Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36435 | |
Entity Registrant Name | Enzon Pharmaceuticals, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 22-2372868 | |
Entity Address, Address Line One | 20 Commerce Drive (Suite 135) | |
Entity Address, City or Town | Cranford | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07016 | |
City Area Code | 732 | |
Local Phone Number | 980-4500 | |
Title of 12(b) Security | None | |
No Trading Symbol Flag | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 74,214,603 | |
Entity Central Index Key | 0000727510 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 46,557 | $ 46,982 |
Other current assets | 329 | 405 |
Total current assets | 46,886 | 47,387 |
Deferred tax asset | 111 | 202 |
Total assets | 46,997 | 47,589 |
Current liabilities: | ||
Accounts payable | 337 | 331 |
Accrued expenses and other current liabilities | 69 | 93 |
Dividends payable on Series C preferred stock | 1,275 | |
Total current liabilities | 406 | 1,699 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock - $0.01 par value, authorized 2,960,000 shares; no shares issued and outstanding at September 30, 2023 and December 31, 2022 | ||
Common stock - $0.01 par value, authorized 170,000,000 shares; issued and outstanding 74,214,603 shares at September 30, 2023 and December 31, 2022 | 742 | 742 |
Additional paid-in capital | 73,115 | 74,708 |
Accumulated deficit | (71,342) | (72,043) |
Total stockholders' equity | 2,515 | 3,407 |
Total liabilities, mezzanine equity and stockholders' equity | 46,997 | 47,589 |
Mezzanine Equity - Series C Preferred Stock | ||
Mezzanine equity: | ||
Series C preferred stock - $0.01 par value, 40,000 shares authorized, issued and outstanding (liquidation value $1,102 and $1,062 per share) at September 30, 2023 and December 31, 2022 | $ 44,076 | $ 42,483 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Mezzanine equity | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,960,000 | 2,960,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 170,000,000 | 170,000,000 |
Common stock, shares issued | 74,214,603 | 74,214,603 |
Common stock, shares outstanding | 74,214,603 | 74,214,603 |
Mezzanine Equity - Series C Preferred Stock | ||
Mezzanine equity | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred Shares, shares authorized | 40,000 | 40,000 |
Preferred stock, shares issued | 40,000 | 40,000 |
Preferred stock, shares outstanding | 40,000 | 40,000 |
Preferred stock, liquidation value (in dollars per share) | $ 1,102 | $ 1,062 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Royalties and milestones, net | $ 0 | $ 0 | $ 0 | $ 0 |
Total revenues | 0 | 0 | 0 | 0 |
Operating expenses: | ||||
General and administrative | 225 | 221 | 828 | 821 |
Total operating expenses | 225 | 221 | 828 | 821 |
Operating loss | (225) | (221) | (828) | (821) |
Interest and dividend income | 622 | 208 | 1,622 | 300 |
Income (loss) before income tax (expense) benefit | 397 | (13) | 794 | (521) |
Income tax (expense) benefit | (76) | (2) | (93) | 2 |
Net income (loss) | 321 | (15) | 701 | (519) |
Dividends on Series C preferred stock | (531) | (531) | (1,593) | (1,593) |
Net loss available to common shareholders | $ (210) | $ (546) | $ (892) | $ (2,112) |
Loss per common share | ||||
Basic | $ 0 | $ (0.01) | $ (0.01) | $ (0.03) |
Diluted | $ 0 | $ (0.01) | $ (0.01) | $ (0.03) |
Weighted-average number of shares - basic | 74,215 | 74,215 | 74,215 | 74,215 |
Weighted-average number of shares - diluted | 74,215 | 74,215 | 74,215 | 74,215 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Mezzanine Equity - Series C Preferred Stock Preferred Stock | Mezzanine Equity - Series C Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2021 | $ 742 | $ 75,983 | $ (71,857) | $ 4,868 | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 74,215,000 | |||||
Net income (loss) | (291) | (291) | ||||
Preferred stock dividend accretion | (531) | (531) | ||||
Balance at the ending at Mar. 31, 2022 | $ 742 | 75,452 | (72,148) | 4,046 | ||
Balance at the ending (in shares) at Mar. 31, 2022 | 74,215,000 | |||||
Balance at the beginning at Dec. 31, 2021 | $ 42,483 | |||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 40,000 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Preferred stock dividend accumulation | $ 531 | |||||
Balance at the ending at Mar. 31, 2022 | $ 43,014 | |||||
Balance at the ending (in shares) at Mar. 31, 2022 | 40,000 | |||||
Balance at the beginning at Dec. 31, 2021 | $ 742 | 75,983 | (71,857) | 4,868 | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 74,215,000 | |||||
Net income (loss) | (519) | |||||
Balance at the ending at Sep. 30, 2022 | $ 742 | 74,390 | (72,376) | 2,756 | ||
Balance at the ending (in shares) at Sep. 30, 2022 | 74,215,000 | |||||
Balance at the beginning at Dec. 31, 2021 | $ 42,483 | |||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 40,000 | |||||
Balance at the ending at Sep. 30, 2022 | $ 44,076 | |||||
Balance at the ending (in shares) at Sep. 30, 2022 | 40,000 | |||||
Balance at the beginning at Mar. 31, 2022 | $ 742 | 75,452 | (72,148) | 4,046 | ||
Balance at the beginning (in shares) at Mar. 31, 2022 | 74,215,000 | |||||
Net income (loss) | (213) | (213) | ||||
Preferred stock dividend accretion | (531) | (531) | ||||
Balance at the ending at Jun. 30, 2022 | $ 742 | 74,921 | (72,361) | 3,302 | ||
Balance at the ending (in shares) at Jun. 30, 2022 | 74,215,000 | |||||
Balance at the beginning at Mar. 31, 2022 | $ 43,014 | |||||
Balance at the beginning (in shares) at Mar. 31, 2022 | 40,000 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Preferred stock dividend accumulation | $ 531 | |||||
