Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 20, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Period End Date | Dec. 31, 2022 | |||
Current Fiscal Year End Date | --12-31 | |||
Document Fiscal Year Focus | 2022 | |||
Document Fiscal Period Focus | FY | |||
Document Transition Report | false | |||
Entity File Number | 1-11460 | |||
Entity Registrant Name | Eterna Therapeutics Inc. | |||
Entity Central Index Key | 0000748592 | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Tax Identification Number | 31-1103425 | |||
Entity Address, Address Line One | 10355 Cambridge Street, Suite 18A, | |||
Entity Address, City or Town | Cambridge | |||
Entity Address, State or Province | MA | |||
Entity Address, Postal Zip Code | 02141 | |||
City Area Code | 212 | |||
Local Phone Number | 582-1199 | |||
Title of 12(b) Security | Common Stock, $0.005 par value | |||
Trading Symbol | ERNA | |||
Security Exchange Name | NASDAQ | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | false | |||
ICFR Auditor Attestation Flag | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 23.8 | |||
Entity Common Stock, Shares Outstanding | 5,127,070 | |||
Auditor Firm ID | 248 | 688 | ||
Auditor Name | GRANT THORNTON LLP | Marcum LLP | ||
Auditor Location | New York, New York | New York, NY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 11,446 | $ 16,985 |
Other receivable | 951 | 684 |
Prepaid expenses and other current assets | 1,284 | 1,097 |
Total current assets | 13,681 | 18,766 |
Restricted cash | 4,095 | 0 |
Property and equipment, net | 236 | 670 |
Right-of-use assets - operating leases | 1,030 | 2,567 |
Goodwill | 2,044 | 2,044 |
In-process research and development | 0 | 5,990 |
Investment in non-controlling interest | 59 | 1,000 |
Other assets | 1,134 | 488 |
Total assets | 22,279 | 31,525 |
Current liabilities: | ||
Accounts payable | 1,620 | 1,755 |
Accrued expenses | 3,626 | 1,249 |
Due to related party, current | 1,750 | 0 |
Operating lease liabilities, current | 295 | 426 |
Other current liabilities | 363 | 247 |
Total current liabilities | 7,654 | 3,677 |
Due to related party, non-current | 1,206 | 0 |
Warrant liabilities | 331 | 0 |
Operating lease liabilities, non-current | 887 | 2,297 |
Other liabilities | 94 | 48 |
Total liabilities | 10,172 | 6,022 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Common stock, $0.005 par value, 100,000 shares authorized at December 31, 2022 and 2021; 5,127 and 2,601 issued and outstanding at December 31, 2022 and 2021, respectively | 26 | 13 |
Additional paid-in capital | 177,377 | 166,191 |
Accumulated deficit | (165,297) | (140,702) |
Total stockholders' equity | 12,107 | 25,503 |
Total liabilities and stockholders' equity | 22,279 | 31,525 |
Series A Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock, $0.005 par value, 1,000 shares authorized, 156 designated and outstanding of Series A convertible preferred stock at December 31, 2022 and 2021, $156 liquidation preference | $ 1 | $ 1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Preferred stock, shares authorized (in shares) | 1,000 | 1,000 |
Preferred stock, shares issued (in shares) | 156 | 156 |
Preferred stock, shares outstanding (in shares) | 156 | 156 |
Preferred stock, liquidation preference | $ 156 | $ 156 |
Common stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Common stock, shares authorized (in shares) | 100,000 | 100,000 |
Common stock, shares issued (in shares) | 5,127 | 2,601 |
Common stock, shares outstanding (in shares) | 5,127 | 2,601 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 10,392 | $ 12,705 |
Impairment of in-process research and development | 5,990 | 0 |
In-process research and development | 0 | 80,538 |
General and administrative | 16,835 | 14,724 |
Transaction costs | 0 | 5,765 |
Total operating expenses | 33,217 | 113,732 |
Loss from operations | (33,217) | (113,732) |
Other income (expenses): | ||
Loss on sale of NTN assets | 0 | (9,648) |
Change in fair value of warrant liabilities | 10,795 | 0 |
Loss on non-controlling investment | (941) | 0 |
Other (expense) income, net | (1,171) | 899 |
Total other income (expenses), net | 8,683 | (8,749) |
Loss before income taxes | (24,534) | (122,481) |
Provision for income taxes | (45) | (64) |
Net loss | (24,579) | (122,545) |
Series A preferred stock dividend | (16) | (16) |
Net loss attributable to common stockholders | $ (24,595) | $ (122,561) |
Net loss per common share - basic (in dollars per share) | $ (8.06) | $ (56.61) |
Net loss per common share - diluted (in dollars per share) | $ (8.06) | $ (56.61) |
Weighted average shares outstanding - basic (in shares) | 3,051 | 2,165 |
Weighted average shares outstanding - diluted (in shares) | 3,051 | 2,165 |
CONSOLIDATED STATEMENTS OF MEMB
CONSOLIDATED STATEMENTS OF MEMBERS'/STOCKHOLDERS' EQUITY - USD ($) | Membership Equity [Member] Class A [Member] | Membership Equity [Member] Class B [Member] | Membership Equity [Member] Class C [Member] | Membership Equity [Member] Common [Member] | Common Stock [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | Series A Preferred Stock [Member] |
Balance at Dec. 31, 2020 | $ 23,202,000 | $ 1,400,000 | $ 1,000,000 | $ 198,000 | $ 0 | $ 0 | $ 0 | $ (18,141,000) | $ 7,659,000 | |
Balance (in shares) at Dec. 31, 2020 | 0 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Brooklyn rights offerings membership units | 10,500,000 | 0 | 0 | 0 | $ 0 | $ 0 | 0 | 0 | 10,500,000 | |
Elimination of Eterna LLC's historical members' equity | (33,702,000) | (1,400,000) | (1,000,000) | (198,000) | 0 | 0 | 36,300,000 | 0 | 0 | |
Common stock to be retained by NTN stockholders | 0 | 0 | 0 | 0 | $ 0 | $ 0 | 8,178,000 | 0 | 8,178,000 | |
Common stock to be retained by NTN stockholders (in shares) | 76,000 | 0 | ||||||||
Issuance of Series A preferred stock retained by NTN stockholders | 0 | 0 | 0 | 0 | $ 0 | $ 1,000 | (1,000) | 0 | 0 | |
Issuance of Series A preferred stock retained by NTN stockholders (in shares) | 0 | 156,000 | ||||||||
Issuance of common stock to Eterna LLC members | 0 | 0 | 0 | 0 | $ 10,000 | $ 0 | (10,000) | 0 | 0 | |
Issuance of common stock to Eterna LLC members (in shares) | 1,946,000 | 0 | ||||||||
Issuance of common stock to Financial Advisor upon consummation of merger | 0 | 0 | 0 | 0 | $ 0 | $ 0 | 5,765,000 | 0 | 5,765,000 | |
Issuance of common stock to Financial Advisor upon consummation of merger (in shares) | 53,000 | 0 | ||||||||
Issuance of common stock from the exercise of stock options | 0 | 0 | 0 | 0 | $ 0 | $ 0 | 10,000 | 0 | 10,000 | |
Issuance of common stock from the exercise of stock options (in shares) | 0 | 0 | ||||||||
Issuance of common stock related to stock purchase agreement with Lincoln Park Capital Fund, LLC, net | 0 | 0 | 0 | 0 | $ 1,000 | $ 0 | 52,024,000 | 0 | 52,025,000 | |
Issuance of common stock related to stock purchase agreement with Lincoln Park Capital Fund, LLC, net (in shares) | 178,000 | 0 | ||||||||
Issuance of common stock in connection with the acquisition of Novellus, Inc. | 0 | 0 | 0 | 0 | $ 2,000 | $ 0 | 58,682,000 | 0 | 58,684,000 | |
Issuance of common stock in connection with the acquisition of Novellus, Inc. (in shares) | 351,000 | 0 | ||||||||
Cash dividends to Series A preferred stockholders | 0 | 0 | 0 | 0 | $ 0 | $ 0 | 0 | (8,000) | (8,000) | $ (8,000) |
Cash dividends to Series A preferred stockholders (in shares) | 0 | 0 | 10 | |||||||
Issuance of common stock in lieu of cash dividend to Series A convertible preferred stockholders | 0 | 0 | 0 | 0 | $ 0 | $ 0 | 8,000 | (8,000) | 0 | |
Issuance of common stock in lieu of cash dividend to Series A convertible preferred stockholders (in shares) | 0 | 0 | ||||||||
Forfeiture of unvested restricted stock | 0 | 0 | 0 | 0 | $ 0 | $ 0 | 0 | 0 | 0 | |
Forfeiture of unvested restricted stock (in shares) | (3,000) | 0 | ||||||||
Stock based compensation | 0 | 0 | 0 | 0 | $ 0 | $ 0 | 5,235,000 | 0 | 5,235,000 | |
Net loss | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (122,545,000) | (122,545,000) | |
Balance at Dec. 31, 2021 | 0 | 0 | 0 | 0 | $ 13,000 | $ 1,000 | 166,191,000 | (140,702,000) | 25,503,000 | |
Balance (in shares) at Dec. 31, 2021 | 2,601,000 | 156,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock and pre-funded warrants in connection with March 2022 private offering, net. | 0 | 0 | 0 | 0 | $ 1,000 | $ 0 | (1,000) | 0 | 0 | |
Issuance of common stock and pre-funded warrants in connection with March 2022 private offering, net. (in shares) | 275,000 | 0 | ||||||||
Issuance of common stock and warrants in connection with November 2022 private offering, net. | 0 | 0 | 0 | 0 | $ 12,000 | $ 0 | 7,383,000 | 0 | 7,395,000 | |
Issuance of common stock and warrants in connection with November 2022 private offering, net. (in shares) | 2,185,000 | 0 | ||||||||
Issuance of common stock from exercise of pre-funded warrants | 0 | 0 | 0 | 0 | $ 0 | $ 0 | 874,000 | 0 | 874,000 | |
Issuance of common stock from exercise of pre-funded warrants (in shares) | 68,000 | 0 | ||||||||
Issuance of common stock from vested restricted stock units | 0 | 0 | 0 | 0 | $ 0 | $ 0 | (5,000) | 0 | (5,000) | |
Issuance of common stock from vested restricted stock units (in shares) | 2,000 | 0 | ||||||||
Cash dividends to Series A preferred stockholders | 0 | 0 | 0 | 0 | $ 0 | $ 0 | 0 | (16,000) | (16,000) | $ (16,000) |
Cash dividends to Series A preferred stockholders (in shares) | 0 | 0 | ||||||||
Forfeiture of unvested restricted stock | 0 | 0 | 0 | 0 | $ 0 | $ 0 | 0 | 0 | 0 | |
Forfeiture of unvested restricted stock (in shares) | (4,000) | 0 | ||||||||
Stock based compensation | $ 0 | $ 0 | 2,935,000 | 0 | 2,935,000 | |||||
Net loss | 0 | 0 | 0 | (24,579,000) | (24,579,000) | |||||
Balance at Dec. 31, 2022 | $ 0 | $ 0 | $ 0 | $ 0 | $ 26,000 | $ 1,000 | $ 177,377,000 | $ (165,297,000) | $ 12,107,000 | |
Balance (in shares) at Dec. 31, 2022 | 5,127,000 | 156,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (24,579,000) | $ (122,545,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 161,000 | 117,000 |
Stock-based compensation | 2,935,000 | 5,235,000 |
Amortization of right-of-use asset | 336,000 | 342,000 |
Impairment of right-of-use asset | 772,000 | 0 |
Gain on remeasurement of operating lease liability and right-of-use-asset | (642,000) | 0 |
Impairment of in-process research and development | 5,990,000 | 0 |
In-process research and development | 0 | 80,538,000 |
Loss on disposal of fixed assets | 280,000 | 13,000 |
Gain on lease termination | (85,000) | 0 |
Gain on warrant liabilities | (10,795,000) | 0 |
Loss on non-controlling investment | 941,000 | 0 |
Transaction costs - shares to Financial Advisor | 0 | 5,765,000 |
Loss on sale of NTN assets | 0 | 9,648,000 |
Gain on forgiveness of PPP loan | 0 | (310,000) |
Changes in operating assets and liabilities: | ||
Other receivables | (262,000) | (659,000) |
Prepaid expenses and other current assets | (187,000) | (850,000) |
Other non-current assets | (646,000) | 0 |
Accounts payable and accrued expenses | 2,034,000 | (485,000) |
Due to related party | 2,956,000 | 0 |
Operating lease liability | (340,000) | (322,000) |
Other liabilities | 155,000 | 25,000 |
Net cash used in operating activities | (20,976,000) | (23,488,000) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (297,000) | (154,000) |
Proceeds from the sale of fixed assets | 250,000 | 0 |
Purchase of NTN, net of cash acquired | 0 | 147,000 |
Purchase of Novellus, net of common stock issued and cash acquired | 0 | (22,854,000) |
Proceeds from the sale of NTN assets, net of cash disposed | 0 | 119,000 |
Net cash used in investing activities | (47,000) | (22,742,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and warrants in connection with private offerings | 19,706,000 | 0 |
Expenses paid in connection with private offering | (110,000) | 0 |
Issuance of common stock from exercise of pre-funded warrants | 7,000 | 0 |
Payroll tax remitted on net share settlement of equity awards | (5,000) | 0 |
Principal payments on finance leases | (2,000) | 0 |
Dividends paid to Series A preferred shareholders | (16,000) | (8,000) |
Cash paid for fractional shares in connection with reverse stock split | (1,000) | 0 |
Net proceeds of common stock issued to Lincoln Park | 0 | 52,025,000 |
Proceeds from sale of members' equity | 0 | 10,500,000 |
Proceeds from the exercise of stock options | 0 | 10,000 |
Repayment of NTN's PPP loan | 0 | (532,000) |
Principal payments on notes payable | 0 | (410,000) |
Net cash provided by financing activities | 19,579,000 | 61,585,000 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (1,444,000) | 15,355,000 |
Cash, cash equivalents and restricted cash at beginning of period | 16,985,000 | 1,630,000 |
Cash, cash equivalents and restricted cash at end of period | 15,541,000 | 16,985,000 |
Cash paid during the period for: | ||
Interest | 30,000 | 225,000 |
Income taxes | 15,000 | 1,000 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of Warrant Liability to Equity | 867,000 | 0 |
Initial measurement of ROU assets and operating lease liabilities | 1,706,000 | 866,000 |
Unpaid fees incurred in connection with private offering | 208,000 | 0 |
Initial measurement of finance lease liability | 10,000 | 0 |
Issuance of common stock for Series A preferred stock dividend | 0 | 8,000 |
Issuance of common stock for business combination | 0 | 8,178,000 |
Issuance of common Stock for Novellus acquisition | 0 | 58,684,000 |
Preferred shares issued in connection with reverse merger | 0 | 1,000 |
Reconciliation of cash, cash equivalents and restricted cash at end of period: | ||
Cash and cash equivalents | 11,446,000 | 16,985,000 |
Restricted Cash | 4,095,000 | 0 |
Total Cash, cash equivalents and restricted cash at end of period | $ 15,541,000 | $ 16,985,000 |
Organization and Description of
Organization and Description of Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Description of Business Operations [Abstract] | |
Organization and Description of Business Operations | 1) Organization and Description of Business Operations On October 11, 2022, Eterna Therapeutics Inc., a Delaware corporation, (“Eterna” or the “Company”), changed its name from Brooklyn ImmunoTherapeutics, Inc. to Eterna Therapeutics Inc. upon its filing with the Secretary of State of the State of Delaware a Certificate of Amendment to its Restated Certificate of Incorporation, as amended (the “Charter”). Eterna, together with its subsidiaries including Eterna Therapeutics LLC (formerly Brooklyn Immunotherapeutics LLC) (“Eterna LLC”), Novellus, Inc. (“Novellus”) and Novellus Therapeutics Limited (“Novellus Limited”), is a preclinical-stage biopharmaceutical company committed to realizing the potential of mRNA cell engineering to provide patients with transformational new medicines. Eterna has in -licensed a portfolio of over 100 patents covering key mRNA cell engineering technologies, including technologies for mRNA cell reprogramming, mRNA gene editing, the NoveSlice TM TM TM On August 12, 2020, Eterna (then known as “NTN Buzztime, Inc.”), Eterna LLC (then known as “Brooklyn Immunotherapeutics LLC”) and BIT Merger Sub, Inc., a wholly owned subsidiary of Eterna (the “Merger Sub”), entered into an agreement and plan of merger and reorganization (the “Merger Agreement”) pursuant to which, among other matters, Merger Sub merged with and into Eterna LLC, with Eterna LLC surviving the merger as a wholly owned subsidiary of Eterna (the “Merger”). The Merger closed on March 25, 2021. The Merger was accounted for as a reverse acquisition, in which Eterna LLC was deemed the acquiring company for accounting purposes. On March 26, 2021, Eterna sold its rights, title and interest in and to the assets relating to the pre-Merger business operated under the name “NTN Buzztime, Inc.” (the “Disposition”) to eGames.com Holdings LLC (“eGames.com”) in accordance with the terms of an asset purchase agreement dated September 18, 2020, as amended, between Eterna and eGames.com (the “Asset Purchase Agreement”). On July 16, 2021, Eterna and its newly formed, wholly owned subsidiary Brooklyn Acquisition Sub, Inc. entered into an agreement and plan of acquisition (the “Novellus Acquisition Agreement”) with Novellus LLC, Novellus (the sole equity holder of Novellus Limited and, prior to the closing under the Novellus Acquisition Agreement, a subsidiary of Novellus LLC), and (c) a seller representative, pursuant to which Eterna acquired Novellus and its subsidiary, Novellus Limited (the “Novellus Acquisition”). As part of the Novellus Acquisition, Eterna also acquired 25.0% of the total outstanding equity interests of NoveCite, Inc. (“NoveCite”), a corporation focused on developing an allogeneic mesenchymal stem cell product for patients with acute respiratory distress syndrome, including from COVID-19. |
Liquidity and Capital Resources
Liquidity and Capital Resources | 12 Months Ended |
Dec. 31, 2022 | |
LIQUIDITY AND CAPITAL RESOURCES [Abstract] | |
Liquidity and Capital Resources | 2) Liquidity and Capital Resources The Company has incurred significant operating losses and has an accumulated deficit as a result of its efforts to develop product candidates, including conducting clinical trials and providing general and administrative support for operations. As of December 31, 2022, the Company had an unrestricted cash balance of approximately $11.4 million and an accumulated deficit of approximately $165.3 million. For the year ended December 31, 2022, the Company incurred a net loss of $24.6 million, and the Company used cash in operating activities of $21.0 million. On March 6, 2022, the Company entered into a securities purchase agreement (the “Q1-22 Purchase Agreement”) with an investor (the “Q1-22 PIPE Investor”), providing for the private placement (the “Q1-22 PIPE Transaction”) to the Q1-22 PIPE Investor of approximately 343,000 units, each unit consisting of (i) one share of our common stock, par value $0.005 per share (or, in lieu thereof, one pre-funded warrant (each, a “ ”) On October 18, 2022, the Company entered into a facility sublease agreement (the “Sublease”) for approximately 45,500 square feet of office and laboratory space in Somerville, Massachusetts. Pursuant to the Sublease, the Company delivered to the sublessor a security deposit in the form of a letter of credit in the amount of $4.1 million, which will be reduced on an incremental basis throughout the term of the lease. The letter of credit was issued by the Company’s commercial bank, which required that the Company cash collateralize the letter of credit by depositing $4.1 million in a restricted cash account with such bank. The amount of required restricted cash collateral will decline in parallel with the reduction in the amount of the letter of credit over the term of the Sublease; and the amount of restricted cash reduces by an equal amount the Company’s available working capital. On November 23, 2022, the Company entered into a securities purchase agreement (the “Q4-22 Purchase Agreement”) with certain investors (the “Q4-22 PIPE Investors”), providing for the private placement (the “Q4-22 PIPE Transaction”) to the Q4-22 PIPE Investors of approximately of 2,185,000 units, each unit consisting of (i) one share of common stock and (ii) two warrants, each exercisable to purchase one share of common stock at an exercise price of $3.28 per share (the “Q4-22 Warrants”), at a purchase price of $3.53 per unit (inclusive of $0.125 per Q4-22 Warrant). The Company received aggregate gross proceeds of approximately $7.7 million, five-and-one-half In connection with preparing the accompanying consolidated financial statements as of and for the year ended December 31, 2022, the Company’s management concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern because it does not expect to have sufficient cash or working capital resources to fund operations for the twelve-month period subsequent to the issuance date of these financial statements. The Company will need to raise additional capital, which could be through public or private equity offerings, debt financings, strategic partnerships or other means. The Company currently has no arrangements for such capital, and no assurances can be given that it will be able to raise such capital when needed, on acceptable terms, or at all. The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. |
