,000 | 2,500,000 | |||
Number of shares available for future grant | 5,585,661 | ||||
2018 Plan | Stock options | Share-based award tranche one | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period (in years) | 2 years | ||||
2018 Plan | Stock options | Share-based award tranche two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period (in years) | 3 years | ||||
2018 Plan | Stock options | Share-based award tranche three | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period (in years) | 10 years | ||||
ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of offering periods | offering_period | 2 | ||||
Term of offering period | 6 months | ||||
Maximum annual contribution per employee as percent of annual salary | 15.00% | ||||
Maximum annual contribution per employee | $ | $ 25,000 | ||||
Purchase price measurement as percent of closing price on enrollment date | 85.00% | ||||
Purchase price measurement as percent of closing price on exercise date | 85.00% | ||||
2012 ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized for issuance | 50,000 | ||||
2017 ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized for issuance | 100,000 | ||||
Amended 2017 ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized for issuance | 500,000 | ||||
Number of shares available for future grant | 300,577 | ||||
Shares issued under ESPP | 47,132 |
Stockholders' Equity - Equity I
Stockholders' Equity - Equity Issuances (FY) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 36 Months Ended | ||||||
Feb. 28, 2021 | Jan. 31, 2021 | Mar. 31, 2019 | Aug. 31, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 12, 2021 | Jun. 04, 2021 | |
Class of Stock [Line Items] | ||||||||||
Net proceeds from issuance of capital stock | $ 65,000,000 | $ 0 | $ 85,457,000 | $ 85,500,000 | $ 18,728,000 | |||||
Shares issued upon exercise of warrants | 801,148 | |||||||||
Net proceeds from warrant exercises | $ 1,800,000 | |||||||||
Lincoln Park Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Aggregate offering amount authorized per agreement | $ 26,000,000 | |||||||||
Commitment shares issued as consideration per agreement (shares) | 181,510 | |||||||||
Number of shares sold (shares) | 250,000 | |||||||||
Price of shares sold (in dollars per share) | $ 4 | |||||||||
Gross price for stock transaction | $ 1,000,000 | |||||||||
Term of agreement (in months) | 36 months | |||||||||
Number of shares allowable to direct for Regular Purchase (shares) | 100,000 | |||||||||
Maximum obligation per directed purchase transaction for Regular Purchase | $ 2,500,000 | |||||||||
Maximum shares allowed in Accelerated Purchase as percent of shares in Regular Purchase (percent) | 300.00% | |||||||||
Maximum shares allowed in Accelerated Purchase as percent of shares traded during specified period (percent) | 30.00% | |||||||||
Maximum beneficial ownership allowable per agreement (percent) | 9.99% | |||||||||
Accelerated purchases specified floor price threshold for directed purchases | $ 1 | |||||||||
H.C. Wainwright Sales Amended Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Aggregate offering amount authorized per agreement | $ 25,000,000 | |||||||||
Commission on gross proceeds due to third party (percent) | 3.00% | |||||||||
Stock issued (shares) | 0 | 3,784,912 | ||||||||
Net proceeds from issuance of capital stock | $ 9,500,000 | |||||||||
ATM Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Aggregate offering amount authorized per agreement | $ 50,000,000 | |||||||||
Stock issued (shares) | 0 | 0 | ||||||||
Institutional Purchase Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares sold (shares) | 24,906,134 | |||||||||
Price of shares sold (in dollars per share) | $ 2.45 | |||||||||
Number of shares called by warrants issued | 12,453,067 | |||||||||