Balance at the ending at Jun. 30, 2022 | $ 43,545 | |||||
Balance at the ending (in shares) at Jun. 30, 2022 | 40,000 | |||||
Net income (loss) | (15) | (15) | ||||
Preferred stock dividend accretion | (531) | (531) | ||||
Balance at the ending at Sep. 30, 2022 | $ 742 | 74,390 | (72,376) | 2,756 | ||
Balance at the ending (in shares) at Sep. 30, 2022 | 74,215,000 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Preferred stock dividend accumulation | $ 531 | |||||
Balance at the ending at Sep. 30, 2022 | $ 44,076 | |||||
Balance at the ending (in shares) at Sep. 30, 2022 | 40,000 | |||||
Balance at the beginning at Dec. 31, 2022 | $ 742 | 74,708 | (72,043) | 3,407 | ||
Balance at the beginning (in shares) at Dec. 31, 2022 | 74,215,000 | |||||
Net income (loss) | 197 | 197 | ||||
Preferred stock dividend accretion | (531) | (531) | ||||
Balance at the ending at Mar. 31, 2023 | $ 742 | 74,177 | (71,846) | 3,073 | ||
Balance at the ending (in shares) at Mar. 31, 2023 | 74,215,000 | |||||
Balance at the beginning at Dec. 31, 2022 | $ 42,483 | $ 42,483 | ||||
Balance at the beginning (in shares) at Dec. 31, 2022 | 40,000 | 40,000 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Preferred stock dividend accumulation | $ 531 | |||||
Balance at the ending at Mar. 31, 2023 | $ 43,014 | |||||
Balance at the ending (in shares) at Mar. 31, 2023 | 40,000 | |||||
Balance at the beginning at Dec. 31, 2022 | $ 742 | 74,708 | (72,043) | 3,407 | ||
Balance at the beginning (in shares) at Dec. 31, 2022 | 74,215,000 | |||||
Net income (loss) | 701 | |||||
Balance at the ending at Sep. 30, 2023 | $ 742 | 73,115 | (71,342) | 2,515 | ||
Balance at the ending (in shares) at Sep. 30, 2023 | 74,215,000 | |||||
Balance at the beginning at Dec. 31, 2022 | $ 42,483 | $ 42,483 | ||||
Balance at the beginning (in shares) at Dec. 31, 2022 | 40,000 | 40,000 | ||||
Balance at the ending at Sep. 30, 2023 | $ 44,076 | $ 44,076 | ||||
Balance at the ending (in shares) at Sep. 30, 2023 | 40,000 | 40,000 | ||||
Balance at the beginning at Mar. 31, 2023 | $ 742 | 74,177 | (71,846) | 3,073 | ||
Balance at the beginning (in shares) at Mar. 31, 2023 | 74,215,000 | |||||
Net income (loss) | 183 | 183 | ||||
Preferred stock dividend accretion | (531) | (531) | ||||
Balance at the ending at Jun. 30, 2023 | $ 742 | 73,646 | (71,663) | 2,725 | ||
Balance at the ending (in shares) at Jun. 30, 2023 | 74,215,000 | |||||
Balance at the beginning at Mar. 31, 2023 | $ 43,014 | |||||
Balance at the beginning (in shares) at Mar. 31, 2023 | 40,000 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Preferred stock dividend accumulation | $ 531 | |||||
Balance at the ending at Jun. 30, 2023 | $ 43,545 | |||||
Balance at the ending (in shares) at Jun. 30, 2023 | 40,000 | |||||
Net income (loss) | 321 | 321 | ||||
Preferred stock dividend accretion | (531) | (531) | ||||
Balance at the ending at Sep. 30, 2023 | $ 742 | $ 73,115 | $ (71,342) | $ 2,515 | ||
Balance at the ending (in shares) at Sep. 30, 2023 | 74,215,000 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Preferred stock dividend accumulation | $ 531 | |||||
Balance at the ending at Sep. 30, 2023 | $ 44,076 | $ 44,076 | ||||
Balance at the ending (in shares) at Sep. 30, 2023 | 40,000 | 40,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 701,000 | $ (519,000) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Deferred income taxes | $ 76,000 | 91,000 | 0 |
Changes in operating assets and liabilities | 58,000 | (270,000) | |
Net cash provided by (used in) operating activities | 850,000 | (789,000) | |
Cash flows from financing activities: | |||
Preferred stock dividend payments | (1,275,000) | 0 | |
Net cash used in financing activities | (1,275,000) | 0 | |
Net decrease in cash and cash equivalents | (425,000) | (789,000) | |
Cash and cash equivalents, beginning of period | 46,982,000 | 47,641,000 | |
Cash and cash equivalents, end of period | $ 46,557,000 | 46,557,000 | 46,852,000 |
Non-cash financing activities: | |||
Accretion of dividend for Series C Preferred Stock | $ 1,593,000 | $ 1,593,000 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2023 | |
Description of Business | |
Description of Business | (1) Enzon Pharmaceuticals, Inc. (together with its subsidiaries, the “Company,” “Enzon,” “we” or “us”) is positioned as a public company acquisition vehicle, where it can become an acquisition platform and more fully utilize its net operating loss carryforwards (“NOLs”) and enhance stockholder value. In September 2020, the Company initiated a rights offering for its common and preferred stock (see below and Note 13 to our Condensed Consolidated Financial Statements), which closed in October 2020, and it realized $43.6 million in gross proceeds. This has enabled the Company to embark on its plan to realize the value of its more than $100 million NOLs by acquiring potentially profitable businesses or assets. To protect the NOLs, in August 2020, the Company’s Board of Directors (the “Board”) adopted a Section 382 rights plan (see Note 12 to our Condensed Consolidated Financial Statements). Historically, the Company had received royalty revenues from licensing arrangements with other companies primarily related to sales of certain drug products that utilized Enzon’s proprietary technology. In recent years, the Company has had no clinical operations and limited corporate operations. Enzon has a marketing agreement in the drug Vicineum, which, if approved, will, potentially, generate milestone and royalty payments to it in the future. Enzon cannot assure you that it will earn material future royalties