Basis of Accounting Presentatio
Basis of Accounting Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Accounting Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Accounting Presentation and Summary of Significant Accounting Policies | 3) Basis of Accounting Presentation and Summary of Significant Accounting Policies Basis of Accounting Presentation The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). All significant intercompany balances and transactions have been eliminated in consolidation. As described above, the Merger closed on March 25, 2021. The Merger was accounted for as a reverse acquisition, in which Eterna LLC was deemed the acquiring company for accounting purposes. Eterna LLC’s historical financial statements replaced Eterna’s historical financial statements with respect to periods prior to the completion of the Merger (when Eterna operated under the name “NTN Buzztime, Inc.”). The Company retrospectively adjusted the weighted average shares used in determining loss per common share to reflect the conversion of the outstanding Class A units, Class B units, Class C units, and common units of Eterna LLC that converted into shares of Eterna’s common stock upon consummation of the Merger and to reflect the effect of a 2-to-1 Also as described above, the Novellus Acquisition closed on July 16, 2021. The Novellus Acquisition was accounted for as an asset acquisition, and substantially all of the value was attributed to in-process research and development (“IPR&D”), with the exception of the cash paid for the investment in NoveCite, which has been accounted for as an investment in equity securities. The IPR&D had no alternative future uses and no separate economic value from its originally intended purpose and was therefore expensed at the acquisition date. October 2022 Reverse Stock Split As approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders held on September 21, 2022, the Company effected a reverse stock split of its common stock at a ratio of 1-for-20 Upon the effectiveness of the October 2022 Reverse Stock Split, every twenty shares of the issued and outstanding common stock were automatically combined and reclassified into one issued and outstanding share of common stock. The October 2022 Reverse Stock Split did not affect any stockholder’s ownership percentage of the common stock, alter the par value of the common stock or modify any voting rights or other terms of the common stock. The number of authorized shares of common stock under the Charter remains unchanged. No fractional shares were issued in connection with the October Reverse Stock Split. In lieu of any fractional shares to which a stockholder would otherwise be entitled, the Company paid an amount of cash equal to the product of (i) the fractional share to which the holder would otherwise be entitled and (ii) the then fair value of a share as determined in good faith by the Board. The Company paid an aggregate of $719 for a total of 175 fractional shares. All share and per share data in this Annual Report on Form 10-K have been adjusted for all periods presented to reflect the October 2022 Reverse Stock Split. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect: (a) the reported amounts of assets and liabilities; (b) disclosure of contingent assets and liabilities at the date of the consolidated financial statements; (c) the reported amounts of expenses during the reporting period; and (d) the reported amount of the fair value of assets acquired in connection with business combinations. On an ongoing basis, the Company evaluates its estimates, including those related to the recoverability and useful lives of long-lived assets; stock-based compensation assumptions; valuation assumptions of warrants; contingencies; and the provision for income taxes, including the valuation allowance. The Company bases its estimates on a combination of historical experience and various other assumptions that it believes are reasonable under the circumstances. Actual results may differ materially from these estimates. Cash, Cash Equivalents and Restricted Cash The Company classifies highly liquid investments with a remaining contractual maturity at date of purchase of three months or less as cash equivalents. The Company had no cash equivalents as of December 31, 2022 or 2021. Restricted cash consists of a cash collateralization of $4.1 million for a security deposit in the form of a letter of credit issued by the Company’s commercial bank and delivered to the sublessor of the Sublease. The amount of required restricted cash collateral will decline in parallel with the reduction in the amount of the letter of credit over the term of the Sublease. Property and Equipment Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. Laboratory and manufacturing equipment are depreciated over an estimated useful life of seven years. Leasehold improvements are depreciated over the shorter of their estimated useful life, or the lease term. Computer equipment are depreciated over an estimated useful life of three years. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation of these assets are removed from the accounts and the resulting gain or losses are reflected in the results of operations. Expenditures for maintenance and repairs are charged to operations. Renewals and betterments are capitalized. Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in the acquisition of IRX Therapeutics, Inc. (“IRX”) in November 2018 (the “IRX Acquisition”), which was accounted for as a business combination. Goodwill is not amortized but is tested for impairment annually or if events occur or circumstances change that would reduce the fair value of a reporting unit below its carrying value. Because management evaluates the Company as a single reporting unit, goodwill is tested for impairment at the entity level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the entity is less than its carrying value. Such qualitative factors include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant events. If the entity does not pass the qualitative assessment, then the entity’s carrying value is compared to its fair value. Goodwill is considered impaired if the carrying value of the entity exceeds its fair value. IPR&D IPR&D assets represent the fair value assigned to technologies that were acquired in connection with the IRX Acquisition, which have not reached technological feasibility and have no alternative future use. IPR&D assets are considered to be indefinite lived until the completion or abandonment of the associated research and development projects. During the period that the IPR&D assets are considered indefinite-lived, they are tested for impairment on an annual basis or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval, and the Company is able to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives beginning at that point in time. If development is terminated or abandoned, the Company may have a full or partial impairment charge related to the IPR&D assets, calculated as the excess of carrying value of the IPR&D assets over fair value. Research and Development The Company expenses its research and development costs as incurred. Research and development expenses consist of costs incurred for company-sponsored research and development activities, as well as support for selected investigator-sponsored research. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred if the technology is not expected to have any alternative future uses other than the specific research and development project for which it was intended. IPR&D that is acquired through an asset acquisition (as opposed to a business combination) and has no alternative future uses and, therefore, no separate economic values, is expensed to research and development costs at the time the costs are incurred. The major components of research and development costs include preclinical study costs, clinical manufacturing costs, clinical study and trial expenses, insurance coverage for clinical trials, expensed licensed technology, expensed IPR&D, consulting, scientific advisors and other third-party costs, salaries and employee benefits, stock-based compensation expense, supplies and materials and allocations of various overhead costs related to our product development efforts. The Company has contracted with third parties to perform various clinical study and trial activities in the development and testing of potential products. The financial terms of these agreements vary from contract to contract and may result in uneven payment flows. The Company accrues for third party expenses based on estimates of the services received and efforts expended during the reporting period. If the actual timing of the performance of the services or the level of effort varies from the estimate, the accrual is adjusted accordingly. The expenses for some third-party services may be recognized on a straight-line basis if the expected costs are expected to be incurred ratably during the period. Payments under the contracts depend on factors such as the achievement of certain events or milestones, the successful enrollment of patients, the allocation of responsibilities among the parties to the agreement, and the completion of portions of the clinical study or trial or similar conditions. Preclinical and clinical study and trial associated activities such as production and testing of clinical material require significant up-front expenditures. Income Taxes The Company records deferred tax liabilities and assets based on the differences between the consolidated financial statements carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse and establishing a valuation allowance when it was more likely than not that some portion or all of the deferred tax assets would not be realized. Income tax expense consists of the tax payable for the period and the change during the period in deferred tax assets and liabilities. Tax benefits from uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company has no material uncertain tax positions for any of the reporting periods presented. Loss Per Share Basic and diluted loss per common share have been computed by dividing the losses attributable to common stockholders by the weighted average number of common shares outstanding. The Company’s basic and fully diluted loss per share calculations are the same because the increased number of shares that would be included in the diluted calculation from assumed exercise of common stock equivalents would be anti-dilutive to the net loss in each of the years shown in the consolidated financial statements. Segment Reporting The Company’s chief operating decision maker, who is the chief executive officer, reviews operating results on a consolidated basis to make decisions about allocating resources and assessing performance of the Company. As a result, in accordance with ASC No. 280, Segment Reporting, Concentration of Credit Risk The Company maintains its cash balances in financial institutions located in the United States. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company’s cash balances are uninsured for deposit accounts that exceed the FDIC insurance limit. In the Company’s business, vendor concentrations could be indicative of vulnerabilities in the Company’s supply chain, which could ultimately impact the Company’s ability to continue its research and development activities. For the years ended December 31, 2022 and 2021, there was no vendor concentration related to the Company’s research and development activities. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between willing market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: • Level 1 Inputs – Valued based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 Inputs – Valued based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. • Level 3 Inputs – Valued based on inputs for which there is little or no market value, which require the reporting entity to develop its own assumptions. The carrying amounts reported on the balance sheet for cash and cash equivalents, accounts receivable, prepaid assets and other current assets, accounts payable and accrued expenses, other current liabilities and other liabilities approximate fair value based due to their short maturities. Leases The Company accounts for its leases under ASC Topic 842, Leases. The Company has elected the practical expedient to not separate non-lease components from the lease components to which they relate and instead account for each as a single lease component for all underlying asset classes. Some leasing arrangements require variable payments that are dependent on usage or may vary for other reasons, such as payments for insurance, tax payments and other miscellaneous costs. The variable portion of payments contemplated in the lease that do not depend on an index or rate are not included in the ROU assets or lease liabilities. Rather, variable payments that do not depend on an index or rate are expensed when the obligation for those payments is incurred and are included in lease expenses. Accordingly, all expenses associated with a lease contract are accounted for as lease expenses. The Company has also elected not to recognize ROU and lease liabilities for short-term leases that have a term of 12 months or less. Commitment and Contingencies The Company follows ASC No.450-20, Loss Contingencies, Stock-Based Compensation The Company recognizes stock-based compensation expense for equity awards granted to employees, directors and certain consultants. The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The fair value of stock options granted is recognized as expense over the requisite service period on a straight-lined basis. Warrants The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging. Recent Accounting Standards Newly Adopted Accounting Standards: In July 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-05, Leases (Topic 842) – Lessors - Certain Leases with Variable Lease Payments, In May 2021, the FASB issued ASU 2021-04 , Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In November 2021, the FASB issued ASU 2021-10, Disclosures by Business Entities about Government Assistance, Accounting Standards to be Adopted: In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions |
Merger, Disposition and Acquisi
Merger, Disposition and Acquisition Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Merger, Disposition and Acquisition Transactions [Abstract] | |