Warrant exercise price (in dollars per share) | $ 2.90 | |||||||||
Warrants expiration term | 5 years | |||||||||
Additional Purchase Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares sold (shares) | 1,632,652 | |||||||||
Price of shares sold (in dollars per share) | $ 2.45 | |||||||||
Number of shares called by warrants issued | 816,326 | |||||||||
Warrant exercise price (in dollars per share) | $ 2.90 | |||||||||
Warrants expiration term | 5 years | |||||||||
January 2021 Private Placement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares sold (shares) | 12,500,000 | |||||||||
Price of shares sold (in dollars per share) | $ 2 | |||||||||
Net proceeds from issuance of capital stock | $ 25,000,000 | |||||||||
Number of shares called by warrants issued | 6,250,000 | |||||||||
Warrant exercise price (in dollars per share) | $ 2.90 | |||||||||
Warrants expiration term | 5 years 6 months | |||||||||
Number of shares per each warrant | 1 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options and Warrants (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options, Shares | |||
Options, outstanding, beginning balance (in shares) | 2,131,849 | 963,700 | |
Granted (shares) | 1,314,790 | ||
Exercised (shares) | 0 | (7,250) | |
Forfeited (shares) | (9,565) | (29,842) | |
Expired (shares) | (23,275) | (109,549) | |
Options, outstanding, ending balance (in shares) | 2,639,609 | 2,131,849 | 963,700 |
Vested or expected to vest (shares) | 2,594,630 | 2,120,643 | |
Exercisable (shares) | 1,408,083 | 1,122,783 | |
Stock Options, Weighted Average Exercise Price | |||
Options, outstanding. beginning balance (in dollars per share) | $ 5.64 | $ 14.64 | |
Granted (in dollars per share) | 0.91 | 1.32 | |
Exercised (in dollars per share) | 0 | 3.28 | |
Forfeited (in dollars per share) | 1.90 | 2.18 | |
Expired (in dollars per share) | 26 | 34.12 | |
Options, outstanding, ending balance (in dollars per share) | 4.51 | 5.64 | $ 14.64 |
Vested or expected to vest (in dollars per share) | 4.57 | 5.66 | |
Exercisable (in dollars per share) | $ 7.36 | $ 9.26 | |
Stock Options, Weighted Average Contractual Term and Intrinsic Value | |||
Options outstanding, weighted average remaining contractual term (in years) | 7 years 9 months 29 days | 7 years 11 months 19 days | 5 years 10 months 9 days |
Options vested or expected to vest, weighted average remaining contractual term (in years) | 7 years 9 months 18 days | 7 years 11 months 15 days | |
Options exercisable, weighted average remaining contractual term (in years) | 6 years 8 months 12 days | ||
Options outstanding, aggregate intrinsic value | $ 0 | $ 0 | $ 0 |
Options exercised, aggregate intrinsic value | (3) | ||
Options vested or expected to vest, aggregate intrinsic value | 0 | 0 | |
Options exercisable, aggregate intrinsic value | $ 0 | $ 0 | |
Warrants, Shares | |||
Warrants outstanding, beginning balance (in shares) | 21,356,600 | 2,638,355 | |
Warrants granted (shares) | 0 | 19,519,393 | |
Warrants exercised (shares) | 0 | (801,148) | |
Warrants forfeited (shares) | 0 | 0 | |
Warrants expired (shares) | 0 | 0 | |
Warrants outstanding, ending balance (in shares) | 21,356,600 | 21,356,600 | 2,638,355 |
Warrants vested or expected to vest (shares) | 21,356,600 | 21,356,600 | |
Warrants exercisable (shares) | 21,356,600 | 21,356,600 | |
Warrants, Weighted Average Exercise Price | |||
Warrants outstanding, beginning balance (in dollars per share) | $ 2.84 | $ 2.18 | |
Warrants granted (in dollars per share) | 0 | 2.90 | |
Warrants exercised (in dollars per share) | 0 | 2.19 | |
Warrants forfeited (in dollars per share) | 0 | 0 | |
Warrants expired (in dollars per share) | 0 | 0 | |
Warrants outstanding, ending balance (in dollars per share) | 2.84 | 2.84 | $ 2.18 |