or milestones. The Board and the Company’s management are actively involved in pursuing, sourcing, reviewing and evaluating various potential acquisition transactions consistent with its long-term strategy. The Company’s management and Board have made a number of contacts and engaged in discussions with principals of individual companies and financial advisors on behalf of various individual companies, while continuing to evaluate potential transactions. To date, no actionable transactions have been initiated. The Company has a marketing agreement with Micromet AG, now part of Amgen, Inc. (the “Micromet Agreement”), pursuant to which it may be entitled to certain milestone and royalty payments if Vicineum, a drug that was being developed by Sesen, Inc., (Sesen”) is approved for the treatment of non-muscle invasive bladder cancer. In a series of announcements, Sesen noted that it was voluntarily pausing further development of Vicineum in the United States and had withdrawn its application to market Vicineum in Europe. Sesen later announced that it had completed a merger with Carisma Therapeutics Inc. (“Carisma”) and that the combined company will focus on the advancement of Carisma’s proprietary cell therapy for the treatment of cancer and other disorders. Sesen also stated that it intends to seek a partner for the further development of Vicineum. In August 2020, the Board adopted a Section 382 rights plan and declared a dividend distribution of one right for each outstanding share of the Company’s common stock to stockholders of record at the close of business on August 24, 2020. (See Note 11 to the Condensed Consolidated Financial Statements.) In September 2020, the Board approved a Rights Offering (the “Rights Offering”), by which the Company distributed, at no charge to all holders of its common stock on September 23, 2020 (the “Record Date”), transferable subscription rights to purchase units (“Units”) at a subscription price per Unit of $1,090. In the Rights Offering, each stockholder on the Record Date received one subscription right for every share of common stock owned on the Record Date. For every 1,105 subscription rights held, a stockholder was entitled to purchase one Unit at the subscription price. Each Unit consisted of one share of newly designated Series C Preferred Stock, par value $0.01 per share, and 750 shares of the Company’s common stock. The subscription period for the Rights Offering ended on October 9, 2020. As a result of the sale of all 40,000 Units available for purchase in the Rights Offering, the Company received approximately $43.6 million of gross proceeds and had 40,000 shares of Series C Preferred Stock outstanding and an aggregate of 74,214,603 shares of common stock outstanding following the Rights Offering. (See Note 12 to the Condensed Consolidated Financial Statements.) (1) Description of Business (continued) On an annual basis, the Board may, at its sole discretion, cause a dividend with respect to the Series C Preferred Stock to be paid in cash to the holders in an amount equal to 3% of the liquidation preference as in effect at such time (initially $1,000 per share). If the dividend is not so paid in cash, the liquidation preference is adjusted and increased annually by an amount equal to 5% of the liquidation preference per share as in effect at such time, that is not paid in cash to the holders on such date. The Board did not declare a dividend as of December 31, 2021 and, at December 31, 2021 the liquidation value of the Series C Preferred Stock was $1,062 per share. On December 29, 2022, the Board declared a cash dividend of 3% on the Series C Preferred Stock, aggregating approximately $1,275,000 or $31.86 per share. Accordingly, the cumulative liquidation value of the Series C Preferred Stock was approximately $42,483,000 ($1,062 per share) on December 31, 2022. The dividend was paid on January 17, 2023 to the holders of record of the Company’s Series C Preferred Stock as of January 10, 2023. As of September 30, 2023, the Board had not yet determined whether to declare a cash dividend at the end of 2023. Accordingly, the Company accrued an accumulation at 5% for the first nine months of 2023 on a pro rata basis (approximately $1,062,000 or $40 per share) and, as a result, the liquidation value of the Series C Preferred Stock was approximately $44,076,000 ($1,102 per share) at September 30, 2023. (See Note 13 to the Condensed Consolidated Financial Statements.) The Company maintains its principal executive offices at 20 Commerce Drive, Suite 135, Cranford, New Jersey 07016 through a service agreement with Regus Management Group, LLC. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation | |
Basis of Presentation | (2) Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared from the books and records of the Company in accordance with United States accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the information and footnotes required for complete annual financial statements. Interim results are not necessarily indicative of the results that may be expected for the full year. Interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated as part of the consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include legal and contractual contingencies and income taxes. Although management bases its estimates on historical experience, relevant current information and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates. Revenue Recognition Royalty revenues from the Company’s agreements with third parties are recognized when the Company can reasonably determine the amounts earned. In most cases, this will be upon notification from the third-party licensee, which is typically during the quarter following the quarter in which the sales occurred. The Company does not participate in the selling or marketing of products for which it receives royalties. No provision for uncollectible accounts is established upon recognition of revenues. (2) Contingent payments due under the asset purchase agreement for the sale of the Company’s former specialty pharmaceutical business are recognized as revenue when the milestone has been achieved and collection is assured, such payments are non-refundable and no further effort is required on the part of the Company or the other party to complete the earning process. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized. The effect of a change in tax rates or laws on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date of the rate change. A valuation allowance is established to reduce the deferred tax assets to the amounts that are more likely than not to be realized from operations. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions. Interest and penalties, if any, related to unrecognized tax benefits, would be recognized as income tax expense. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2023 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | (3) Recent Accounting Pronouncements Recent Accounting Standards Updates issued by the Financial Accounting Standards Board and guidance issued by the SEC did not, or are not believed by management to, have a material effect on the Company’s present or future Condensed Consolidated Financial Statements. |
Financial Instruments and Fair
Financial Instruments and Fair Value | 9 Months Ended |
Sep. 30, 2023 | |
Financial Instruments and Fair Value | |
Financial Instruments and Fair Value | (4) The carrying values of cash and cash equivalents, royalty receivable, other current assets, accounts payable, accrued expenses and other current liabilities in the Company’s condensed consolidated balance sheets approximated their fair values at September 30, 2023 and December 31, 2022 due to their short-term nature. As of each of September 30, 2023 and December 31, 2022, the Company held cash equivalents aggregating approximately $45.5 million and $47.0 million, respectively. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | (5) The Company made a minimal New Jersey income tax payment during the nine-month period ended September 30, 2023 and $1,000 in income tax payments during the nine-month period ended September 30, 2022. There were no interest payments made during the nine-month periods ended September 30, 2023 and 2022. |
Cash Dividend
Cash Dividend | 9 Months Ended |
Sep. 30, 2023 | |
Cash Dividend | |
Cash Dividend | (6) On December 29, 2022, the Board declared a cash dividend of 3% on the Series C Preferred Stock, aggregating approximately $1,275,000 or $31.86 per share. Accordingly, the cumulative liquidation value of the Series C Preferred Stock was approximately $42,483,000 ($1,062 per share) on December 31, 2022. The dividend was paid on January 17, 2023 to the holders of record of the Company’s Series C Preferred Stock as of January 10, 2023 (See Note 13 to the Condensed Consolidated Financial Statements). |
Loss Per Common Share
Loss Per Common Share | 9 Months Ended |
Sep. 30, 2023 | |
Loss Per Common Share | |
Loss Per Common Share | (7) Because there is a net loss available to common shareholders in each of the periods, only basic and diluted loss per common share is presented. Basic net loss available to common shareholders per common share is computed by dividing the net loss, less any dividends, accretion or reduction or redemption on our Series C Preferred Stock, by the weighted average number of shares of common stock outstanding during the period. The Company had no outstanding common stock equivalents during any of the periods presented. For purposes of calculating diluted earnings per common share, the denominator normally includes both the weighted-average number of shares of common stock outstanding and the number of common stock equivalents if the inclusion of such common stock equivalents is dilutive. Because a net loss available to common shareholders was incurred in each of the three and nine-month periods ended September 30, 2023 and 2022, common stock equivalents would be anti-dilutive. During each of the three and nine-month periods ended September 30, 2023 and 2022, there were no common stock equivalents. Loss per common share information is as follows (in thousands, except per share amounts) for the three months and nine months ended September 30, 2023 and 2022: Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Loss Per Common Share – Basic and Diluted: Net income (loss) $ 321 $ (15) $ 701 $ (519) Dividends on Series C preferred stock (531) (531) (1,593) (1,593) Net loss available to common shareholders $ (210) $ (546) $ (892) $ (2,112) Weighted-average number of common shares outstanding 74,215 74,215 74,215 74,215 Basic and diluted loss per share $ (0.00) $ (0.01) $ (0.01) $ (0.03) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Taxes | |