Merger, Disposition and Acquisition Transactions | 4) Merger, Disposition and Acquisition Transactions Merger On August 12, 2020, Eterna, Eterna LLC and the Merger Sub entered into the Merger Agreement and consummated the Merger on March 25, 2021. The Merger was accounted for as a reverse acquisition, in which Eterna LLC was deemed the acquiring company for accounting purposes. Eterna LLC, as the accounting acquirer, recorded the assets acquired and liabilities assumed of Eterna in the Merger at their fair values as of the acquisition date. Eterna LLC was determined to be the accounting acquirer based upon the terms of the Merger and other factors including that (i) Eterna LLC members received common stock in the Merger that represented 96.35% of Eterna’s outstanding common stock on a fully diluted basis, (ii) all of the directors of Eterna immediately after the Merger were designated by Eterna LLC under the terms of the Merger Agreement and (iii) existing members of Eterna LLC’s management became the management of Eterna immediately after the Merger. At the closing of the Merger, all the outstanding membership interests of Eterna LLC converted into the right to receive an aggregate of approximately 1,999,000 shares of common stock, of which 53,000 shares were issued as compensation to Eterna LLC’s financial advisor for its services to Eterna LLC in connection with the Merger. The purchase price of $8.2 million, which represents the consideration transferred in the Merger to stockholders of Eterna immediately before the Merger, was calculated based on the closing price of $108 per share of common stock for approximately 76,000 shares that those stockholders owned on March 25, 2021 immediately prior to the Merger because that represented a more reliable measure of the fair value of consideration transferred in the Merger. Under the acquisition method of accounting, the total purchase price has been allocated to the acquired tangible and intangible assets and assumed liabilities of Eterna based on their estimated fair values as of March 25, 2021, the Merger closing date. Because the consideration paid by Eterna LLC in the Merger is more than the estimated fair values of Eterna’s net assets deemed to be acquired, goodwill is equal to the difference of approximately $8.6 million, which has been calculated using the fair values of the net assets of Eterna as of March 25, 2021. The allocation of the purchase price to the tangible and intangible assets acquired and liabilities deemed to be assumed from Eterna, based on their estimated fair values as of March 25, 2021, is as follows (in thousands): Historical Balance Sheet of Eterna at March 25, 2021 Fair Value Adjustment to Eterna Pre-Merger Assets Purchase Price Allocation Cash and cash equivalents $ 148 $ - $ 148 Accounts receivable 103 - 103 Prepaid expense and other current assets 329 - 329 Property and equipment, net 1,015 - 1,015 Software development costs 1,296 (368 ) 928 Customers - 548 548 Trade name - 299 299 Accounts payable, accrued liabilities and other current liabilities (3,781 ) - (3,781 ) Net assets acquired, excluding goodwill $ (890 ) $ 479 $ (411 ) Total consideration $ 8,178 Net assets acquired, excluding goodwill (411 ) Goodwill $ 8,589 Eterna LLC was obligated under the Merger Agreement to have $10.0 million in cash and cash equivalents on its balance sheet at the effective time of the Merger. To ensure Eterna LLC had the required funds, certain beneficial holders of Eterna LLC’s Class A membership interests entered into contractual commitments to invest $10.0 million into Eterna LLC immediately prior to the closing of the Merger. During March 2021, Eterna offered its Class A unit holders an additional 5% rights offering for an additional $0.5 million to be raised by a rights offering. Eterna received funds from the rights offering between February 17, 2021 and April 5, 2021. Disposition On March 26, 2021, Eterna sold its rights, title and interest in and to the assets relating to the business it operated (under the name NTN Buzztime, Inc.) prior to the Merger to eGames.com in exchange for a purchase price of $2.0 million and assumption of specified liabilities relating to that business. The sale was completed in accordance with the terms of the Asset Purchase Agreement. Details of the Disposition are as follows (in thousands) Proceeds from sale: Cash $ 132 Escrow 50 Assume advance/loans 1,700 Interest on advance/loans 68 Carrying value of assets sold: Cash and cash equivalents (14 ) Accounts receivable (75 ) Prepaids and other current assets (124 ) Property and equipment, net (1,014 ) Software development costs (927 ) Customers (548 ) Trade name (299 ) Goodwill (8,589 ) Other assets (103 ) Liabilities transferred upon sale: Accounts payable and accrued expenses 113 Obligations under finance leases 17 Lease liability 26 Deferred revenue 55 Other current liabilities 149 Transaction costs (265 ) Total loss on sale of assets $ (9,648 ) Acquisition On July 16, 2021, Eterna and Brooklyn Acquisition Sub, Inc. entered into the Novellus Acquisition Agreement. The Novellus Acquisition closed contemporaneously with the execution and delivery of the Novellus Acquisition Agreement. At the closing: • • Eterna acquired 25.0% of the total outstanding equity interests of NoveCite. As consideration for the Novellus Acquisition, Eterna paid $22.9 million in cash and delivered approximately 351,000 shares of common stock, which under the terms of the Novellus Acquisition Agreement, were valued at a total of $102.0 million based on an agreed upon price of $290.51 per share. At the date of issuance, the fair value of the shares was approximately $58.7 million. The Novellus Acquisition Agreement contained customary representations, warranties and certain indemnification provisions. Approximately 37,000 of the shares issued as consideration were placed in escrow to secure indemnification obligations to Eterna under the Novellus Acquisition Agreement, and all such shares were released to the sellers in July 2022. The Novellus Acquisition Agreement also contains certain non-competition and non-solicitation provisions pursuant to which Novellus LLC agreed not to engage in certain competitive activities for a period of five years following the closing, including customary restrictions relating to employees. No employees of Novellus Limited or Novellus prior to the Novellus Acquisition continued their employment, or were otherwise engaged by Eterna, immediately following the Novellus Acquisition. In connection with the Novellus Acquisition, the co-founders of Novellus entered into lock-up agreements with respect to approximately 169,000 of the shares of common stock received in the Novellus Acquisition, and Eterna’s Chairman of the Board and its former Chief Executive Officer and President entered into identical lock-up agreements with respect to their current holdings of Eterna stock. Each lock-up agreement extends for a period of three years, provided that up to 75% of the shares of common stock subject to the lock-up agreement may be released from the lock-up restrictions earlier if the price of common stock on the Nasdaq exceeds specified thresholds. The lock-up agreements include customary exceptions for transfers during the applicable lock-up period. The Company executed the Novellus Acquisition to advance its evolution into a platform company with a pipeline of next generation mRNA cellular and gene editing programs. Although Eterna acquired all of the outstanding equity interests of Novellus, the Company accounted for the Novellus Acquisition as an asset acquisition (as the assets acquired did not constitute a business as defined in ASC Topic 805, Business Combinations Eterna paid $22.9 million in cash, net of cash acquired, as part of the consideration for the Novellus Acquisition, of which $1.0 million was paid in cash for the investment in NoveCite. Eterna also issued approximately 351,000 shares of the Company’s common stock, of which approximately 182,000 shares are unrestricted and 169,000 shares are subject to the three-year lockup. The unrestricted shares were valued at $201 per share, which was the closing price of Eterna’s common stock on July 16, 2021. The fair value of the restricted shares was discounted by approximately 35% to $130.60 per restricted share, which was derived from the average discount rate between the Black Scholes and Finnerty valuation models. The resulting fair value of the asset acquired is as follows (in thousands): Fair Value of Consideration Cash paid $ 22,882 Cash acquired (28 ) Unrestricted shares 36,628 Restricted shares 22,056 Total fair value of consideration paid 81,538 Less amount of cash paid for NoveCite investment (1,000 ) Fair value of IPR&D acquired $ 80,538 IPR&D that is acquired through an asset purchase that has no alternative future uses and no separate economic values from its original intended purpose is expensed in the period the cost is incurred. Accordingly, the Company expensed the fair value of the IPR&D during the third quarter of 2021 in the amount of $80.5 million. Investment in NoveCite As a result of the Novellus Acquisition, Eterna acquired and currently owns 25% of NoveCite, and Citius Pharmaceuticals, Inc. (“Citius”) owns the remaining 75%. A member of the Company’s management is entitled to hold one of three board seats on NoveCite’s board of directors. Citius’ s officers and directors hold the other two board seats. The Company is accounting for its interest in NoveCite under ASC Topic 323, Investments – Equity Method and Joint Ventures. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | 5) Fair Value of Financial Instruments There were no liabilities measured at fair value as of December 31, 2021. The following tables summarize the liabilities that are measured at fair value as of December 31, 2022 (in thousands): As of December 31, 2022 Description Level 1 Level 2 Level 3 Liabilities: Warrant liabilities - Q1-22 Common Warrants $ - $ - $ 331 Total $ - $ - $ 331 On March 9, 2022, upon closing the Q1-22 PIPE Transaction, the Company issued to the Q1-22 PIPE Investor the Q1-22 Pre-Funded Warrants, exercisable for approximately 68,000 shares of common stock, and the Q1-22 Common Warrants, exercisable for approximately 343,000 shares of common stock. On July 12, 2022, the Q1-22 PIPE Investor exercised all of the Q1-22 Pre-Funded Warrants at an exercise price of $0.10 per share for an aggregate exercise price of approximately $7,000 in cash, and the Company issued 68,000 shares of common stock to the Q1-22 PIPE Investor upon receipt of the cash proceeds. Following the exercise, no Q1-22 Pre-Funded Warrants remained outstanding. See Note 15 for more information related to the Q1-22 PIPE Transaction. The Q1-22 Common Warrants and Q1-22 Pre-Funded Warrants were accounted for as liabilities under ASC 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”), as these warrants provide for a cashless settlement provision that does not meet the requirements of the indexation guidance under ASC 815-40. These warrant liabilities were measured at fair value at inception and are then subsequently measured on a recurring basis, with changes in fair value presented within the Company’s statements of operations. The Company uses a Black-Scholes option pricing model to estimate the fair value of the Q1-22 Common Warrants, which is considered a Level 3 fair value measurement. Certain inputs used in this Black-Scholes pricing model may fluctuate in future periods based upon factors that are outside of the Company’s control. A significant change in one or more of these inputs used in the calculation of the fair value may cause a significant change to the fair value of the Company’s warrant liabilities, which could also result in material non-cash gains or losses being reported in the Company’s consolidated statement of operations. The estimated fair value of the Q1-22 Pre-Funded Warrants was deemed a Level 2 measurement as all significant inputs to the valuation model used to estimate the fair value of the Q1-22 Pre-Funded Warrants were directly observable from the Company’s publicly-traded common stock. Upon exercise of the Q1-22 Pre-Funded Warrants on July 12, 2022, the Company reclassified the approximately $0.9 million fair value of the Pre-Funded Warrants to equity. The fair values of the Q1-22 Common Warrants and the Q1-22 Pre-Funded Warrants at the issuance date totaled $12.6 million in the aggregate, which was $0.6 million more than the $12.0 million proceeds received in the Q1-22 PIPE Transaction. The excess $0.6 million represents an inducement to the purchaser to enter into the Q1-22 PIPE Transaction and was recorded in warrant liabilities expense in the accompanying consolidated statement of operations. The Company remeasured the fair value of the Q1-22 Common Warrants as of December 31, 2022. The following table presents the changes in the warrant liabilities from the issuance date (in thousands): Q1-22 Pre-Funded Warrants (Level 2) Q1-22 Common Warrants (Level 3) Total Warrant Liabilities Fair value at January 1, 2022 $ - $ - $ - Fair value at March 9, 2022 (issuance date) 2,646 9,943 12,589 Change in fair value of warrant liabilities (1,779 ) (9,612 ) (11,391 ) Exercise of Q1-22 Pre-Funded Warrants (867 ) - (867 ) Fair value at December 31, 2022 $ - $ 331 $ 331 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment [Abstract] | |
Property and Equipment | 6) Property and Equipment Property and equipment consist of the following (in thousands): As of December 31, 2022 2021 Laboratory and manufacturing equipment $ 28 $ 258 Leasehold improvements - 464 Computer equipment and programs 240 155 268 877 Less accumulated depreciation and amortization (32 ) (207 ) Property and equipment, net $ 236 $ 670 During the year ended December 31, 2022, the Company consolidated its research and development activities in Cambridge, Massachusetts and entered into lease termination agreements for its Brooklyn, New York and San Diego, California facilities. (See Note 7 for more information on lease terminations.) As a result, the Company disposed of certain assets it would no longer use and recognized a loss on disposal of fixed assets of approximately $0.3 million, which was composed of $0.6 million in remaining net book value of such assets, offset by proceeds received from selling certain fixed assets for approximately $0.3 million. Depreciation expense totaled $161,000 and $117,000 for the years ended December 31, 2022 and 2021, respectively. No depreciation expense is recorded on fixed assets in process until such time as the assets are completed and are placed into service. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 7) Leases T he . The Company also leased a facility in Brooklyn, New York (the “Brooklyn Lease”). On March 5, 2022, the Company entered into an agreement to assign the Brooklyn Lease to Regen Lab USA LLC (“Regen”). Regen agreed to purchase certain equipment from the Company for $50,000, which partially reimbursed the Company for certain existing unamortized leasehold improvements, and to reimburse the Company for the existing security deposit the Company had under the Brooklyn Lease of approximately $63,000. On March 25, 2022, the Company entered into an Assignment and Assumption of Lease Agreement (the “Assignment Agreement”) with Regen. The effective date of the assignment was March 28, 2022. Under the Assignment Agreement, Regen assumed all of the obligations, liabilities, covenants and conditions of the Company as tenant under the Brooklyn Lease. As a result of the lease assignment, the Company wrote off the remaining ROU asset balance of approximately $1.4 million and the corresponding lease liability of approximately $1.5 million. On March 31, 2022, the Company entered into a facility lease in San Diego, California (the “San Diego Lease”) with Torrey Pines Science Center Limited Partnership for approximately 5,200 square feet of laboratory and office space. The term of the San Diego Lease was 62 months and the lease commencement date was April 19, 2022. The Company recorded a $1.7 million ROU asset and $1.7 million lease liabilities for the San Diego Lease. During 2022, the Company decided to consolidate its research and development efforts in Cambridge, Massachusetts, and the Company determined to sublease the San Diego and office space. As a result, the Company recognized an impairment charge of approximately $0.8 million on the San Diego Lease ROU asset during 2022, which is recorded in general and administrative expense on the consolidated statements of operations. On November 30, 2022, the Company and the lessor of the San Diego Lease entered into a lease termination agreement, as amended on December 29, 2022 (the “Lease Termination Agreement”), pursuant to which the lessor agreed to terminate the San Diego lease effective January 31, 2023 provided that (i) the Company pay a $0.1 million lease termination fee and (ii) the lessor was able to enter into a new lease for the space with a new tenant by January 15, 2023. On January 9, 2023, the lessor provided notice to the Company that it had entered into a new lease with a new tenant, and the Company paid the $0.1 million termination fee. As a result, the San Diego Lease terminated on January 31, 2023. The Lease Termination Agreement was accounted for as a modification to the San Diego Lease rather than as a lease termination because the Company did not contemporaneously terminate the San Diego Lease upon the November 30, 2022 modification date and had a continued right-of-use of the facility through January 31, 2023. As a result, the Company remeasured the remaining lease payments, including the $0.1 million termination fee, and reduced the lease liability the Company had on its balance sheet at the time of the modification by approximately $1.4 million to the present value of the remeasured lease liability of approximately $0.2 million. For a lease modification that is not accounted for as a separate contract, a lessee recognizes the amount of the remeasured lease liability as an adjustment to the corresponding ROU asset without affecting profit or loss. However, because the ROU asset balance as of the modification date was only $0.8 million due to the impairment charge of $0.8 million the Company recognized during the second quarter of 2022 (as discussed above), the Company reduced the ROU asset to zero, and the remaining $0.6 million of the $1.4 million adjustment was recognized as a credit to general and administrative expense on the consolidated statement of operations for the year ended December 31, 2022. On October 18, 2022, the Company entered into the Sublease with E.R. Squibb & Sons, L.L.C., a Delaware limited liability company and subsidiary of Bristol-Myers Squibb Company (“Sublessor”), for office, laboratory and research and development space (the “Premises”). The Premises consist of approximately 45,500 square feet on the ninth floor of the building currently under construction located at 250 Water Street, Somerville, Massachusetts 02141. Payments of the Sublease rent commence on the date that is the earlier of (i) the date that the Company commences business operations from the Premises and (ii) the one-year anniversary of the date that Sublessor obtained the primary landlord’s consent for the Sublease, which was November 29, 2022 (such applicable date, the “Rent Commencement Date”). The Sublease has a term of 10 years from the Rent Commencement Date (the “Term”), subject to a five-year extension in accordance with the terms of the Sublease. Pursuant to the Sublease, the Company paid the Sublessor a security deposit in the form of a letter of credit in the amount of approximately $4.1 million. Provided there are no events of default by the Company under the Sublease, the letter of credit will be reduced on an incremental basis throughout the Term. Pursuant to the Sublease, the Company has agreed to pay base rent of approximately $0.5 million per month during the first year of the Term, increasing on an incremental basis each subsequent year of the Term for a total of approximately $63.0 million in base rental payments, as well as parking and traditional lease expenses, including certain taxes, operating expenses and utilities. Pursuant to the Sublease, the Sublessor will provide the Company with a tenant improvement allowance of $190 per rentable square foot, or $8.6 million. Tenant improvements to the Premises in excess of this amount, if any, will be at the Company’s own cost. As of December 31, 2022, the Premises had not been made available for the Company to begin the construction of the tenant improvements. It is expected that the Premises will be made available to begin the construction in March or April 2023, and it is anticipated that the construction will be complete and ready for operational use in November or December 2023. As a result, the commencement date of the Sublease did not occur as of December 31, 2022, and accordingly, the Company did not recognize a lease liability and corresponding ROU asset for the Sublease as of December 31, 2022. As of December 31, 2022, the