Warrants vested or expected to vest (in dollars per share) | 2.84 | 2.84 | |
Warrants exercisable (in dollars per share) | $ 2.84 | $ 2.84 | |
Warrants, Weighted Average Contractual Term and Intrinsic Value | |||
Warrants outstanding, weighted average remaining contractual term (in years) | 4 years 1 month 17 days | 4 years 4 months 13 days | 4 years 11 months 23 days |
Warrants vested or expected to vest, weighted average remaining contractual term (in years) | 4 years 1 month 17 days | 4 years 4 months 13 days | |
Warrants exercisable, weighted average remaining contractual term (in years) | 4 years 1 month 17 days | 4 years 4 months 13 days | |
Warrants outstanding, aggregate intrinsic value | $ 0 | $ 0 | $ 0 |
Warrants vested or expected to vest, aggregate intrinsic value | 0 | 0 | |
Warrants exercisable, aggregate intrinsic value | $ 0 | $ 0 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock and Restricted Stock Units (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock | ||||
Restricted Stock and Restricted Stock Units | ||||
Number of shares issued (shares) | 1,061,175 | 300,450 | 612,950 | 156,184 |
Value of shares issued | $ 973,000 | $ 478,000 | $ 877,700 | $ 512,300 |
Weighted average estimated fair value | $ 0.92 | $ 1.59 | $ 1.43 | $ 3.28 |
Restricted Stock | Minimum | ||||
Restricted Stock and Restricted Stock Units | ||||
Vesting terms (in years) | 1 year | 1 year | ||
Restricted Stock | Maximum | ||||
Restricted Stock and Restricted Stock Units | ||||
Vesting terms (in years) | 4 years | 4 years | ||
Restricted Stock Units | ||||
Restricted Stock and Restricted Stock Units | ||||
Number of shares issued (shares) | 1,379,860 | 458,245 | 458,245 | 325,853 |
Value of shares issued | $ 1,265,000 | $ 729,000 | $ 728,600 | $ 863,000 |
Weighted average estimated fair value | $ 1.59 | $ 2.65 | ||
Vesting terms (in years) | 1 year | 1 year |
Share-Based Compensation - Shar
Share-Based Compensation - Share-Based Compensation Expense (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation [Line Items] | ||||
Share-based compensation expense | $ 760 | $ 597 | $ 2,005 | $ 1,265 |
Research and development | ||||
Share-based Compensation [Line Items] | ||||
Share-based compensation expense | 218 | 96 | 760 | 179 |
General and administrative | ||||
Share-based Compensation [Line Items] | ||||
Share-based compensation expense | $ 542 | $ 501 | $ 1,245 | $ 1,086 |
Share-Based Compensation - Comp
Share-Based Compensation - Compensation Cost Not Yet Recognized (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 814 | $ 757 |
Expected weighted-average period in years of compensation cost to be recognized | 1 year 9 months 7 days | 1 year 7 months 20 days |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 444 | $ 149 |
Expected weighted-average period in years of compensation cost to be recognized | 11 months 15 days | 1 year 6 months 25 days |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 1,004 | $ 546 |
Expected weighted-average period in years of compensation cost to be recognized | 2 years 3 months | 1 year 8 months 12 days |
Share-Based Compensation - Fair
Share-Based Compensation - Fair Value of Shares Vested and Weighted Average Estimated Fair Value of Shares Granted (FY) (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total fair value of shares vested | $ 377 | $ 397 | $ 757 | $ 536 |
Weighted average estimated fair value of shares granted (in dollars per share) | $ 0.62 | $ 1.08 | $ 0.91 | $ 2.11 |
Share-Based Compensation - Valu
Share-Based Compensation - Valuation Assumptions (FY) (Details) - Stock Options | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation Assumptions | ||
Expected volatility - minimum | 79.00% | 75.00% |
Expected volatility - maximum | 84.00% | 79.00% |