Income Taxes | (8) Income Taxes During the nine-month periods ended September 30, 2023 and 2022, the Company recorded approximately $92,500 and $2,000, respectively, of income tax expense. The income tax expense in 2023 has been mainly related to the reduction of the net deferred tax asset due to the utilization of federal and state net operating loss carryforwards. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Assuming no acquisition is completed or material changes in results through year-end 2023, the Company has partially reversed the valuation allowances as of September 30, 2023. A deferred tax expense of approximately $91,000 and $76,000, respectively, was recorded during the nine and three-month periods ended September 30, 2023. Management of the Company will continue to assess the need for this valuation allowance and will make adjustments when or if appropriate. (8) At September 30, 2023, the Company had federal NOLs of approximately $103 million, of which approximately $99.8 million will expire in the years 2025 through 2036, and New Jersey state NOLs of approximately $25.2 million that expire in the years 2031 through 2042. Under the Tax Cuts and Jobs Act, federal net operating losses generated in tax years beginning after December 31, 2017 have an unlimited carryforward period, and the amount of net operating loss allowed to be utilized each year is limited to 80% of taxable income. At September 30, 2023, the Company has federal research and development (“R&D”) tax credit carryforwards of approximately $11.1 million that expire in the years 2023 through 2029. These deferred tax assets were subject to a valuation allowance such that the deferred tax expense incurred as a result of the expiration of the R&D credit carryforwards was offset by a corresponding deferred tax benefit for the related reduction in valuation allowance. The Company’s ability to use the NOLs and R&D tax credit carryforwards may be limited, as they are subject to certain limitations due to ownership changes as defined by rules pursuant to Section 382 of the Internal Revenue Code of 1986, as amended. However, management of the Company believes that the Company’s NOLs will not be limited by any changes in the Company’s ownership as a result of the successful completion of the Rights Offering. (See Note 12 to the Condensed Consolidated Financial Statements.) Additionally, in an effort to protect stockholder value by attempting to protect against a possible limitation on the Company’s ability to use its NOLs, the Board adopted a Section 382 rights plan. (See Note 11 to the Condensed Consolidated Financial Statements.) The Company has not recorded a liability for unrecognized income tax benefits. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingent Liabilities | |
Commitments and Contingent Liabilities | (9) The Company has been involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material effect on the Company’s consolidated financial position, results of operations, or liquidity. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Accounts Payable and Accrued Expenses | |
Accounts Payable and Accrued Expenses | (10) Prior to 2017, the Company’s primary source of royalty revenues was derived from sales of PegIntron, which is marketed by Merck & Co., Inc. (“Merck”). At December 31, 2022, the Company recorded a liability to Merck of approximately $331,000, based primarily on Merck’s assertions regarding recoupments related to prior returns and rebates. Royalties earned from sales of of PegIntron during the first two quarters of 2023 were de minimus Accrued expenses and other current liabilities consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, 2023 2022 Professional and consulting fees $ 67 $ 87 Other 2 6 $ 69 $ 93 |
Section 382 Rights Plan
Section 382 Rights Plan | 9 Months Ended |
Sep. 30, 2023 | |
Section 382 Rights Plan | |
Section 382 Rights Plan | (11) On August 14, 2020, in an effort to protect stockholder value by attempting to protect against a possible limitation on the Company’s ability to use its NOLs, the Board adopted a Section 382 rights plan and declared a dividend distribution of one right for each outstanding share of the Company’s common stock to stockholders of record at the close of business on August 24, 2020. Accordingly, holders of the Company’s common stock own one preferred stock purchase right for each share of common stock owned by such holder. The rights are not immediately exercisable and will become exercisable only upon the occurrence of certain events as set forth in the Section 382 rights plan. If the rights become exercisable, each right would initially represent the right to purchase from the Company one one-thousandth of a share of the Company’s Series A-1 Junior Participating Preferred Stock, par value $0.01 per share, for a purchase price of $1.20 per right. If issued, each fractional share of Series A-1 Junior Participating Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of the Company’s common stock. However, prior to exercise, a right does not give its holder any rights as a stockholder of the Company, including any dividend, voting or liquidation rights. The rights will expire on the earliest of (i) the close of business on June 2, 2024 (unless that date is advanced or extended by the Board), (ii) the time at which the rights are redeemed or exchanged under the Section 382 rights plan, (iii) the close of business on the day of repeal of Section 382 of the Internal Revenue Code or any successor statute or (iv) the close of business on the first day of a taxable year of the Company to which the Company’s Board of Directors determines that no NOLs may be carried forward. |
Rights Offering
Rights Offering | 9 Months Ended |
Sep. 30, 2023 | |
Rights Offering | |