Company had incurred approximately $0.6 million in costs in connection with the Sublease, which consisted of approximately $0.5 million for the architect to design the tenant improvements to the Premises and for a project manager to manage the construction of the tenant improvements as well as approximately $0.1 million in bank fees related to the issuance of the letter of credit discussed above. These costs are recorded in other assets in the accompanying consolidated balance sheet as of December 31, 2022. For the years ended December 31, 2022 and 2021, the net operating lease expenses were as follows (in thousands): Years ended December 31, 2022 2021 Operating lease expense $ 595 $ 688 Sublease income (84 ) (84 ) Variable lease expense 150 19 Total lease expense $ 661 $ 623 The tables below show the beginning balances of the operating ROU assets and lease liabilities as of January 1, 2022 and the ending balances as of December 31, 2022, including the changes during the period (in thousands). Operating Lease ROU Assets Operating lease ROU assets at January 1, 2022 $ 2,567 Initial measurement of ROU asset 1,706 Amortization of operating lease ROU assets (336 ) Impairment of ROU asset (772 ) Remeasurment of ROU asset (813 ) Reclassification from fixed assets to ROU assets 50 Write off of ROU asset due to lease termination (1,372 ) Operating lease ROU assets at December 31, 2022 $ 1,030 Operating Lease Liabilities Operating lease liabilities at January 1, 2022 $ 2,723 Initial measurement of operating lease liabilities 1,706 Principal payments on operating lease liabilties (340 ) Remeasurment of lease liability (1,454 ) Write off of lease liability due to lease termination (1,453 ) Operating lease liabilities at December 31, 2022 1,182 Less non-current portion 887 Current portion at December 31, 2022 $ 295 As of December 31, 2022, the Company’s operating leases had a weighted-average remaining life of 4.5 years with a weighted-average discount rate of 9.98%. The maturities of the operating lease liabilities are as follows (in thousands): As of December 31, 2022 2023 $ 403 2024 272 2025 274 2026 267 2027 163 Thereafter 82 Total payments 1,461 Less imputed interest (279 ) Total operating lease liabilities $ 1,182 The maturities of the operating lease liabilities show in the table above does not include future payments due under the Sublease that the Company entered into in October 2022, as the commencement date of the Sublease had not begun as of December 31, 2022, and therefore, the Company did not record a corresponding lease liability and ROU asset. Sublease Agreement In April 2019, the Company entered into a sublease agreement with Nezu Asia Capital Management, LLC (the “Tenant”), whereby the Tenant agreed to sublease approximately 999 square feet of space currently rented by the Company in the borough of Manhattan in New York, New York commencing on May 15, 2019. The term of this sublease expires on October 31, 2026 with no option to extend the sublease term. Rent payments provided by the Tenant under the sublease agreement began on September 1, 2019. The sublease agreement stipulates an annual rent increase of 2.25%. The Tenant is also responsible for paying to the Company all tenant energy costs, annual operating costs, and annual tax costs attributable to the subleased space during the term of the sublease. The Company received sublease payments of approximately $0.1 million for each of the years ended December 31, 2022 and 2021, respectively. In accordance with ASC Topic 842, the Company treats the sublease as a separate lease, as the Company was not relieved of the primary obligation under the original lease. The Company continues to account for the Manhattan lease as a lessee and in the same manner as prior to the commencement date of the sublease. The Company accounts for the sublease as a lessor of the lease. The sublease is classified as an operating lease, as it does not meet the criteria of a sale-type or direct financing lease. The following tables shows the future payments the Company expects to receive from the Tenant over the remaining term of the sublease (in thousands): As of December 31, 2022 2023 $ 84 2024 86 2025 88 2026 75 $ 333 |
In-Process Research & Developme
In-Process Research & Development and Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
In-Process Research & Development and Goodwill [Abstract] | |
In-Process Research & Development and Goodwill | 8) In-Process Research & Development and Goodwill In-Process Research & Development In 2018, the Company acquired IRX, which was accounted for as a business combination. The Company recorded IPR&D in the amount of $6.0 million, which represented the fair value assigned to technologies that were acquired in connection with the IRX acquisition and which have not reached technological feasibility and have no alternative future use. In June 2022, the Company received results from the INSPIRE phase 2 trial of IRX-2, a multi-cytokine biologic immunotherapy, in patients with newly diagnosed stage II, III or IVA squamous cell carcinoma of the oral cavity. The IRX-2 multi-cytokine biologic immunotherapy represents substantially all the fair value assigned to the technologies of IRX that the Company acquired. Despite outcomes that favored IRX-2 in certain predefined subgroups, the INSPIRE trial did not meet the primary endpoint of Event-Free Survival. Significant additional clinical development work would be required to advance IRX-2 in the form of additional Phase 2 and 3 studies to further evaluate the treatment effect of IRX-2 in patient subgroups and in combination with checkpoint inhibitor therapies. The INSPIRE trial was the only Company-sponsored study of IRX-2. Based on the totality of available information, the Company currently does not have plans to further develop the IRX-2 product candidate. As such, the Company determined that the carrying value of the IPR&D asset was impaired and recognized a non-cash impairment charge of approximately $6.0 million on the consolidated statement of operations during 2022, which reduced the value of the asset to zero. Goodwill The Company recorded goodwill in the amount of $2.0 million related to the IRX Acquisition. As of December 31, 2022, the Company performed a qualitative assessment to determine whether it was more likely than not that the fair value of the entity is less than its carrying value of goodwill. Such qualitative factors include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant events. Due to the decline in the Company’s stock price during 2022, the Company determined there were indications of impairment of the goodwill. Accordingly, the Company proceeded to a quantitative assessment of impairment and determined that the fair value of the reporting unit exceeded the carrying amount of goodwill, and therefore, the goodwill was not impaired as of December 31, 2022. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9) Related Party Transactions Agreements Related to Factor Bioscience and Dr. Matthew Angel In September 2022, the Company entered into a Master Services Agreement (the “MSA”) with Factor Bioscience Inc. (“Factor Bioscience”), pursuant to which Factor Bioscience has agreed to provide services to the Company as agreed between the Company and Factor Bioscience and as set forth in one or more work orders under the MSA, including the first work order included in the MSA (“WO1”). Under WO1, Factor Bioscience has agreed to provide the Company with mRNA cell engineering research support services, including access to certain facilities, equipment, materials and training, and the Company has agreed to pay Factor Bioscience an initial fee of $5.0 million, payable in twelve equal monthly installments of approximately $0.4 million. Of the $5.0 million, the Company allocated $3.5 million to the License Fee Obligation (as defined below). Following the initial 12-month period, the Company has agreed to pay Factor Bioscience a monthly fee of $0.4 million until such time as WO1 is terminated. The Company paid a deposit of $0.4 million, which will be applied to the last month of the first work order. The Company may terminate WO1 under the MSA on or after the second anniversary of the date of the MSA, subject to providing Factor Bioscience with 120 days’ prior notice. Factor Bioscience may terminate such work order only on and after the fourth anniversary of the date of the MSA, subject to providing the Company with 120 days’ prior notice. The MSA contains customary confidentiality provisions and representations and warranties of the parties, and the MSA may be terminated by ether party upon 30 days’ prior notice, subject to any superseding termination provisions contained in a particular work order. In connection with entering into the MSA, Factor Bioscience’s subsidiary, Factor Limited, entered into a waiver agreement (the “Waiver Agreement”) with Eterna LLC, pursuant to which Factor Limited agreed to waive payment of $3.5 million otherwise payable to it (the “License Fee Obligation”) in October 2022 by Eterna LLC under the Original Factor License Agreement, as defined in Note 13, License Agreements As a result of entering into the Waiver Agreement and the MSA, the Company recognized $3.5 million in research and development expense, as the license does not have an alternative future use, and a corresponding liability for the License Fee Obligation. As of December 31, 2022, there was approximately $3.0 million of the License Fee Obligation remaining, which is recorded on the accompanying consolidated balance sheet in the “due to related party” line items. In September 2022, Novellus and Eterna entered into a Second Amendment to the Limited Waiver and Assignment Agreement (the “Waiver and Assignment Agreement”) with Drs. Matthew Angel and Christopher Rohde (the “Founders”) whereby the Company has agreed to be responsible for all future, reasonable and substantiated legal fees, costs, settlements and judgments incurred by the Founders, the Company or Novellus for certain claims and actions and any pending or future litigation brought against the Founders, Novellus and/or the Company by or on behalf of the Westman and Sowyrda legal matters described in Note 12 (the “Covered Claims”). The Founders will continue to be solely responsible for any payments made to satisfy a judgement or settlement of any pending or future wage act claims. Under the Waiver and Assignment Agreement, the Founders agreed that they are not entitled to, and waived any right to, indemnification or advancement of past, present or future legal fees, costs, judgments, settlement or other liabilities they may have been entitled to receive from the Company or Novellus in respect of the Covered Claims. The Company and the Founders will share in any recoveries up to the point at which the parties have been fully compensated for legal fees, costs and expenses incurred, with the Company retaining any excess recoveries. The Company has the sole authority to direct and control the prosecution, defense and settlement of the Covered Claims. In September 2022, the Company entered into an assignment and assumption of contracts agreement (the “Assignment and Assumption Agreement”) with Factor Bioscience, pursuant to which the Company assumed certain contracts with third parties that Factor Bioscience had previously entered into in anticipation of entering into a sublease for premises in Somerville, Massachusetts. In October 2022, the Company entered into a sublease for the premises (see Note 7). Under the Assignment and Assumption Agreement, the Company agreed to reimburse Factor Bioscience for costs already incurred or paid by it under the assumed contracts in the amount of approximately $0.1 million, and the Company assumed the future obligations under these contracts, which relate to the design and build-out of the subleased space. In November 2022, following the expiration of one of the delineated milestone deadlines for certain regulatory filings required under the Novellus-Factor License Agreement (as defined in Note 12), which permitted Factor Limited to terminate the license granted to Novellus Limited thereunder, the Company entered into the first amendment to the Original Factor License Agreement (the “Amended Factor License Agreement”), pursuant to which, among other things, Factor Limited granted to Eterna LLC an exclusive, sublicensable license under certain patents owned by Factor Limited (the “Factor Patents”) for the purpose of identifying and pursuing certain opportunities to grant to third parties sublicenses to the Factor Patents. The Amended Factor License Agreement also (i) terminated the Novellus-Factor License Agreement, (ii) confirmed Factor Limited’s grant to Eterna LLC of the rights and licenses Novellus Limited previously granted to Eterna LLC under the Novellus-Factor License Agreement on the same terms and conditions as granted by Novellus Limited to Eterna LLC under such agreement, (iii) confirmed that sublicense granted by Novellus Limited in accordance with the Novellus-Factor License Agreement to NoveCite (as discussed in Note 12), survived termination of the Novellus-Factor License Agreement; and (iv) removed Novellus Limited from the Amended Factor License Agreement and the NoveCite Agreement (as defined in Note 12) and replaced Novellus Limited with Factor Limited as the direct licensor to Eterna LLC and NoveCite under such agreements, respectively. The agreements discussed above have been deemed related party transactions, as the Company’s Chief Executive Officer, Dr. Matthew Angel, is also the Chairman and Chief Executive Officer of Factor Bioscience and a Director of Factor Limited. Exacis Option Agreement On October 8, 2022, the Company entered into an option agreement (the “Exacis Option Agreement”) with Exacis Biotherapeutics, Inc., a Delaware corporation (“Exacis”), pursuant to which Exacis granted the Company the option to negotiate and enter into an exclusive worldwide sublicense by December 31, 2022 to certain technology licensed by Exacis for the treatment of cancer in humans (the “Exacis Option”). Under the Exacis Option Agreement, the Company paid Exacis a fee of $0.3 million for the Exacis Option, which would be creditable against the fees or purchase price payable under any such license if entered into by the Company in accordance with the Exacis Option Agreement. The Exacis Option Agreement provided for certain payments upon the execution of a definitive license agreement, which would become payable only upon execution and in accordance with the terms of the applicable license agreement, if any. The Company decided not to exercise the Exacis Option, and the Exacis Option Agreement expired in accordance with its terms on December 31, 2022. The Exacis Option Agreement has been deemed a related party transaction, as one of the Company’s Board members, Dr. Gregory Fiore, is the Chief Executive Officer of Exacis. Additionally, the Company’s Chief Executive Office, Dr. Matthew Angel, is Chairman of Exacis’ scientific advisory board. Dr. Angel is also the Chairman and Chief Executive Officer of Factor Bioscience LLC, which is the majority shareholder of Exacis. Q4-22 PIPE Transaction On November 23, 2022, the Company entered into the Q4-22 Purchase Agreement with the Q4-22 PIPE Investors in respect of the Q4-22 PIPE Transaction, pursuant to which the Company issued and sold to the Q4-22 PIPE Investors approximately 2,185,000 units, each unit consisting of (i) one share of common stock and (ii) two Q4-22 Warrants, at a purchase price of $3.53 per unit (inclusive of $0.125 per Q4-22 Warrant). The Company received aggregate gross proceeds of approximately $7.7 million, The Q4-22 PIPE Transaction closed on December 2, 2022. Each Q4-22 Warrant becomes exercisable six months following the date of closing, expires five-and-one-half Mr. Charles Cherington, Chairman of the Company’s Board of Directors, and Mr. Nicholas Singer, a director of the Company, participated in the Q4-22 PIPE Transaction on the same terms and subject to the same conditions as all other Q4-22 PIPE Investors. On the closing date of the Q4-22 PIPE Transaction, the Company and the Q4-22 PIPE Investors, including Messrs. Cherington and Singer, entered into a registration rights agreement, pursuant to which the Company has agreed to prepare and file a registration statement on Form S-3 with the Securities and Exchange Commission no later than 30 days following the date on which the Company becomes eligible to use Form S-3 to register the resale of the shares of common stock included in the units described above and the shares of common stock issuable upon exercise of the Q4-22 Warrants. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 10) Accrued Expenses Accrued expenses consisted of the following (in thousands): As of December 31, 2022 2021 Accrued compensation $ 1,065 $ 656 Legal fees and related 1,138 241 Clinical 570 200 Q4-22 PIPE 208 - Other 645 152 Total accrued expenses $ 3,626 $ 1,249 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt [Abstract] | |