Weighted Average volatility | 81.00% | 75.00% |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate - minimum | 0.63% | 0.40% |
Risk-free interest rate - maximum | 1.16% | 1.71% |
Minimum | ||
Valuation Assumptions | ||
Expected term (in years) | 6 years | 6 years |
Maximum | ||
Valuation Assumptions | ||
Expected term (in years) | 6 years | 6 years |
Research Funding (FY) (Details)
Research Funding (FY) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | 41 Months Ended | ||||||
Sep. 30, 2020 | May 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | May 31, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Feb. 28, 2017 | |
Research and Development [Abstract] | |||||||||
Grants awarded | $ 12,200 | ||||||||
Total funding amount awarded | $ 8,600 | ||||||||
Funding of grant award | $ 5,700 | $ 8,200 | |||||||
Milestone payment received on grant award | $ 1,900 | ||||||||
Progress payment received on grant award | $ 300 | ||||||||
Progress payment amortized to related research and development over estimated award period | $ 46 | $ 200 | |||||||
Amortization of accrued grant funding to offset expense | $ 0 | $ 1,600 |
Income Taxes - Loss from Operat
Income Taxes - Loss from Operations Before Provision for Income Taxes (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Pre-tax book income - United States | $ (28,974) | $ (19,013) | ||
Pre-tax book income | $ (6,705) | $ (8,063) | $ (28,974) | $ (19,013) |
Income Taxes - Components of Be
Income Taxes - Components of Benefit from Income Taxes (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||||
U.S. Federal | $ 0 | $ 0 | ||
State and local | 0 | 0 | ||
Total current income tax provision (benefit) | 0 | 0 | ||
Deferred | ||||
U.S. Federal | 0 | 0 | ||
State and local | (1,508) | (10,872) | ||
Total deferred income tax provision (benefit) | (1,508) | (10,872) | ||
Total | ||||
U.S. Federal | 0 | 0 | ||
State and local | (1,508) | (10,872) | ||
Tax provision (benefit) | $ (2,479) | $ 0 | $ (1,508) | $ (10,872) |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
U.S. Federal benefit at statutory rate | $ (6,085) | $ (3,993) | ||
Permanent non deductible expenses for U.S. taxes | 320 | 5 | ||
Change in state deferred | 622 | 5,122 | ||
Return to actual | 2,277 | 0 | ||
Other true ups | 1,407 | 387 | ||
Section 382 NOL Limitation | 35,438 | 0 | ||
Sale of New Jersey State NOLs | (1,508) | (10,872) | ||
Valuation allowance for deferred tax assets | (33,979) | (1,521) | ||
Tax provision (benefit) | $ (2,479) | $ 0 | $ (1,508) | $ (10,872) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Taxes (FY) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets: | ||
Accumulated net operating losses (tax effected) | $ 36,281 | $ 68,286 |
Right of use liability | 201 | 176 |
Share-based compensation | 3,086 | 5,025 |
Intangibles | 97 | 131 |
Accumulated depreciation | 26 | 19 |
Accrued payroll | 176 | 167 |
Other | 526 | 526 |
Deferred tax assets | 40,393 | 74,330 |
Deferred Tax Liabilities: | ||
Right of use asset | (204) | (161) |
Deferred tax liabilities | (204) | (161) |
Net deferred tax assets and liabilities | 40,189 | 74,169 |
Valuation allowance | (40,189) | (74,169) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Narrative (FY) (
Income Taxes - Narrative (FY) (Details) - USD ($) $ in Millions | Feb. 22, 2022 | Apr. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Taxes [Line Items] | ||||
U.S. federal corporate income tax rate (percent) | 21.00% | |||
Possible additional NOLs for five years resulting from Net Unrealized Built-in Gain rules | $ 1.1 | |||
Proceeds from sale of NOLs | $ 2.3 | $ 1.4 | ||
Proceeds from sale of NOLs, gross | 2.5 | 1.5 | ||
Loss on sale of NOLs | $ 0.1 | $ 0.1 | ||
Federal | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards, prior to write down | 281 | |||