Rights Offering | (12) On September 1, 2020, the Board approved a Rights Offering. For every 1,105 subscription rights held, a stockholder was entitled to purchase one Unit at the subscription price of $1,090. Each Unit consisted of one share of newly designated Series C Preferred Stock, par value $0.01 per share, and 750 shares of the Company’s common stock. On October 9, 2020, the Rights Offering expired and, as a result of the sale of all 40,000 Units, the Company received approximately $43.6 million in gross proceeds and issued shares of Series C Preferred Stock and shares of common stock such that, following the closing of the Rights Offering, there was an aggregate of 40,000 shares of Series C Preferred Stock outstanding and 74,214,603 shares of common stock outstanding. (12) On an annual basis, the Board may, at its sole discretion, cause a dividend with respect to the Series C Preferred Stock to be paid in cash to the holders in an amount equal to 3% of the liquidation preference as in effect at such time (initially $1,000 per share). If the dividend is not so paid in cash, the liquidation preference is adjusted and increased annually by an amount equal to 5% of the liquidation preference per share as in effect at such time, that is not paid in cash to the holders on such date. Holders of Series C Preferred Stock do not have any voting rights and the Series C Preferred Stock is not convertible into shares of the Company’s common stock. The initial liquidation value of the Series C Preferred Stock was $1,000 per share. At December 31, 2021, the liquidation value of the Series C Preferred Stock was $1,062 per share, inasmuch as no dividend was declared or paid in cash. On December 29, 2022, the Board declared a cash dividend of 3% on the Series C Preferred Stock, aggregating approximately $1,275,000 or $31.86 per share. Accordingly, the liquidation value of the Series C Preferred Stock was $1,062 per share on December 31, 2022. The dividend was paid on January 17, 2023 to the holders of record of the Company’s Series C Preferred Stock as of January 10, 2023. Since November 1, 2022, the Company has been able to redeem the Series C Preferred Stock at any time, in whole or in part, for an amount based on the liquidation preference per share as in effect at such time. Holders of Series C Preferred Stock have the right to demand that the Company redeem their shares in the event that the Company undergoes a change of control as defined in the Certificate of Designation of the Series C Preferred Stock. |
Series C Preferred Stock
Series C Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
Series C Preferred Stock | |
Series C Preferred Stock | (13) Series C Preferred Stock In October 2020, the Company issued 40,000 shares of Series C Preferred Stock for an aggregate purchase price of $40.0 million. As of December 31, 2021, the Board had not declared a cash dividend on the Series C Preferred Stock. Accordingly, during the year ended December 31, 2021, the Company recorded a 5% increase to the liquidation preference of approximately $50 per share of Series C Preferred Stock, aggregating approximately $2,023,000, for a cumulative liquidation value of approximately $42,483,000 ($1,062 per share) as of December 31, 2021. Because a cash dividend of 3% was declared for 2022, at December 31, 2022, there was no change to the liquidation value that was recorded as of December 31, 2021. As of September 30, 2023, the Board had not yet determined whether to declare a cash dividend at the end of 2023. Since a determination has not been made, the Company has recorded a 5% increase (computed on a pro rata basis) to the liquidation preference of approximately $40 per share of Series C Preferred Stock, aggregating approximately $1,593,000, for a cumulative liquidation value of approximately $44,076,000 ($1,102 per share) as of September 30, 2023. Unless and until an amount in cash is paid to the holders of the Series C Preferred Stock in an amount equal to the difference between the initial liquidation value ($1,000 per share) and the then-current liquidation value, no dividends may be paid to holders of the Company’s common stock. There is no prohibition on the repurchase or redemption of Series C Preferred Shares while there is any arrearage in the payment of dividends. Since the redemption of the Series C Preferred Stock is contingently or optionally redeemable, the Series C Preferred Stock has been classified in mezzanine equity on the Condensed Consolidated Balance Sheets. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation | |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared from the books and records of the Company in accordance with United States accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the information and footnotes required for complete annual financial statements. Interim results are not necessarily indicative of the results that may be expected for the full year. Interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated as part of the consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include legal and contractual contingencies and income taxes. Although management bases its estimates on historical experience, relevant current information and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates. |