Debt | 11) Debt Loans Payable In connection with the IRX Acquisition in 2018, Eterna LLC assumed certain notes payable (the “IRX Notes”) in the amount of $0.4 million. On January 27, 2020, the IRX Notes were amended to extend the maturity date to the earlier of (i) a change of control, as defined in the IRX Notes, and (ii) December 31, 2021. On December 31, 2021, the Company paid the outstanding $0.4 million in principal plus accrued and unpaid interest of approximately $0.2 million under the IRX Notes, and the Company has no further obligations thereunder. Payment Protection Program Loan On May 4, 2020, Eterna LLC issued a note in the principal amount of approximately $0.3 million to Silicon Valley Bank evidencing a loan (the “Eterna LLC PPP Loan”) that Eterna LLC received under the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act administered by the U.S. Small Business Administration (the “CARES Act”). Eterna LLC PPP Loan incurred interest at a rate of 1.0% per annum. Under the terms of the CARES Act, certain amounts of the Eterna LLC PPP Loan could be forgiven if they were used for qualifying expenses, as described in the CARES Act. In September 2021, the lender informed Eterna LLC that the U.S Small Business Administration approved the forgiveness of 100% of the outstanding principal and interest of the Eterna LLC PPP Loan. As a result, the Company recognized a gain during 2021 of $0.3 million during recorded in other (expense) income, net, on the accompanying consolidated statements of operations. The Company has no further obligations under this loan |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 12) Commitments and Contingencies Litigation Matters The Company is involved in litigation and arbitrations from time to time in the ordinary course of business. Legal fees and other costs associated with such actions are expensed as incurred. In addition, the Company assesses the need to record a liability for litigation and contingencies. The Company reserves for costs relating to these matters when a loss is probable, and the amount can be reasonably estimated. Dhesh Govender v. Eterna Therapeutics LLC, et al., Index No. 650847/2021 (N.Y. Sup. Ct. N.Y. Cty. 2021) On or about February 5, 2021, Dhesh Govender, a former short-term consultant of Eterna LLC, filed a complaint against Eterna LLC and certain individuals that plaintiff alleged were directors of Eterna LLC. Plaintiff alleged that Eterna LLC and certain of its officers and directors (“defendants”) engaged in unlawful and discriminatory conduct based on race, national origin and hostile work environment. Plaintiff also asserted various breach of contract, fraud and quantum meruit claims based on an alleged oral agreement pursuant to which he alleged Eterna LLC agreed to hire him as an executive once the Merger was completed. On December 15, 2022, the parties executed a Confidential Settlement Agreement and Release of All Claims. On January 11, 2023, the parties filed a Stipulation to Discontinue in the Court action. Also on January 11, 2023, Govender voluntarily dismissed the arbitration. John Westman v. Novellus, Inc., Christopher Rohde, and Matthew Angel, Civil Action No. 2181CV01949 (Middlesex County (Massachusetts) Superior Court) On or about September 7, 2021, John Westman, a former employee of Novellus, Inc. filed a Complaint in Middlesex County (Massachusetts) Superior Court against Novellus, Inc. and Novellus, Inc.’s founders and former executives, Dr. Christopher Rohde and Dr. Matthew Angel (collectively, “Defendants”). The case includes allegations that Novellus, Inc. violated the Massachusetts Wage Act (“Wage Act”). Eterna acquired Novellus, Inc. on July 16, 2021. Mr. Westman’s claims relate to alleged conduct that took place before Eterna acquired Novellus, Inc. Westman agreed to dismiss the lawsuit and proceed with his claims in arbitration. Following mediation, the parties settled this dispute in December 2022. The aggregate settlement amount payable by the Company for the two matters discussed above is approximately $0.5 million. Novellus, Inc. v. Sowyrda et al., C.A. No. 2184CV02436-BLS2 On October 25, 2021 Novellus, Inc. filed a complaint in the Superior Court of Massachusetts, Suffolk County, against former Novellus, Inc. employees Paul Sowyrda and John Westman and certain other former investors in Novellus LLC (Novellus, Inc.’s former parent company prior to our acquisition of Novellus, Inc.), alleging breach of fiduciary duty, breach of contract and civil conspiracy. Eterna acquired Novellus, Inc. on July 16, 2021. On May 27, 2022 Novellus, Inc. amended the complaint to withdraw all claims against all defendants except Paul Sowyrda and John Westman. On July 1, 2022, Westman filed a motion to compel arbitration or in the alternative, to stay the litigation pending the disposition of certain litigation in the Court of Chancery for the State of Delaware filed by Mr. Sowyrda against Novellus LLC, Dr. Christopher Rohde, Dr. Matthew Angel, Leonard Mazur and Factor Bioscience, Inc. captioned Zelickson et al., v. Angel et al., Westman v. Novellus LLC On November 15, 2022, prior to a decision on Westman’s and Sowyrda’s motion to compel or stay, the Parties agreed to voluntarily dismiss and consolidate the Delaware Actions with this action. On December 15, 2022, Sowyrda filed an Amended Answer to the Amended Complaint, asserted affirmative defenses and filed Amended Counterclaims against Dr. Angel, Dr. Rohde, Novellus LLC, Novellus Inc., Factor Bioscience Inc., and Eterna Therapeutics Inc. (“Counterclaim Defendants”) alleging against various Counterclaim Defendants breach of contract, breaches of the implied duty of good faith and fair dealing, breaches of fiduciary duty, breaches of the operating agreement, aiding and abetting breaches of fiduciary duty, tortious interference with contract, equitable accounting, violations of the Massachusetts Wage Act, Massachusetts Minimum Fair Wage Law, the Fair Labor Standards Act, unjust enrichment, and quantum meruit. Also on December 15, 2022, Westman filed an answer to the Amended Complaint and asserted similar counterclaims against the same Counterclaim Defendants. Westman and Sowyrda each asserted claims for indemnification and/or advancement against Novellus, Inc. On January 11, 2023, Westman and Sowyrda served a joint motion to enforce their advancement and/or indemnification rights against Novellus Inc. Novellus Inc. vigorously opposes this motion and served its opposition on January 27, 2023. On February 8, 2023, Westman and Sowyrda served a reply in support of their motion to enforce indemnification/advancement rights, and submitted the motion to the Court. Novellus Inc. answered Westman and Sowyrda’s counterclaims on January 27, 2023, denying liability. The remaining Counterclaim Defendants served a motion to dismiss most of the remaining counterclaims on January 27, 2023. Sowyrda’s and Westman’s oppositions to the motion to dismiss were served on March 3, 2023, and Counterclaim Defendants’ reply is due March 24, 2023, at which point the motion to dismiss will be fully briefed. The Court announced that it would hold oral argument on April 5, 2023 on (a) the Counterclaim Defendants’ motion to dismiss, and (b) Sowyrda’s and Westman’s motion to enforce. The parties attended an initial status and scheduling conference with the Court on February 7, 2023. The Court deferred entering a case scheduling until after the April 5 hearing. Under applicable Delaware law and Novellus Inc.’s organizational documents, the Company may be required to advance or reimburse certain legal expenses incurred by former officers and directors of Novellus, Inc. in connection with the foregoing Westman and Sowyrda matters. However, a future advance or reimbursement is not currently probable nor can it be reasonably estimated. Emerald Private Equity Fund, LLC Matter By a letter dated July 7, 2021, Emerald Private Equity Fund, LLC (“Emerald”), a stockholder of Eterna, made a demand pursuant to 8 Del. C. 220 to inspect certain books and records of Eterna. The stated purpose of the demand was to investigate possible wrongdoing by persons responsible for the implementation of the Merger and the issuance of paper stock certificates, including investigating whether: (i) Eterna’s stock certificates were issued in accordance with the Merger Agreement; (ii) certain restrictions on the sale of Eterna common stock following the Merger were proper and applied without favor; (iii) anyone received priority in post-Merger issuances of Eterna’s stock certificates that allowed them to benefit from an increase in the trading price of Eterna’s common stock; and (iv) it should pursue remedial measures and/or report alleged misconduct to the SEC. Eterna responded to the demand letter and produced certain information to Emerald in connection with the demand, which is subject to the terms of a confidentiality agreement entered into among the parties, including certain additional stockholders who subsequently joined as parties to such agreement. Following discussions, with no admission of wrongdoing, the Company and the Emerald Plaintiffs entered into a confidential settlement agreement, pursuant to which the Company paid $1.2 million in 2022 in full settlement of all of the Emerald Plaintiffs’ purported claims, including a release by the Emerald Plaintiffs in favor of the Company in respect of any and all such claims. Licensing Agreements Exclusive Factor License Agreement. In April 2021, Eterna LLC and the Licensors entered into an exclusive license agreement (the “Original Factor License Agreement”) pursuant to which Eterna LLC acquired an exclusive worldwide license to the Licensed Technology for use in the development of certain mRNA, gene-editing, and cellular therapies to be evaluated and developed for treating human diseases, including certain types of cancer, sickle cell disease, and beta thalassemia. As a result of the Novellus Acquisition, the rights and obligations of Novellus Limited under the Novellus-Factor License Agreement pertaining to any and all licensed products from Factor Limited inured to Eterna. The Company’s agreement with Factor Limited under the Original Factor License Agreement remained unchanged after the completion of the Novellus Acquisition. In November 2022, the Company entered into the first amendment to the Original Factor License Agreement (the “Amended Factor License Agreement”), pursuant to which, among other things, Factor Limited granted to Eterna LLC an exclusive, sublicensable license under the Factor Patents for the purpose of identifying and pursuing certain opportunities to grant to third parties sublicenses to the Factor Patents. The term of the Amended Factor License Agreement is five years from the effective date of this amendment and is extendable for an additional two and a half years five years two and a half years . USF Eterna LLC has license agreements with University of South Florida Research Association, Inc. (“USF”), granting Eterna LLC the right to sell, market, and distribute IRX- 2, subject to a 7% royalty payable to USF based on a of gross product sales. Under the license agreement with USF, Eterna LLC is obligated to repay patent prosecution expenses incurred by USF. To date, Eterna LLC has not recorded any product sales, or obligations related to USF patent prosecution expenses. The license agreement terminates upon the expiration of the IRX- patents. Royalty Agreements While the agreements described below remain in force, the Company currently does not have plans to further develop the IRX-2 product candidate . Collaborator Royalty Agreement Pursuant to a royalty agreement the Company assumed when it acquired the assets of IRX in November 2018, the Company will pay a former collaborator a royalty equal to 6% of any sales of IRX-2, for the period of time beginning with the first sale of IRX-2 through the later of (i) the twelfth anniversary of the first sale of IRX-2 or (ii) the expiration of the last IRX patent, or other exclusivity of IRX- 2. Royalty Agreement with certain former IRX Therapeutics Investors Pursuant to a royalty agreement (the “IRX Investor Royalty Agreement”) with certain former IRX investors the Company assumed when it acquired the assets of IRX in November 2018, when Eterna LLC becomes obligated to pay royalties to USF under the agreement described above under “Licensing Agreements-USF,” it will pay an additional royalty of 1% of gross sales to an entity organized by such former investors. Investor Royalty Agreement On March 22, 2021, Eterna LLC restated its royalty agreement with certain beneficial holders of Brooklyn ImmunoTherapeutics Investors GP LLC and Brooklyn ImmunoTherapeutics Investors LP, whereby such beneficial holders will continue to receive, on an annual basis, royalties in an aggregate amount equal to 4% of the net revenues of IRX-2, a cytokine-based therapy that was previously being developed by Eterna LLC to treat patients with cancer. Retirement Savings Plan The Company established a defined contribution plan, organized under Section 401(k) of the Internal Revenue Code, which allows employees to defer up to 90% of their pay on a pre-tax basis. As of December 31, 2022, the Company had not contributed a match to the employees’ contribution. Beginning on January 1, 2023, the Company began matching employees’ contributions at a rate of 100% of the first 3% of the employee’s contribution and 50% of the next 2% of the employee’s contribution, for a maximum Company match of 4%. |
Basic and Diluted Loss per Comm
Basic and Diluted Loss per Common Share | 12 Months Ended |
Dec. 31, 2022 | |
Basic and Diluted Loss per Common Share [Abstract] | |
Basic and Diluted Loss per Common Share | 13) Basic and Diluted Loss per Common Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding plus dilutive securities. Shares of common stock issuable upon exercise, conversion or vesting of stock options, RSUs, warrants and other convertible securities, including our outstanding Series A Convertible Preferred Stock, are considered potential common shares and are included in the calculation of diluted net loss per share using the treasury method when their effect is dilutive. Diluted net loss per share is the same as basic net loss per share for periods in which the effect of potentially dilutive shares of common stock is antidilutive. The following table presents the amount of warrants, stock options, convertible preferred stock and RSUs that were excluded from the computation of diluted net loss per common share for the years ended December 31, 2022 and 2021, as their effect was anti-dilutive (in thousands): Years ended December 31, 2022 2021 Warrants 4,713 - Stock options 359 199 Preferred stock converted into common stock 7 2 RSUs 4 12 Total potential common shares excluded from computation 5,083 213 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 14) Stock-Based Compensation Equity Incentive Plans The Company’s stock-based compensation plans consist of the Restated 2020 Equity Incentive Plan (the “Restated 2020 Plan”) and the 2021 Inducement Equity Incentive Plan (the “2021 Inducement Plan”). The Company’s board of directors has designated its Compensation Committee as the administrator of the foregoing plans (the “Plan Administrator”). Among other things, the Plan Administrator selects persons to receive awards and determines the number of shares subject to each award and the terms, conditions, performance measures, if any, and other provisions of the award. The Restated 2020 Plan provides for (a) approximately 424,000 shares of common stock that can be issued under the Restated 2020 Plan and (b) an annual increase in the number of shares reserved for issuance on January 1 of each year from 2022 through 2031 equal to the lesser of (i) 5% of the number of shares of common stock outstanding on the immediately preceding December 31 and (ii) such smaller number of shares of common stock as may be determine by the board of directors (the “Annual Evergreen Shares”). Based on the number of shares of common stock outstanding on December 31, 2022, the maximum increase to the number of Annual Evergreen Shares of common stock that can be issued under the Restated 2020 Plan in 2023 is approximately 256,000 shares. As of December 31, 2022, there have been no Annual Evergreen Shares added to the Restated 2020 Plan. Awards under the Restated 2020 Plan may be granted to officers, directors, employees and consultants of the Company. Stock options granted under the Restated 2020 Plan may either be incentive stock options or nonqualified stock options, may have a term of up to ten years, and are exercisable at a price per share not less than the fair market value on the date of grant. As of December 31, 2022, there was approximately 166,000 shares of common stock remaining to be issued under the Restated 2020 Plan. As of December 31, 2021, there were approximately 258,000 stock options outstanding under the Restated 2020 Plan. There were no RSUs outstanding under the Restated 2020 Plan as of December 31, 2022. The 2021 Inducement Plan provides for the grant of up to 75,000 share-based awards as material inducement awards to new employees in accordance with the employment inducement grant rules set forth in Section 711(a) of the NYSE American LLC Company Guide. The 2021 Inducement Plan expires in May 2031. As of December 31, 2022, there was approximately 57,000 shares of common stock remaining to be issued under the Restated 2020 Plan. As of December 31, 2021, there were approximately 12,000 stock options outstanding and approximately 4,000 RSUs outstanding under the Restated 2020 Plan. Equity Awards Stock Options The Company records stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation. The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The fair value of stock options granted is recognized as expense over the requisite service period on a straight-lined basis. The risk-free rate is based on the observed interest rates appropriate for the expected life. The expected life (estimated period of time outstanding) of the stock options granted is estimated using the “ simplified Share-Based Payment The following weighted-average assumptions were used for stock options granted during the years ended December 31, 2022 and 2021: Year ended December 31, 2022 2021 Weighted average risk-free rate 2.52 % 1.09 % Weighted average volatility 90.49 % 134.64 % Dividend yield 0 % 0 % Expected term 5.79 years 6.10 years The following table summarizes stock option activity for the years ended December 31, 2022 and 2021 (in thousands except for per-share and remaining contractual life data): Outstanding Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding January 1, 2021 - $ - - $ - Granted 199 168.04 Cancelled - - Outstanding December 31, 2021 199 $ 168.04 9.38 $ - Granted 287 17.29 Cancelled (127 ) 140.56 Outstanding December 31, 2022 359 $ 57.18 7.57 $ - Options vested and exercisable at December 31, 2022 146 $ 109.60 4.79 $ - The per-share weighted average grant-date fair value of stock options granted during the year ended December 31, 2022 and 2021 was $12.91 and $151.40, respectively. Pursuant to a separation agreement entered into in May 2022 with the Company’s former chief executive officer, Dr. Howard Federoff, the Company accelerated the vesting of approximately 40,000 stock options under certain time-based vesting stock option grants previously awarded to Dr. Federoff. The Company also waived a performance condition under a performance-based stock option grant and accelerated the vesting of approximately 21,000 stock options under such grant. Lastly, the Company extended the post-termination exercise period from 90 days to 36 months immediately following his separation date for any options that were vested, including the options that accelerating in vesting, as described above. The above modifications to Dr. Federoff’s stock options grants resulted in modification accounting under ASC 718, Compensation – Stock Compensation As of December 31, 2022, the unamortized stock-based compensation expense related to outstanding unvested options was approximately $3.2 million with a weighted average remaining requisite service period of 