Net operating loss carryforwards | 112 | $ 264 | ||
Write down of NOLs set to expire unutilized | 169 | |||
State | New Jersey | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 97 | 99 | ||
State | California | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 70 | 70 | ||
State | New York | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 13 | $ 13 |
The Business (Q1) (Details)
The Business (Q1) (Details) - USD ($) $ in Thousands | Apr. 26, 2022 | Dec. 31, 2017 | Feb. 28, 2017 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Grants awarded | $ 12,200 | ||
Subsequent event | Merger Agreement | Cend | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Expected post-merger ownership in Company by Cend stockholders (percent) | 50.00% | ||
Expected post-merger ownership in Company by Company stockholders (percent) | 50.00% | ||
Transaction expenses threshold for allocation | $ 250 | ||
CLBS16 Treatment of CMD | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Grants awarded | $ 1,900 |
Available-for-Sale-Securities_7
Available-for-Sale-Securities - Schedule of Available-for-Sale Securities Reconciliation (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | |||
Cost | $ 86,615 | $ 91,522 | $ 30,750 |
Gross Unrealized Gains | 0 | 0 | 0 |
Gross Unrealized Losses | (196) | (70) | (13) |
Estimated Fair Value | 86,419 | 91,452 | 30,737 |
Corporate debt securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost | 62,770 | 53,135 | 8,406 |
Gross Unrealized Gains | 0 | 0 | 0 |
Gross Unrealized Losses | (162) | (65) | (7) |
Estimated Fair Value | 62,608 | 53,070 | 8,399 |
Money market funds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost | 6,578 | 18,124 | 7,591 |
Gross Unrealized Gains | 0 | 0 | 0 |
Gross Unrealized Losses | 0 | 0 | 0 |
Estimated Fair Value | 6,578 | 18,124 | 7,591 |
Municipal debt securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost | 17,267 | 20,263 | 14,753 |
Gross Unrealized Gains | 0 | 0 | 0 |
Gross Unrealized Losses | (34) | (5) | (6) |
Estimated Fair Value | $ 17,233 | $ 20,258 | $ 14,747 |
Available-for-Sale-Securities_8
Available-for-Sale-Securities - Classification of Available-for-Sale Securities (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Abstract] | |||
Cash equivalents | $ 10,647 | $ 21,129 | |
Marketable securities | 75,772 | 70,323 | $ 18,061 |
Total | $ 86,419 | $ 91,452 |
Available-for-Sale-Securities_9
Available-for-Sale-Securities - Available-for-Sale Securities by Contractual Maturity (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Amortized Cost | |||
Less than one year | $ 86,615 | ||
Cost | 86,615 | $ 91,522 | $ 30,750 |
Estimated Fair Value | |||
Less than one year | 86,419 | ||
Greater than one year | 0 | ||
Total estimated fair value | $ 86,419 | $ 91,452 | $ 30,737 |
Income (Loss) Per Share (Q1) (D
Income (Loss) Per Share (Q1) (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 2,640 | 1,022 | 2,132 | 964 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 21,357 | 21,357 | 21,357 | 2,638 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 1,460 | 798 | 604 | 340 |
Fair Value Measurements (Q1) (D
Fair Value Measurements (Q1) (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities - available for sale | $ 75,772 | $ 70,323 | $ 18,061 |
Assets, fair value disclosure | 75,772 | 70,323 | 18,061 |
Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities - available for sale | 0 | 0 | 0 |
Assets, fair value disclosure | 0 | 0 | 0 |
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities - available for sale | 75,772 | 70,323 | 18,061 |
Assets, fair value disclosure | 75,772 | 70,323 | 18,061 |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities - available for sale | 0 | 0 | 0 |
Assets, fair value disclosure | $ 0 | $ 0 | $ 0 |
Accrued Liabilities (Q1) (Detai