Revenue Recognition | Revenue Recognition Royalty revenues from the Company’s agreements with third parties are recognized when the Company can reasonably determine the amounts earned. In most cases, this will be upon notification from the third-party licensee, which is typically during the quarter following the quarter in which the sales occurred. The Company does not participate in the selling or marketing of products for which it receives royalties. No provision for uncollectible accounts is established upon recognition of revenues. Contingent payments due under the asset purchase agreement for the sale of the Company’s former specialty pharmaceutical business are recognized as revenue when the milestone has been achieved and collection is assured, such payments are non-refundable and no further effort is required on the part of the Company or the other party to complete the earning process. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized. The effect of a change in tax rates or laws on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date of the rate change. A valuation allowance is established to reduce the deferred tax assets to the amounts that are more likely than not to be realized from operations. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions. Interest and penalties, if any, related to unrecognized tax benefits, would be recognized as income tax expense. |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Loss Per Common Share | |
Schedule of loss per common share | Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Loss Per Common Share – Basic and Diluted: Net income (loss) $ 321 $ (15) $ 701 $ (519) Dividends on Series C preferred stock (531) (531) (1,593) (1,593) Net loss available to common shareholders $ (210) $ (546) $ (892) $ (2,112) Weighted-average number of common shares outstanding 74,215 74,215 74,215 74,215 Basic and diluted loss per share $ (0.00) $ (0.01) $ (0.01) $ (0.03) |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounts Payable and Accrued Expenses | |
Schedule of accrued expenses and other current liabilities | September 30, December 31, 2023 2022 Professional and consulting fees $ 67 $ 87 Other 2 6 $ 69 $ 93 |
Description of Business (Detail
Description of Business (Details) | 1 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 29, 2022 USD ($) $ / shares | Sep. 01, 2020 $ / shares shares | Sep. 30, 2020 USD ($) item $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Oct. 31, 2020 $ / shares | Sep. 23, 2020 $ / shares shares | |
Description of Business | ||||||||
Amount of operating loss carry forward | $ | $ 100,000,000 | $ 103,000,000 | ||||||
Preferred stock, par value | $ 1 | |||||||
Common stock, shares outstanding | shares | 74,214,603 | 74,214,603 | ||||||
Rights Offering | ||||||||
Description of Business | ||||||||
Rights offering and realized in gross proceeds | $ | $ 43,600,000 | |||||||
Subscription price per Unit | $ 1,090 | |||||||
Number of rights per share of stock | shares | 1 | 1 | ||||||
Number of subscription rights to be held | item | 1,105 | |||||||
Number of units available for purchase | shares | 40,000 | |||||||
Rights Offering | Common Stock | ||||||||
Description of Business | ||||||||
Number of shares per unit | shares | 750 | |||||||
Common stock, shares outstanding | shares | 74,214,603 | |||||||
Series C Preferred Stock | ||||||||
Description of Business | ||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||||||
Preferred stock, shares outstanding | shares | 40,000 | 40,000 | ||||||
Percentage of dividend on liquidation preference to be paid in cash | 3% | |||||||
Initial dividend per share | $ 1,000 | |||||||
Percentage of annual increase in liquidation preference | 5% | |||||||
Cash dividend (as percent) | 3% | 3% | 5% | |||||
Aggregated dividend amount | $ | $ 1,275,000 | $ 1,062,000 | ||||||
Preferred stock, liquidation value (in dollars per share) | $ 1,062 | $ 31.86 | $ 1,102 | $ 1,062 | ||||
Preferred stock, liquidation value | $ | $ 42,483,000 | |||||||
Dividend per share | $ 31.86 | $ 40 | ||||||
Cumulative liquidation value | $ | $ 42,483,000 | $ 44,076,000 | $ 42,483,000 | |||||
Cumulative liquidation value (in dollars per share) | $ 1,062 | $ 1,102 | ||||||
Series C Preferred Stock | Rights Offering | ||||||||
Description of Business | ||||||||
Preferred stock, par value | $ 0.01 | |||||||
Preferred stock, shares outstanding | shares | 40,000 | |||||||
Percentage of dividend on liquidation preference to be paid in cash | 3% | |||||||
Preferred stock, liquidation value (in dollars per share) | $ 1,000 | |||||||
Cumulative liquidation value (in dollars per share) | $ 1,000 | $ 1,062 |
Basis of Presentation (Details)
Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Basis of Presentation | |
Provision for uncollectible accounts | $ 0 |
Liability for uncertain tax positions | $ 0 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Financial Instruments and Fair Value | ||
Cash and cash equivalents, at carrying value | $ 45.5 | $ 47 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Supplemental Cash Flow Information | ||
Cash paid for income taxes | $ 1,000 | |
Interest paid, net | $ 0 | $ 0 |
Cash Dividend (Details)
Cash Dividend (Details) - Series C Preferred Stock - USD ($) | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 29, 2022 | Sep. 30, 2023 | Dec. 31, 2021 | |
Cash Dividend | ||||
Cash dividend (as percent) | 3% | 3% | 5% | |
Aggregated dividend amount | $ 1,275,000 | $ 1,062,000 | ||
Dividend per share | $ 31.86 | $ 40 | ||
Cumulative liquidation value | $ 42,483,000 | $ 44,076,000 | $ 42,483,000 | |
Cumulative liquidation value (in dollars per share) | $ 1,062 | $ 1,102 |
Loss Per Common Share (Details)
Loss Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Loss per Common Share - Basic and Diluted | ||||||||
Net income (loss) | $ 321 | $ 183 | $ 197 | $ (15) | $ (213) | $ (291) | $ 701 | $ (519) |
Dividends on Series C preferred stock | (531) | (531) | (1,593) | (1,593) | ||||
Net loss available to common shareholders | $ (210) | $ (546) | $ (892) | $ (2,112) | ||||
Weighted-average number of common shares outstanding - Basic | 74,215 | 74,215 | 74,215 | 74,215 | ||||
Weighted-average number of common shares outstanding - Diluted | 74,215 | 74,215 | 74,215 | 74,215 | ||||