2.70 years. The Company expects to amortize this expense over the remaining requisite service period of these stock options. Vesting of all stock options grants is subject to continuous service with the Company through such vesting dates. Restricted Stock Units The following table summarizes RSU activity for the years ended December 31, 2022 and 2021 (in thousands except for per-share data): Outstanding Restricted Stock Units Weighted Average Fair Value per Share January 1, 2021 - $ - Granted 12 276.00 December 31, 2021 12 276.00 Granted 55 38.60 Released (3 ) 271.42 Cancelled (60 ) 61.03 December 31, 2022 4 $ 236.36 Balance expected to vest at December 31, 2022 4 The Company recognizes the fair value of RSUs granted as expense on a straight-line basis over the requisite service period. For performance based RSUs, the Company begins recognizing the expense once the achievement of the related performance goal is determined to be probable. Outstanding RSUs are settled in an equal number of shares of common stock on the vesting date of the award. An RSU award is settled only to the extent vested. Vesting generally requires the continued employment or service by the award recipient through the respective vesting date. Because RSUs are settled in an equal number of shares of common stock without any offsetting payment by the recipient, the measurement of cost is based on the quoted market price of the stock at the measurement date, which is the grant date. In lieu of paying cash to satisfy withholding taxes due upon the settlement of vested RSUs, at the Company’s discretion, an employee may elect to have shares of common stock withheld that would otherwise be issued at settlement, the value of which is equal to the amount of withholding taxes payable. There were no RSUs that vested during the year ended December 31, 2021. The following table shows the number of RSUs that vested and were settled during the year ended December 31, 2022, as well as the number of shares of common stock withheld to cover the withholding taxes and the net shares issued upon settlement (in thousands): Year ended December 31, 2022 RSUs vested 3 Common stock withheld to cover taxes (1 ) Common stock issued 2 Restricted Stock Pursuant to the Merger, Eterna LLC’s approximately 3,000 outstanding restricted common units were exchanged for approximately 32,000 shares of Eterna’s restricted common stock. There were no changes to any conditions and requirements of the restricted common stock. The shares vested quarterly beginning on March 31, 2021 and were to continue through December 31, 2022, contingent on continued service. Due to the modification of the restricted common units, the fair value of the restricted common stock immediately after the Merger was compared to the fair value of the restricted common units immediately prior to the Merger, and the change in fair value of $0.3 million was recognized in the statement of operations during the year ended December 31, 2021. The Company recognizes the fair value of restricted common stock as an expense on a straight-line basis over the requisite service period. During the year ended December 31, 2022, approximately 4,000 shares of unvested restricted common stock were forfeited due to the holders of such shares no longer providing services to the Company. As of December 31, 2022 there were no shares of unvested restricted stock outstanding. Stock-Based Compensation Expense For the years ended December 31, 2022 and 2021, the Company recognized stock-based compensation expense as follows (in thousands): Years ended December 31, 2022 2021 Research and development $ 1,249 $ 1,597 General and administrative 1,686 3,638 Total $ 2,935 $ 5,235 |
Equity and Warrants
Equity and Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Equity and Warrants [Abstract] | |
Equity and Warrants | 15) Equity and Warrants Private Placements of Equity Q4-22 PIPE Transaction On November 23, 2022, the Company entered into the Q4-22 Purchase Agreement with the Q4-22 PIPE Investors for the Q4-22 PIPE Transaction, pursuant to which the Company issued to the Q4-22 PIPE Investors an aggregate of approximately 2,185,000 units, with each unit consisting of (i) one share of common stock and (ii) two Q4-22 Warrants, each exercisable to purchase one share of common stock at an exercise price of $3.28 per, at a purchase price of $3.53 per unit (inclusive of $0.125 per Q4-22 Warrant). The Company received aggregate gross proceeds of approximately $7.7 million, and the Q4-22 PIPE Transaction closed on December 2, 2022. The Company incurred fees of approximately $0.3 million through December 31, 2022 related to the Q4-22 PIPE Transaction. Each Q4-22 Warrant has an exercise price of $3.28 per share, becomes exercisable six months following the closing of the Q4-22 PIPE Transaction, expires five-and-one-half The Q4-22 Warrants meet the criteria for equity classification. Q1-22 Private Placement On March 6, 2022, the Company entered into the Q1-22 Purchase Agreement with the Q1-22 PIPE Investor for the Q1-22 PIPE Transaction, pursuant to which, the Company issued to the Q1-22 PIPE Investor approximately 343,000 units, each unit consisting of (i) one share of the Company’s common stock (or, in lieu thereof, one Q1-22 Pre-Funded Warrant to purchase one share of common stock) and (ii) one warrant Q1-22 Common Warrant to purchase one share of common stock, for an aggregate gross purchase price of approximately $12.0 million (the “Subscription Amount”). The Q1-22 PIPE Transaction closed on March 9, 2022. Pursuant to the Q1-22 Purchase Agreement, the Company was prohibited from issuing equity in variable rate transactions for a period of one-year following consummation of the Q1-22 PIPE Transaction, including issuing equity under the Second Purchase Agreement, which is discussed below. Each Q1-22 Pre-Funded Warrant had an exercise price of $0.10 per share of common stock, was immediately exercisable, could be exercised at any time, had no expiration date and was subject to customary adjustments. The Q1-22 Pre-Funded Warrants could not be exercised if the aggregate number of shares of common stock beneficially owned by the holder thereof would exceed 9.99% immediately after exercise thereof. Upon the closing of the Q1-22 PIPE Transaction, the Company issued 275,000 shares of common stock, approximately 68,000 Q1-22 Pre-Funded Warrants and approximately 343,000 Q1-22 Common Warrants. Each Q1-22 Common Warrant has an exercise price of $38.20 per share, became exercisable six months following the closing of the Q1-22 PIPE Transaction, expires five-and-one-half The Q1-22 Common Warrants and Q1-22 Pre-Funded Warrants were accounted for as liabilities under ASC 815-40, as these warrants provide for a cashless settlement provision that does not meet the requirements of the indexation guidance under ASC 815-40. These warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statement of operations. (See Note 5 for more information related to changes in fair value.) Upon exercise of the Q1-22 Common Warrants and Q1-22 Pre-Funded Warrants, the fair value on the exercise date is reclassified from warrant liabilities to equity. The fair values of the Q1-22 Common Warrants and the Q1-22 Pre-Funded Warrants at the issuance date totaled $12.6 million in the aggregate, which was $0.6 million more than the Subscription Amount. The excess $0.6 million represents an inducement to the Q1-22 PIPE Investor to enter into the Q1-22 PIPE Transaction and was recorded in warrant liabilities expense in the accompanying consolidated statement of operations. On July 12, 2022, the Q1-22 PIPE Investor exercised its 68,000 Q1-22 Pre-Funded Warrants at an exercise price of $0.10 per share for an aggregate exercise price of approximately $7,000, in cash. The Company issued 68,000 shares of common stock to the Q1-22 PIPE Investor on July 14, 2022 upon receipt of the cash proceeds and reclassified approximately $0.7 million of the fair value of the exercised warrants as of the exercise date from warrant liabilities to equity. Subsequent to the exercise, no Q1-22 Pre-Funded Warrants remained outstanding. The Company incurred fees of approximately $1.0 million through December 31, 2022 related to the Q1-22 PIPE Transaction, which were allocated to the fair value of the Q1-22 Warrants and the Q1-22 Pre-Funded Warrants and recorded in other expense, net on the accompanying consolidated statement of operations. In connection with the Q1-22 PIPE Transaction, the Company and the Q1-22 PIPE Investor also entered into a registration rights agreement, dated March 6, 2022, pursuant to which the Company agreed to prepare and file a registration statement with the SEC no later than 15 days following the filing date of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”) to register the resale of the shares of common stock included in the Units and the shares of common stock issuable upon exercise of the Q1-22 Pre-Funded Warrants and the Q1-22 Common Warrants. The Company agreed to use its best efforts to have such registration statement declared effective as promptly as possible after the filing thereof, subject to certain specified penalties if timely effectiveness were not achieved. The Company filed the 2021 Annual Report on April 15, 2022 and the registration statement on April 29, 2022. The resale registration statement became effective on May 11, 2022. Pursuant to the registration rights agreement, the Company is obligated to pay the Q1-22 PIPE Investor liquidated damages equal to 2% of the Subscription Amount per month, with a maximum aggregate payment of 12% of the Subscription Amount, in the event the PIPE Investor is not permitted to use the registration statement to resell the securities registered for resale thereunder for more than a specified period of time. On May 24, 2022, the Company notified the Q1-22 PIPE Investor that it was not able to use the registration agreement because the Company had not timely filed its Quarterly Report on Form 10-Q (the “Q1 2022 10-Q”) with the SEC, and that the Q1-22 PIPE Investor could not use the registration statement to resell the securities registered thereunder until the Company filed the Q1 2022 10-Q. Because of the Q1-22 PIPE Investor’s inability to use the registration statement, the Company accrued $0.2 million during 2022 for the contingent loss the Company incurred as liquidated damages as a result of the late Q1 2022 10Q filing, which is recorded in other expense, net for the year ended December 31, 2022 in the accompanying consolidated statements of operations. The Company paid such $0.2 million liquidated damages payment in June 2022. On June 30, 2022, the Company filed its Q1 2022 10-Q along with an amended Annual Report on Form 10-K/A for the year ended December 31, 2021, and on July 1, 2022, the Company provided its notice to the Q1-22 PIPE Investor that it could resume use of the resale registration statement. The following table shows the Company’s warrant activity for the year ended December 31, 2022 (in thousands except for per-share data): March 2022 Warrants Pre-Funded Warrants November 2022 Warrants Total Warrants Balance as of January 1, 2022 - - - - Granted 343 68 4,370 4,781 Exercised - (68 ) - (68 ) Balance as of December 31, 2022 343 - 4,370 4,713 As of December 31, 2022, the weighted average remaining contractual life of the warrants outstanding was 5.37 years and the weighted average exercise price was $5.82. Equity Line Offerings On April 26, 2021, the Company entered into a common stock purchase agreement (the “First Purchase Agreement”) an investment group (the “Investment Group”), which provided that the Company could offer to the Investment Group up to an aggregate o On May 26, 2021, the Company entered into a second common stock purchase agreement (the “Second Purchase Agreement”) with the Investment Group, which provides that the Company may offer to the Investment Group up to an aggregate of $40 million of common stock over a 36-month period commencing after June 4, 2021, the date that a registration statement covering the resale of shares of common stock issued under the Second Purchase Agreement was declared effective by the SEC. As of December 31, 2022, the Company had issued and sold an aggregate of approximately 121,000 shares of common stock to the Investment Group pursuant to the Second Purchase Agreement, resulting in gross proceeds of approximately $34 million. As of December 31, 2022, there were approximately 22,000 shares remaining to be sold under the Second Purchase Agreement. Under the Second Purchase Agreement, the Company may direct the Investment Group to purchase up to 3,000 shares of common stock on any business day (the “Regular Purchase”), which amount may be increased up to 6,000 shares based on the closing price of the common stock, provided that the Investment Group’s maximum commitment in any single Regular Purchase may not exceed $2.0 million. The purchase price per share for each such Regular Purchase is based off of the common stock’s market immediately preceding the time of sale. The Second Purchase Agreement also prohibits the Company from directing the Investment Group to purchase any shares of common stock if those shares, when aggregated with all other shares of common stock then beneficially owned by the Investment Group and its affiliates, would result in the Investment Group and its affiliates having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of common stock. The Company has the right to terminate the Second Purchase Agreement at any time, at no cost or penalty. Actual sales of shares of common stock to the Investment Group under the Second Purchase Agreement depend on a variety of factors to be determined by us from time to time, including, among others, market conditions, the trading price of the common stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. Pursuant to the Q1-22 Purchase Agreement in respect of the Q1-22 PIPE Transaction, the Company was prohibited from issuing additional shares under the Second Purchase Agreement for a period of one-year immediately following the closing of the Q1-22 PIPE Transaction. Merger Under the terms of the Merger Agreement (see Notes 1 and 4), on March 25, 2021, the Company issued shares of common stock to the equity holders of Eterna LLC. The 87,000 Class A units of Eterna LLC were converted into approximately 1,114,000 shares of common stock; the 15,000,000 Class B units were converted into approximately 126,000 shares of common stock; the 10,000,000 Class C units were converted into approximately 84,000 shares of common stock; approximately 630,000 shares of common units were converted into approximately 31,000 shares of common stock, and 10,500,000 rights options were converted into approximately 591,000 shares of common stock. The Company also issued approximately 53,000 shares of common stock to the Financial Advisor pursuant to the Merger Agreement. Acquisition Under the terms of the Novellus Acquisition (see Notes 1 and 4), on July 16, 2021, the Company issued approximately 351,000 shares of common stock, of which approximately 182,000 shares are unrestricted and approximately 169,000 shares are subject to a three-year lockup agreement, provided that up to 75% of the shares of common stock subject to the lock-up agreement may be released from the lock-up restrictions earlier if the price of common stock on the principal market for the common stock exceeds specified thresholds. Cumulative Convertible Preferred Stock As a result of the Merger, the Company has authorized 156,000 shares of preferred stock, all of which is designated as Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”), and all of which were issued and outstanding as of December 31, 2022. The Series A Preferred Stock provides for a cumulative annual dividend of $0.10 per share, payable in semi-annual installments in June and December. Dividends may be paid in cash or with shares of common stock. The Company paid approximately $16,000 in cash for payment of dividends during the year ended December 31, 2022 The Series A Preferred Stock has no voting rights and has a $1.00 per share liquidation preference over common stock. The registered holder has the right at any time to convert shares of Series A Preferred Stock into that number of shares of common stock that equals the number of shares of Series A Preferred Stock that are surrendered for conversion divided by the conversion rate. At December 31, 2022, the conversion rate was 23.9988 and, based on that conversion rate, one share of Series A Convertible Preferred Stock would have converted into approximately 0.04 shares of common stock, and all the outstanding shares of the Series A Convertible Preferred Stock would have converted into approximately 6,000 shares of common stock in the aggregate. There were no conversions during the years ended December 31, 2022 and 2021. There is no mandatory conversion term, date or any redemption features associated with the Series A Preferred Stock. The conversion rate will adjust under the following circumstances: 1. If the Company (a) pays a dividend or makes a distribution in shares of its common stock, (b) subdivides its outstanding shares of common stock into a greater number of shares, (c) combines its outstanding shares of common stock into a smaller number of shares, or (d) issues by reclassification of its shares of common stock any shares of its common stock (other than a change in par value, or from par value to no par value, or from no par value to par value), then the conversion rate in effect immediately prior to the applicable event will be adjusted so that the holders of the Series A Convertible Preferred Stock will be entitled to receive the number of shares of common stock which they would have owned or have been entitled to receive immediately following the happening of the event, had the Series A Convertible Preferred Stock been converted immediately prior to the record or effective date of the applicable event. 2. If the outstanding shares of the Company’s common stock are reclassified (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision, combination or stock dividend), or if the Company consolidates with or merge into another corporation and the Company is not the surviving entity, or if the Company sells all or substantially all of its property, assets, business and goodwill, then the holders of the Series A Convertible Preferred Stock will thereafter be entitled upon conversion to the kind and amount of shares of stock or other equity securities, or other property or assets which would have been receivable by such holders upon such reclassification, consolidation, merger or sale, if the Series A Convertible Preferred Stock had been converted immediately prior thereto. 