Accrued Liabilities (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities [Abstract] | |||
Salaries, employee benefits and related taxes | $ 1,005 | $ 2,034 | |
Operating lease liabilities - current | 205 | 229 | $ 370 |
Other | 894 | 326 | 400 |
Total accrued liabilities | $ 2,104 | $ 2,589 | $ 2,486 |
Operating Leases - Narrative (Q
Operating Leases - Narrative (Q1) (Details) - office | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Number of offices under operating leases | 2 | 2 |
Weighted average remaining lease term for operating leases (in years) | 2 years 3 months 18 days | 2 years 6 months |
Weighted average discount rate for operating leases (percent) | 9.625% | 9.625% |
Operating Leases - Balance Sh_2
Operating Leases - Balance Sheet Presentation (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Right-of Use Assets: | |||
Right-of-use assets | $ 667 | $ 724 | $ 574 |
Right-of-use assets, balance sheet line item | Other assets | Other assets | Other assets |
Operating Lease Liabilities: | |||
Operating lease liabilities, current | $ 205 | $ 229 | $ 370 |
Operating lease liabilities, noncurrent | 421 | 485 | 254 |
Operating lease liabilities | $ 626 | $ 714 | $ 624 |
Operating lease liabilities, current, balance sheet line item | Accrued liabilities | Accrued liabilities | Accrued liabilities |
Operating lease liabilities, noncurrent, balance sheet line item | Other long-term liabilities | Other long-term liabilities | Other long-term liabilities |
Operating Leases - Future Min_2
Operating Leases - Future Minimum Lease Payments (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Finance Minimum Lease Payments | |||
2022 | $ 181 | ||
2023 | 217 | $ 286 | |
2024 | 190 | 217 | |
2025 | 143 | 190 | |
Total lease payments | 731 | 836 | |
Less: Amounts representing interest | (105) | (122) | |
Present value of lease liabilities | $ 626 | $ 714 | $ 624 |
Stockholders' Equity - Equity_2
Stockholders' Equity - Equity Issuances (Q1) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 04, 2021 | |
Lincoln Park Agreement | ||||
Class of Stock [Line Items] | ||||
Aggregate offering amount authorized per agreement | $ 26,000,000 | |||
Commitment shares issued as consideration per agreement (in shares) | 181,510 | |||
Number of shares sold (in shares) | 250,000 | |||
Price of shares sold (in dollars per share) | $ 4 | |||
Gross price for stock transaction | $ 1,000,000 | |||
Term of agreement (in months) | 36 months | |||
Number of shares allowable to direct for Regular Purchase (in shares) | 100,000 | |||
Maximum obligation per directed purchase transaction for Regular Purchase | $ 2,500,000 | |||
Maximum shares allowed in Accelerated Purchase as percent of shares In Regular Purchase (percent) | 300.00% | |||
Maximum shares allowed in Accelerated Purchase as percent of shares traded during specified period (percent) | 30.00% | |||
Maximum beneficial ownership allowable per agreement (percent) | 9.99% | |||
Accelerated purchases specified floor price threshold for directed purchases | $ 1 | |||
ATM Agreement | ||||
Class of Stock [Line Items] | ||||
Aggregate offering amount authorized per agreement | $ 50,000,000 | |||
Stock issued (shares) | 0 | 0 |
Stockholders' Equity - Stock _2
Stockholders' Equity - Stock Options and Warrants (Q1) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options, Shares | |||
Options, outstanding, beginning balance (in shares) | 2,131,849 | 963,700 | |
Options, Granted (in shares) | 540,600 | ||
Options, Exercised (in shares) | 0 | (7,250) | |
Options, Forfeited (in shares) | (9,565) | (29,842) | |
Options, Expired (in shares) | (23,275) | (109,549) | |
Options, outstanding, ending balance (in shares) | 2,639,609 | 2,131,849 | 963,700 |
Options, Vested and expected to vest (in shares) | 2,594,630 | 2,120,643 | |