Loss per common share - Basic | $ 0 | $ (0.01) | $ (0.01) | $ (0.03) | ||||
Loss per common share - Diluted | $ 0 | $ (0.01) | $ (0.01) | $ (0.03) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2020 | |
Income Taxes | |||||
Income tax benefit | $ 76,000 | $ 2,000 | $ 93,000 | $ (2,000) | |
Deferred income taxes | 76,000 | 91,000 | 0 | ||
Operating loss carryforwards | 103,000,000 | $ 103,000,000 | $ 100,000,000 | ||
Tax credit carryforward, limitations on use | net operating losses generated in tax years beginning after December 31, 2017 have an unlimited carryforward period, and the amount of net operating loss allowed to be utilized each year is limited to 80% of taxable income | ||||
New Jersey state income tax | |||||
Income Taxes | |||||
Income tax benefit | $ 92,500 | $ 2,000 | |||
New Jersey state income tax | |||||
Income Taxes | |||||
Operating loss carryforwards | 25,200,000 | 25,200,000 | |||
Domestic Tax Authority | |||||
Income Taxes | |||||
Operating loss carryforwards | 99,800,000 | 99,800,000 | |||
Domestic Tax Authority | R & D credit carryforwards | |||||
Income Taxes | |||||
Tax Credit Carryforward Amount | $ 11,100,000 | $ 11,100,000 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Merck | ||
Accounts Payable and Accrued Expenses | ||
Accrued royalties | $ 331,000 | $ 331,000 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses - Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts Payable and Accrued Expenses | ||
Professional and consulting fees | $ 67 | $ 87 |
Other | 2 | 6 |
Accrued expenses and other current liabilities, Total | $ 69 | $ 93 |
Section 382 Rights Plan (Detail
Section 382 Rights Plan (Details) | Aug. 14, 2020 Vote $ / shares shares | Sep. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Section 382 Rights Plan | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |
Section 382 Rights Plan | |||
Section 382 Rights Plan | |||
Rights per share distributed as dividend | shares | 1 | ||
Number of preferred stock purchase right for each common stockholder | shares | 1 | ||
Section 382 Rights Plan | Series A-1 Junior Participating Preferred Stock | |||
Section 382 Rights Plan | |||
Number of common stock eligible for each warrant become exercisable | shares | 1 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||
Purchase price per right (in dollars per share) | $ / shares | $ 1.20 | ||
Number of votes for fractional share | Vote | 1 |
Rights Offering (Details)
Rights Offering (Details) - USD ($) | 9 Months Ended | ||||||
Dec. 31, 2022 | Dec. 29, 2022 | Oct. 09, 2020 | Sep. 01, 2020 | Sep. 30, 2023 | Dec. 31, 2021 | Sep. 23, 2020 | |
Rights Offering | |||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Common stock, shares outstanding | 74,214,603 | 74,214,603 | |||||
Series C Preferred Stock | |||||||
Rights Offering | |||||||
Percentage of dividend on liquidation preference to be paid in cash | 3% | ||||||
Cumulative liquidation value (in dollars per share) | $ 1,062 | $ 1,102 | |||||
Cash dividend (as percent) | 3% | 3% | 5% | ||||
Aggregated dividend amount | $ 1,275,000 | $ 1,062,000 | |||||
Dividend per share | $ 31.86 | $ 40 | |||||
Rights Offering | |||||||
Rights Offering | |||||||
Number of subscription rights to be held for purchase of a unit | 1,105 | ||||||
Number of units entitled for 1,105 subscription rights held | 1 | ||||||
Subscription price per unit of a right | $ 1,090 | ||||||
Number of common stock eligible for each warrant become exercisable | 1 | 1 | |||||
Rights Offering | Series C Preferred Stock | |||||||
Rights Offering | |||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||||
Number of common shares for unit | 750 | ||||||
Percentage of dividend on liquidation preference to be paid in cash | 3% | ||||||
Cumulative liquidation value (in dollars per share) | $ 1,000 | $ 1,062 | |||||
Annual increase in percentage of the liquidation preference per share, if dividend not paid in cash | 5% | ||||||
Rights Offering | Investment Agreement | |||||||
Rights Offering | |||||||
Number of units sold | 40,000 | ||||||
Issued and gross proceeds | $ 43,600,000 | ||||||
Rights Offering | Investment Agreement | Series C Preferred Stock | |||||||
Rights Offering | |||||||
Preferred stock, shares outstanding | 40,000 | ||||||
Common stock, shares outstanding | 74,214,603 |
Series C Preferred Stock (Detai
Series C Preferred Stock (Details) - Series C Preferred Stock - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 29, 2022 | Oct. 31, 2020 | Sep. 30, 2023 | Dec. 31, 2021 | Sep. 01, 2020 | |
Series C Preferred Stock | ||||||
Rights offering, proceeds (in shares) | 40,000 | |||||
Proceeds from issuance of series c preferred stock | $ 40,000,000 | |||||
Increase in liquidation preference value (in percentage) | 5% | 5% | ||||
Increase in liquidation preference value | $ 1,593,000 | $ 2,023,000 | ||||
Cumulative liquidation value | $ 42,483,000 | |||||
Preferred stock, liquidation value (in dollars per share) | $ 1,062 | $ 31.86 | $ 1,102 | $ 1,062 | ||
Cumulative liquidation value of series c preferred stock | $ 42,483,000 | $ 44,076,000 | ||||
Cumulative liquidation value | $ 42,483,000 | $ 44,076,000 | $ 42,483,000 | |||
Preferred stock, increase in liquidation preference (in dollars per share) | $ 40 | $ 50 | ||||
Cash dividend (as percent) | 3% | 3% | 5% | |||
Cumulative liquidation value (in dollars per share) | $ 1,062 | $ 1,102 | ||||
Rights Offering | ||||||
Series C Preferred Stock | ||||||
Preferred stock, liquidation value (in dollars per share) | $ 1,000 | |||||
Cumulative liquidation value (in dollars per share) | $ 1,062 | $ 1,000 | ||||
Preferred stock dividends on liquidation value | $ 0 |