3. If the Company issues common stock without consideration or for a consideration per share less than the then applicable Equivalent Preference Amount (as defined below), then the Equivalent Preference Amount will immediately be reduced to the amount determined by dividing (A) an amount equal to the sum of (1) the number of shares of common stock outstanding immediately prior to such issuance multiplied by the Equivalent Preference Amount in effect immediately prior to such issuance and (2) the consideration, if any, received by the Company upon such issuance, by (B) the total number of shares of common stock outstanding immediately after such issuance. The “Equivalent Preference Amount” is the value that results when the liquidation preference of one share of Series A Convertible Preferred Stock (which is $1.00) is multiplied by the conversion rate in effect at that time; thus the conversion rate applicable after the adjustment in the Equivalent Preference Amount as described herein will be the figure that results when the adjusted Equivalent Preference Amount is divided by the liquidation preference of one share of Series A Convertible Preferred Stock. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | 16) Income Taxes Loss before income taxes consist of the following (in thousands): Years ended December 31, 2022 2021 (in thousands) Domestic $ (24,513 ) $ (122,476 ) Foreign (21 ) (5 ) Total loss before income taxes $ (24,534 ) $ (122,481 ) For each of the years ended December 31, 2022 and 2021, current tax provisions and current deferred tax provisions were recorded as follows (in thousands): Years ended December 31, 2022 2021 Current Tax Provision Federal $ - $ - State 4 5 Foreign - - 4 5 Deferred Tax Provision Federal (6,851 ) (5,840 ) State (1,602 ) (1,414 ) Foreign (187 ) (1 ) (8,640 ) (7,255 ) Change in valuation allowance 8,681 7,314 Total tax provision for income taxes $ 45 $ 64 Deferred tax assets and liabilities consist of the effects of temporary differences as shown in the table below (in thousands). Deferred tax assets have been fully reserved by a valuation allowance since it is more likely than not that such tax benefits will not be realized. As of December 31, 2022 2021 Deferred Tax Assets: Net operating losses $ 9,382 $ 5,457 Foreign net operating losses 782 595 Stock compensation 2,173 1,312 In-process research and development 1,233 - Capitalized rearch and development expenses 1,502 - R&D credit carryforwards 517 288 Compensation accrual 81 30 ROU Liabilities 334 706 Other 549 - Total gross deferred tax assets 16,553 8,388 Valuation allowance (16,157 ) (7,467 ) Net deferred tax assets 396 921 Deferred Tax Liabilities: Fixed assets (10 ) (168 ) ROU Assets (291 ) (666 ) Intangibles - goodwill (160 ) (112 ) Total deferred tax liabilities (461 ) (946 ) Net deferred taxes $ (65 ) $ (25 ) The reconciliation of computed expected income taxes to effective income taxes by applying the federal statutory rate of 21% is as follows: As of December 31, 2022 2021 Tax at federal income tax rate 21.00 % 21.00 % State income tax, net of federal tax 6.52 % 1.15 % Foreign tax differential (0.01 %) 0.00 % Non-deductible expenses/excludable items 6.09 % (16.30 %) Change in valuation allowance (35.38 %) (5.97 %) Credits 0.98 % 0.23 % Uncertain tax positions (0.49 %) 0.00 % Other 1.11 % (0.16 %) Provision for income taxes (0.18 %) (0.05 %) The net increase in the total valuation allowance for the year ended December 31, 2022 was an increase of approximately $8.8 million. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary difference become deductible. Management considered the scheduled reversal of deferred tax liabilities, projected future taxable income and planning strategies in making this assessment. Based on the level of historical operating results and projections for the taxable income for the future, management has determined that it is more likely than not that the deferred taxes assets will not be utilized. Accordingly, the Company has recorded a full valuation allowance. The net deferred tax liability represents an indefinite life intangible liability related to tax deductible goodwill, partially offset by an indefinite life deferred tax asset. At December 31, 2022 and 2021, the Company has available net operating loss (“NOL”) carryforwards of approximately $35.6 million and $20.7 million for federal income tax purposes, respectively, of which approximately $35.6 million can be carried forward indefinitely. The Company has available $28.8 million and $20.7 million state NOLs for the years ended December 31, 2022 and 2021, respectively, which begin to expire in 2041. The Company also has foreign NOL carryforwards of approximately $6.3 million and $4.8 million for the years ended December 31, 2022 and 2021, respectively, which carry forward indefinitely. Section 382 of the Internal Revenue Code (“IRC”) imposes limits on the ability to use NOL carryforwards that existed prior to a change in control to offset future taxable income. Such limitations would reduce, potentially significantly, the gross deferred tax assets disclosed in the table above related to the NOL carryforwards. The Company continues to disclose the NOL carryforwards at their original amount in the table above as no potential limitation has been quantified. The Company has also established a full valuation allowance for all deferred tax assets, including the NOL carryforwards, since the Company could not conclude that it was more likely than not able to generate future taxable income to realize these assets. At December 31, 2022 and 2021 the Company has federal and state income tax credit carryforwards of approximately $0.5 million and $0.3 million, respectively. The credits begin to expire in 2041. In accordance with authoritative guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The following table summarizes amounts the Company recorded for uncertain tax positions as of December 31, 2022 and 2021 (in thousands): As of December 31, 2022 2021 Beginning balance of uncertain tax positions $ - $ - Additions based on current year’s tax positions 45 - Net changes based on prior year’s tax positions 76 - Ending balance of uncertain tax positions $ 121 $ - It is reasonably possible that unrecognized tax benefits may increase or decrease within the next twelve months due to tax examination changes, expiration of statute of limitations, or changes in tax law. The Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months. The Company recognizes interest and penalties related to unrecognized tax positions within the income tax expense line in the accompanying consolidated statements of operations. There were no accrued interest and penalties associated with uncertain tax positions as of December 31, 2022 or December 31, 2021. The Company is subject to U.S. federal, state, and foreign income tax. The Company’s income tax returns are subject to examination by the relevant taxing authorities. As of December 31, 2022, the 2019 – 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted into law. Among other changes to the tax code, the IRA imposes a 1% excise tax on certain repurchases of corporate stock by certain publicly traded corporations. The 1% stock buyback tax applies to redemptions by domestic corporations occurring in taxable years beginning after December 31, 2022. A number of exceptions to the stock buyback tax are available including exceptions to certain reorganizations. However, while these exceptions may be helpful in limiting the application of the stock buyback tax in situations in which it was not intended to apply, more guidance will be necessary for taxpayers to analyze the potential application of these exceptions and whether they will be able to rely upon them. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Event [Abstract] | |
Subsequent Events | 17) Subsequent Event Cell Customization and License Agreement O n February 21, 2023, the Company and Lineage Cell Therapeutics, Inc. (“Lineage”) entered into an exclusive option and license agreement (the “Lineage Agreement”), pursuant to which, Lineage may request prior to August 22, 2023 that the Company develops for, and delivers to, Lineage certain induced pluripotent stem cell lines, which Lineage would use to evaluate the possible development of cell transplant therapies for treatment of diseases of the central nervous system in humans, excluding ophthalmologic indications, (b) diseases and conditions of the peripheral nervous system, (c) psychiatric, respiratory, musculoskeletal, and hematological diseases, disorders, and conditions, and (d) cancer. The Lineage Agreement also provides Lineage with the option to obtain an exclusive sublicense to certain related technology for preclinical, clinical and commercial purposes, which would permit Lineage to sublicense such intellectual property, subject to payment of certain sublicense royalty fees. Lineage has six months from our delivery to Lineage of such induced pluripotent stem cell lines to exercise such option, and upon any such exercise, Lineage would agree to use its commercially reasonable efforts to exploit and make commercially available one or more licensed products derived from such induced pluripotent stem cell lines in accordance with the Lineage Agreement. Upon entry into the Lineage Agreement, Lineage paid the Company a $250,000 non-refundable up-front payment. We are also entitled to certain cell line customization fees with respect to cell lines that Lineage may request that we develop for Lineage, and royalty payments with respect to any such licensed products, certain sublicense fees and certain milestone payments under the Lineage Agreements |
Basis of Accounting Presentat_2
Basis of Accounting Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Accounting Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Accounting Presentation | Basis of Accounting Presentation The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). All significant intercompany balances and transactions have been eliminated in consolidation. As described above, the Merger closed on March 25, 2021. The Merger was accounted for as a reverse acquisition, in which Eterna LLC was deemed the acquiring company for accounting purposes. Eterna LLC’s historical financial statements replaced Eterna’s historical financial statements with respect to periods prior to the completion of the Merger (when Eterna operated under the name “NTN Buzztime, Inc.”). The Company retrospectively adjusted the weighted average shares used in determining loss per common share to reflect the conversion of the outstanding Class A units, Class B units, Class C units, and common units of Eterna LLC that converted into shares of Eterna’s common stock upon consummation of the Merger and to reflect the effect of a 2-to-1 Also as described above, the Novellus Acquisition closed on July 16, 2021. The Novellus Acquisition was accounted for as an asset acquisition, and substantially all of the value was attributed to in-process research and development (“IPR&D”), with the exception of the cash paid for the investment in NoveCite, which has been accounted for as an investment in equity securities. The IPR&D had no alternative future uses and no separate economic value from its originally intended purpose and was therefore expensed at the acquisition date. |
October 2022 Reverse Stock Split | October 2022 Reverse Stock Split As approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders held on September 21, 2022, the Company effected a reverse stock split of its common stock at a ratio of 1-for-20 Upon the effectiveness of the October 2022 Reverse Stock Split, every twenty shares of the issued and outstanding common stock were automatically combined and reclassified into one issued and outstanding share of common stock. The October 2022 Reverse Stock Split did not affect any stockholder’s ownership percentage of the common stock, alter the par value of the common stock or modify any voting rights or other terms of the common stock. The number of authorized shares of common stock under the Charter remains unchanged. No fractional shares were issued in connection with the October Reverse Stock Split. In lieu of any fractional shares to which a stockholder would otherwise be entitled, the Company paid an amount of cash equal to the product of (i) the fractional share to which the holder would otherwise be entitled and (ii) the then fair value of a share as determined in good faith by the Board. The Company paid an aggregate of $719 for a total of 175 fractional shares. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect: (a) the reported amounts of assets and liabilities; (b) disclosure of contingent assets and liabilities at the date of the consolidated financial statements; (c) the reported amounts of expenses during the reporting period; and (d) the reported amount of the fair value of assets acquired in connection with business combinations. On an ongoing basis, the Company evaluates its estimates, including those related to the recoverability and useful lives of long-lived assets; stock-based compensation assumptions; valuation assumptions of warrants; contingencies; and the provision for income taxes, including the valuation allowance. The Company bases its estimates on a combination of historical experience and various other assumptions that it believes are reasonable under the circumstances. Actual results may differ materially from these estimates. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company classifies highly liquid investments with a remaining contractual maturity at date of purchase of three months or less as cash equivalents. The Company had no cash equivalents as of December 31, 2022 or 2021. Restricted cash consists of a cash collateralization of $4.1 million for a security deposit in the form of a letter of credit issued by the Company’s commercial bank and delivered to the sublessor of the Sublease. The amount of required restricted cash collateral will decline in parallel with the reduction in the amount of the letter of credit over the term of the Sublease. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. Laboratory and manufacturing equipment are depreciated over an estimated useful life of seven years. Leasehold improvements are depreciated over the shorter of their estimated useful life, or the lease term. Computer equipment are depreciated over an estimated useful life of three years. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation of these assets are removed from the accounts and the resulting gain or losses are reflected in the results of operations. Expenditures for maintenance and repairs are charged to operations. Renewals and betterments are capitalized. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in the acquisition of IRX Therapeutics, Inc. (“IRX”) in November 2018 (the “IRX Acquisition”), which was accounted for as a business combination. Goodwill is not amortized but is tested for impairment annually or if events occur or circumstances change that would reduce the fair value of a reporting unit below its carrying value. Because management evaluates the Company as a single reporting unit, goodwill is tested for impairment at the entity level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the entity is less than its carrying value. Such qualitative factors include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant events. If the entity does not pass the qualitative assessment, then the entity’s carrying value is compared to its fair value. Goodwill is considered impaired if the carrying value of the entity exceeds its fair value. |
IPR&D | IPR&D IPR&D assets represent the fair value assigned to technologies that were acquired in connection with the IRX Acquisition, which have not reached technological feasibility and have no alternative future use. IPR&D assets are considered to be indefinite lived until the completion or abandonment of the associated research and development projects. During the period that the IPR&D assets are considered indefinite-lived, they are tested for impairment on an annual basis or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval, and the Company is able to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives beginning at that point in time. If development is terminated or abandoned, the Company may have a full or partial impairment charge related to the IPR&D assets, calculated as the excess of carrying value of the IPR&D assets over fair value. |
Research and Development | Research and Development The Company expenses its research and development costs as incurred. Research and development expenses consist of costs incurred for company-sponsored research and development activities, as well as support for selected investigator-sponsored research. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred if the technology is not expected to have any alternative future uses other than the specific research and development project for which it was intended. IPR&D that is acquired through an asset acquisition (as opposed to a business combination) and has no alternative future uses and, therefore, no separate economic values, is expensed to research and development costs at the time the costs are incurred. The major components of research and development costs include preclinical study costs, clinical manufacturing costs, clinical study and trial expenses, insurance coverage for clinical trials, expensed licensed technology, expensed IPR&D, consulting, scientific advisors and other third-party costs, salaries and employee benefits, stock-based compensation expense, supplies and materials and allocations of various overhead costs related to our product development efforts. The Company has contracted with third parties to perform various clinical study and trial activities in the development and testing of potential products. The financial terms of these agreements vary from contract to contract and may result in uneven payment flows. The Company accrues for third party expenses based on estimates of the services received and efforts expended during the reporting period. If the actual timing of the performance of the services or the level of effort varies from the estimate, the accrual is adjusted accordingly. The expenses for some third-party services may be recognized on a straight-line basis if the expected costs are expected to be incurred ratably during the period. Payments under the contracts depend on factors such as the achievement of certain events or milestones, the successful enrollment of patients, the allocation of responsibilities among the parties to the agreement, and the completion of portions of the clinical study or trial or similar conditions. Preclinical and clinical study and trial associated activities such as production and testing of clinical material require significant up-front expenditures. |