Options, Vested (in shares) | 1,408,083 | 1,122,783 | |
Stock Options, Weighted Average Exercise Price | |||
Options, outstanding. beginning balance (in dollars per share) | $ 5.64 | $ 14.64 | |
Options, Granted (in dollars per share) | 0.91 | 1.32 | |
Options, Exercised (in dollars per share) | 0 | 3.28 | |
Options, Forfeited (in dollars per share) | 1.90 | 2.18 | |
Options, Expired (in dollars per share) | 26 | 34.12 | |
Options, outstanding, ending balance (in dollars per share) | 4.51 | 5.64 | $ 14.64 |
Options, Vested and expected to vest (in dollars per share) | 4.57 | 5.66 | |
Options, Vested (in dollars per share) | $ 7.36 | $ 9.26 | |
Stock Options, Weighted Average Contractual Term and Intrinsic Value | |||
Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 9 months 29 days | 7 years 11 months 19 days | 5 years 10 months 9 days |
Options, Vested and expected to vest, Weighted Average Remaining Contractual Term | 7 years 9 months 18 days | 7 years 11 months 15 days | |
Options, Vested, Weighted Average Remaining Contractual Term | 6 years 4 months 28 days | ||
Options, Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 | $ 0 |
Options, Vested and expected to vest, Aggregate Intrinsic Value | 0 | 0 | |
Options, Vested, Aggregate Intrinsic Value | $ 0 | $ 0 | |
Warrants, Shares | |||
Warrants outstanding, beginning balance (in shares) | 21,356,600 | 2,638,355 | |
Warrants, Granted (in shares) | 0 | 19,519,393 | |
Warrants, Exercised (in shares) | 0 | (801,148) | |
Warrants, Forfeited (in shares) | 0 | 0 | |
Warrants, Expired (in shares) | 0 | 0 | |
Warrants outstanding, ending balance (in shares) | 21,356,600 | 21,356,600 | 2,638,355 |
Warrants, Vested and expected to vest (in shares) | 21,356,600 | 21,356,600 | |
Warrants, Vested (in shares) | 21,356,600 | 21,356,600 | |
Warrants, Weighted Average Exercise Price | |||
Warrants outstanding, beginning balance (in dollars per share) | $ 2.84 | $ 2.18 | |
Warrants, Granted (in dollars per share) | 0 | 2.90 | |
Warrants, Exercised (in dollars per share) | 0 | 2.19 | |
Warrants, Forfeited (in dollars per share) | 0 | 0 | |
Warrants, Expired (in dollars per share) | 0 | 0 | |
Warrants outstanding, ending balance (in dollars per share) | 2.84 | 2.84 | $ 2.18 |
Weighted Average Exercise Price, Warrants Vested And Expected To Vest | 2.84 | 2.84 | |
Warrants, Vested, Weighted Average Exercise Price (in dollars per share) | $ 2.84 | $ 2.84 | |
Warrants, Weighted Average Contractual Term and Intrinsic Value | |||
Warrants, Outstanding, Weighted Average Remaining Contractual Term | 4 years 1 month 17 days | 4 years 4 months 13 days | 4 years 11 months 23 days |
Warrants, Vested and expected to vest, Weighted Average Remaining Contractual Term | 4 years 1 month 17 days | 4 years 4 months 13 days | |
Warrants, Vested, Weighted Average Remaining Contractual Term | 4 years 1 month 17 days | 4 years 4 months 13 days | |
Warrants Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 | $ 0 |
Warrants, Vested and expected to vest, Aggregate Intrinsic Value | 0 | 0 | |
Warrants, Vested, Aggregate Intrinsic Value | $ 0 | $ 0 |
Stockholders' Equity - Restri_2
Stockholders' Equity - Restricted Stock and Restricted Stock Units (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares issued | 1,061,175 | 300,450 | 612,950 | 156,184 |
Value of shares issued | $ 973,000 | $ 478,000 | $ 877,700 | $ 512,300 |
Weighted average estimated fair value | $ 0.92 | $ 1.59 | $ 1.43 | $ 3.28 |
Restricted Stock | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting terms (years) | 1 year | 1 year | ||
Restricted Stock | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting terms (years) | 4 years | 4 years | ||
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares issued | 1,379,860 | 458,245 | 458,245 | 325,853 |
Value of shares issued | $ 1,265,000 | $ 729,000 | $ 728,600 | $ 863,000 |
Weighted average estimated fair value | $ 1.59 | $ 2.65 | ||
Vesting terms (years) | 1 year | 1 year |
Share-Based Compensation - Sh_2
Share-Based Compensation - Share-Based Compensation Expense (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 760 | $ 597 | $ 2,005 | $ 1,265 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | 218 | 96 | 760 | 179 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 542 | $ 501 | $ 1,245 | $ 1,086 |
Share-Based Compensation - Co_2
Share-Based Compensation - Compensation Cost Not Yet Recognized (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 814 | $ 757 |
Expected weighted-average period in years of compensation cost to be recognized | 1 year 9 months 7 days | 1 year 7 months 20 days |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 444 | $ 149 |
Expected weighted-average period in years of compensation cost to be recognized | 11 months 15 days | 1 year 6 months 25 days |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 1,004 | $ 546 |
Expected weighted-average period in years of compensation cost to be recognized | 2 years 3 months | 1 year 8 months 12 days |
Share-Based Compensation - Fa_2
Share-Based Compensation - Fair Value of Shares Vested and Weighted Average Estimated Fair Value of Shares Granted (Q1) (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total fair value of shares vested | $ 377 | $ 397 | $ 757 | $ 536 |
Weighted average estimated fair value of shares granted | $ 0.62 | $ 1.08 | $ 0.91 | $ 2.11 |
Income Taxes (Q1) (Details)
Income Taxes (Q1) (Details) - USD ($) $ in Millions | Feb. 22, 2022 | Apr. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | ||||
Possible additional NOLs for five years resulting from Net Unrealized Built-in Gain rules | $ 1.1 | |||
Proceeds from sale of NOLs, gross | $ 2.5 | $ 1.5 | ||
Net proceeds from sale of NOLs | 2.3 | 1.4 | ||
Loss on sale of NOLs | $ 0.1 | $ 0.1 | ||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards, prior to write down | 281 | |||
Net operating loss carryforwards | 112 | $ 264 | ||
Write down of NOLs set to expire unutilized | 169 | |||
State | New Jersey | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 97 | 99 | ||
State | California | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 70 | 70 | ||
State | New York | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 13 | $ 13 |
Subsequent Events (Q1) (Details
Subsequent Events (Q1) (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 26, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Subsequent event | Merger Agreement | Cend | ||||
Subsequent Event [Line Items] | ||||
Expected post-merger ownership in Company by Cend stockholders (percent) | 50.00% | |||
Expected post-merger ownership in Company by Company stockholders (percent) | 50.00% | |||
Transaction expenses threshold for allocation | $ 250 | |||
Minimum net cash threshold at closing per agreement | 64,900 | |||
Potential termination fee payable | 1,000 | |||
Potential termination fee receivable | 4,000 | |||
Potential expense reimbursement per agreement | $ 1,000 | |||
Subsequent event | Cend Purchase Agreement | ||||
Subsequent Event [Line Items] | ||||
Series D original issue price (in usd per share) | $ 8.8057 | |||
Aggregate price | $ 10,000 | |||
Pre-Equity Offering Value After Conversion | $ 250,000 | |||
Subsequent event | Cend Purchase Agreement | Cend Series D preferred stock | ||||
Subsequent Event [Line Items] | ||||
Number of shares purchased | 1,135,628 | |||
Preferred stock, par value (in usd per share) | $ 0.00001 | |||
Subsequent event | Cend Purchase Agreement | Cend | ||||
Subsequent Event [Line Items] | ||||
Potential gross proceeds | $ 50,000 |