Income Taxes | Income Taxes The Company records deferred tax liabilities and assets based on the differences between the consolidated financial statements carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse and establishing a valuation allowance when it was more likely than not that some portion or all of the deferred tax assets would not be realized. Income tax expense consists of the tax payable for the period and the change during the period in deferred tax assets and liabilities. Tax benefits from uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company has no material uncertain tax positions for any of the reporting periods presented. |
Loss Per Share | Loss Per Share Basic and diluted loss per common share have been computed by dividing the losses attributable to common stockholders by the weighted average number of common shares outstanding. The Company’s basic and fully diluted loss per share calculations are the same because the increased number of shares that would be included in the diluted calculation from assumed exercise of common stock equivalents would be anti-dilutive to the net loss in each of the years shown in the consolidated financial statements. |
Segment Reporting | Segment Reporting The Company’s chief operating decision maker, who is the chief executive officer, reviews operating results on a consolidated basis to make decisions about allocating resources and assessing performance of the Company. As a result, in accordance with ASC No. 280, Segment Reporting, |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains its cash balances in financial institutions located in the United States. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company’s cash balances are uninsured for deposit accounts that exceed the FDIC insurance limit. In the Company’s business, vendor concentrations could be indicative of vulnerabilities in the Company’s supply chain, which could ultimately impact the Company’s ability to continue its research and development activities. For the years ended December 31, 2022 and 2021, there was no vendor concentration related to the Company’s research and development activities. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between willing market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: • Level 1 Inputs – Valued based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 Inputs – Valued based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. • Level 3 Inputs – Valued based on inputs for which there is little or no market value, which require the reporting entity to develop its own assumptions. The carrying amounts reported on the balance sheet for cash and cash equivalents, accounts receivable, prepaid assets and other current assets, accounts payable and accrued expenses, other current liabilities and other liabilities approximate fair value based due to their short maturities. |
Leases | Leases The Company accounts for its leases under ASC Topic 842, Leases. The Company has elected the practical expedient to not separate non-lease components from the lease components to which they relate and instead account for each as a single lease component for all underlying asset classes. Some leasing arrangements require variable payments that are dependent on usage or may vary for other reasons, such as payments for insurance, tax payments and other miscellaneous costs. The variable portion of payments contemplated in the lease that do not depend on an index or rate are not included in the ROU assets or lease liabilities. Rather, variable payments that do not depend on an index or rate are expensed when the obligation for those payments is incurred and are included in lease expenses. Accordingly, all expenses associated with a lease contract are accounted for as lease expenses. The Company has also elected not to recognize ROU and lease liabilities for short-term leases that have a term of 12 months or less. |
Commitment and Contingencies | Commitment and Contingencies The Company follows ASC No.450-20, Loss Contingencies, |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes stock-based compensation expense for equity awards granted to employees, directors and certain consultants. The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The fair value of stock options granted is recognized as expense over the requisite service period on a straight-lined basis. |
Warrants | Warrants The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging. |
Recent Accounting Standards | Recent Accounting Standards Newly Adopted Accounting Standards: In July 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-05, Leases (Topic 842) – Lessors - Certain Leases with Variable Lease Payments, In May 2021, the FASB issued ASU 2021-04 , Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In November 2021, the FASB issued ASU 2021-10, Disclosures by Business Entities about Government Assistance, Accounting Standards to be Adopted: In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions |
Merger, Disposition and Acqui_2
Merger, Disposition and Acquisition Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Merger, Disposition and Acquisition Transactions [Abstract] | |
Tangible and Intangible Assets Acquired And Liabilities Assumed, Based on Estimated Fair Values | The allocation of the purchase price to the tangible and intangible assets acquired and liabilities deemed to be assumed from Eterna, based on their estimated fair values as of March 25, 2021, is as follows (in thousands): Historical Balance Sheet of Eterna at March 25, 2021 Fair Value Adjustment to Eterna Pre-Merger Assets Purchase Price Allocation Cash and cash equivalents $ 148 $ - $ 148 Accounts receivable 103 - 103 Prepaid expense and other current assets 329 - 329 Property and equipment, net 1,015 - 1,015 Software development costs 1,296 (368 ) 928 Customers - 548 548 Trade name - 299 299 Accounts payable, accrued liabilities and other current liabilities (3,781 ) - (3,781 ) Net assets acquired, excluding goodwill $ (890 ) $ 479 $ (411 ) Total consideration $ 8,178 Net assets acquired, excluding goodwill (411 ) Goodwill $ 8,589 |
Disposition Details | On March 26, 2021, Eterna sold its rights, title and interest in and to the assets relating to the business it operated (under the name NTN Buzztime, Inc.) prior to the Merger to eGames.com in exchange for a purchase price of $2.0 million and assumption of specified liabilities relating to that business. The sale was completed in accordance with the terms of the Asset Purchase Agreement. Details of the Disposition are as follows (in thousands) Proceeds from sale: Cash $ 132 Escrow 50 Assume advance/loans 1,700 Interest on advance/loans 68 Carrying value of assets sold: Cash and cash equivalents (14 ) Accounts receivable (75 ) Prepaids and other current assets (124 ) Property and equipment, net (1,014 ) Software development costs (927 ) Customers (548 ) Trade name (299 ) Goodwill (8,589 ) Other assets (103 ) Liabilities transferred upon sale: Accounts payable and accrued expenses 113 Obligations under finance leases 17 Lease liability 26 Deferred revenue 55 Other current liabilities 149 Transaction costs (265 ) Total loss on sale of assets $ (9,648 ) |
Fair Value of Asset Acquired | The resulting fair value of the asset acquired is as follows (in thousands): Fair Value of Consideration Cash paid $ 22,882 Cash acquired (28 ) Unrestricted shares 36,628 Restricted shares 22,056 Total fair value of consideration paid 81,538 Less amount of cash paid for NoveCite investment (1,000 ) Fair value of IPR&D acquired $ 80,538 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value of Financial Instruments [Abstract] | |
Liabilities Measured at Fair Value | There were no liabilities measured at fair value as of December 31, 2021. The following tables summarize the liabilities that are measured at fair value as of December 31, 2022 (in thousands): As of December 31, 2022 Description Level 1 Level 2 Level 3 Liabilities: Warrant liabilities - Q1-22 Common Warrants $ - $ - $ 331 Total $ - $ - $ 331 |
Changes in Warrant Liabilities | The Company remeasured the fair value of the Q1-22 Common Warrants as of December 31, 2022. The following table presents the changes in the warrant liabilities from the issuance date (in thousands): Q1-22 Pre-Funded Warrants (Level 2) Q1-22 Common Warrants (Level 3) Total Warrant Liabilities Fair value at January 1, 2022 $ - $ - $ - Fair value at March 9, 2022 (issuance date) 2,646 9,943 12,589 Change in fair value of warrant liabilities (1,779 ) (9,612 ) (11,391 ) Exercise of Q1-22 Pre-Funded Warrants (867 ) - (867 ) Fair value at December 31, 2022 $ - $ 331 $ 331 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment [Abstract] | |
Schedule of Property, Equipment | Property and equipment consist of the following (in thousands): As of December 31, 2022 2021 Laboratory and manufacturing equipment $ 28 $ 258 Leasehold improvements - 464 Computer equipment and programs 240 155 268 877 Less accumulated depreciation and amortization (32 ) (207 ) Property and equipment, net $ 236 $ 670 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Net Operating Lease Expense | For the years ended December 31, 2022 and 2021, the net operating lease expenses were as follows (in thousands): Years ended December 31, 2022 2021 Operating lease expense $ 595 $ 688 Sublease income (84 ) (84 ) Variable lease expense 150 19 Total lease expense $ 661 $ 623 |
Operating Lease Right-of-use Assets and Liabilities | The tables below show the beginning balances of the operating ROU assets and lease liabilities as of January 1, 2022 and the ending balances as of December 31, 2022, including the changes during the period (in thousands). Operating Lease ROU Assets Operating lease ROU assets at January 1, 2022 $ 2,567 Initial measurement of ROU asset 1,706 Amortization of operating lease ROU assets (336 ) Impairment of ROU asset (772 ) Remeasurment of ROU asset (813 ) Reclassification from fixed assets to ROU assets 50 Write off of ROU asset due to lease termination (1,372 ) Operating lease ROU assets at December 31, 2022 $ 1,030 Operating Lease Liabilities Operating lease liabilities at January 1, 2022 $ 2,723 Initial measurement of operating lease liabilities 1,706 Principal payments on operating lease liabilties (340 ) Remeasurment of lease liability (1,454 ) Write off of lease liability due to lease termination (1,453 ) Operating lease liabilities at December 31, 2022 1,182 Less non-current portion 887 Current portion at December 31, 2022 $ 295 |
Maturities of Operating Lease Liabilities | The maturities of the operating lease liabilities are as follows (in thousands): As of December 31, 2022 2023 $ 403 2024 272 2025 274 2026 267 2027 163 Thereafter 82 Total payments 1,461 Less imputed interest (279 ) Total operating lease liabilities $ 1,182 |
Future Lease Payments from Sublease Agreement | The following tables shows the future payments the Company expects to receive from the Tenant over the remaining term of the sublease (in thousands): As of December 31, 2022 2023 $ 84 2024 86 2025 88 2026 75 $ 333 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Accrued expenses consisted of the following (in thousands): As of December 31, 2022 2021 Accrued compensation $ 1,065 $ 656 Legal fees and related 1,138 241 Clinical 570 200 Q4-22 PIPE 208 - Other 645 152 Total accrued expenses $ 3,626 $ 1,249 |
Basic and Diluted Loss per Co_2
Basic and Diluted Loss per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Basic and Diluted Loss per Common Share [Abstract] | |
Computation of Diluted Net Loss per Common Share | The following table presents the amount of warrants, stock options, convertible preferred stock and RSUs that were excluded from the computation of diluted net loss per common share for the years ended December 31, 2022 and 2021, as their effect was anti-dilutive (in thousands): Years ended December 31, 2022 2021 Warrants 4,713 - Stock options 359 199 Preferred stock converted into common stock 7 2 RSUs 4 12 Total potential common shares excluded from computation 5,083 213 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation [Abstract] | |
Weighted-Average Assumptions Used for Grants Issued | The following weighted-average assumptions were used for stock options granted during the years ended December 31, 2022 and 2021: Year ended December 31, 2022 2021 Weighted average risk-free rate 2.52 % 1.09 % Weighted average volatility 90.49 % 134.64 % Dividend yield 0 % 0 % Expected term 5.79 years 6.10 years |
Summarizes of Stock Option Activity | The following table summarizes stock option activity for the years ended December 31, 2022 and 2021 (in thousands except for per-share and remaining contractual life data): Outstanding Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding January 1, 2021 - $ - - $ - Granted 199 168.04 Cancelled - - Outstanding December 31, 2021 199 $ 168.04 9.38 $ - Granted 287 17.29 Cancelled (127 ) 140.56 Outstanding December 31, 2022 359 $ 57.18 7.57 $ - Options vested and exercisable at December 31, 2022 146 $ 109.60 4.79 $ - |
Summarizes of RSU Activity | The following table summarizes RSU activity for the years ended December 31, 2022 and 2021 (in thousands except for per-share data): Outstanding Restricted Stock Units Weighted Average Fair Value per Share January 1, 2021 - $ - Granted 12 276.00 December 31, 2021 12 276.00 Granted 55 38.60 Released (3 ) 271.42 Cancelled (60 ) 61.03 December 31, 2022 4 $ 236.36 Balance expected to vest at December 31, 2022 4 |
RSUs Vested and Settled | The following table shows the number of RSUs that vested and were settled during the year ended December 31, 2022, as well as the number of shares of common stock withheld to cover the withholding taxes and the net shares issued upon settlement (in thousands): Year ended December 31, 2022 RSUs vested 3 Common stock withheld to cover taxes (1 ) Common stock issued 2 |
Stock-Based Compensation Expense | For the years ended December 31, 2022 and 2021, the Company recognized stock-based compensation expense as follows (in thousands): Years ended December 31, 2022 2021 Research and development $ 1,249 $ 1,597 General and administrative 1,686 3,638 Total $ 2,935 $ 5,235 |
Equity and Warrants (Tables)
Equity and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity and Warrants [Abstract] | |
Warrant activity | The following table shows the Company’s warrant activity for the year ended December 31, 2022 (in thousands except for per-share data): March 2022 Warrants Pre-Funded Warrants November 2022 Warrants Total Warrants Balance as of January 1, 2022 - - - - Granted 343 68 4,370 4,781 Exercised - (68 ) - (68 ) Balance as of December 31, 2022 343 - 4,370 4,713 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Loss before Income Taxes | Loss before income taxes consist of the following (in thousands): Years ended December 31, 2022 2021 (in thousands) Domestic $ (24,513 ) $ (122,476 ) Foreign (21 ) (5 ) Total loss before income taxes $ (24,534 ) $ (122,481 ) |
Income Tax Provision | For each of the years ended December 31, 2022 and 2021, current tax provisions and current deferred tax provisions were recorded as follows (in thousands): Years ended December 31, 2022 2021 Current Tax Provision Federal $ - $ - State 4 5 Foreign - - 4 5 Deferred Tax Provision Federal (6,851 ) (5,840 ) State (1,602 ) (1,414 ) Foreign (187 ) (1 ) (8,640 ) (7,255 ) Change in valuation allowance 8,681 7,314 Total tax provision for income taxes $ 45 $ 64 |
Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the effects of temporary differences as shown in the table below (in thousands). Deferred tax assets have been fully reserved by a valuation allowance since it is more likely than not that such tax benefits will not be realized. As of December 31, 2022 2021 Deferred Tax Assets: Net operating losses $ 9,382 $ 5,457 Foreign net operating losses 782 595 Stock compensation 2,173 1,312 In-process research and development 1,233 - Capitalized rearch and development expenses 1,502 - R&D credit carryforwards 517 288 Compensation accrual 81 30 ROU Liabilities 334 706 Other 549 - Total gross deferred tax assets 16,553 8,388 Valuation allowance (16,157 ) (7,467 ) Net deferred tax assets 396 921 Deferred Tax Liabilities: Fixed assets (10 ) (168 ) ROU Assets (291 ) (666 ) Intangibles - goodwill (160 ) (112 ) Total deferred tax liabilities (461 ) (946 ) Net deferred taxes $ (65 ) $ (25 ) |
Reconciliation of Computed Expected Income Taxes to Effective Income Taxes | The reconciliation of computed expected income taxes to effective income taxes by applying the federal statutory rate of 21% is as follows: As of December 31, 2022 2021 Tax at federal income tax rate 21.00 % 21.00 % State income tax, net of federal tax 6.52 % 1.15 % Foreign tax differential (0.01 %) 0.00 % Non-deductible expenses/excludable items 6.09 % (16.30 %) Change in valuation allowance (35.38 %) (5.97 %) Credits 0.98 % 0.23 % Uncertain tax positions (0.49 %) 0.00 % Other 1.11 % (0.16 %) Provision for income taxes (0.18 %) (0.05 %) |
Uncertain Tax Positions | The following table summarizes amounts the Company recorded for uncertain tax positions as of December 31, 2022 and 2021 (in thousands): As of December 31, 2022 2021 Beginning balance of uncertain tax positions $ - $ - Additions based on current year’s tax positions 45 - Net changes based on prior year’s tax positions 76 - Ending balance of uncertain tax positions $ 121 $ - |
Organization and Description _2
Organization and Description of Business Operations (Details) - Patents | 12 Months Ended | |
Dec. 31, 2022 | Jul. 16, 2021 | |
Minimum [Member] | ||
Description of Business [Abstract] | ||
Number of patents | 100 | |
NoveCite, INC. [Member] | ||
Description of Business [Abstract] | ||
Percentage of total outstanding equity interests | 25% |
Liquidity and Capital Resourc_2
Liquidity and Capital Resources (Details) | 12 Months Ended | ||||||
Dec. 02, 2022 USD ($) | Nov. 23, 2022 $ / shares shares | Jul. 12, 2022 USD ($) $ / shares | Mar. 06, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Oct. 18, 2022 USD ($) ft² | |
Liquidity and Capital Resources [Abstract] | |||||||
Cash | $ 11,446,000 | $ 16,985,000 | |||||
Accumulated deficit | (165,297,000) | (140,702,000) | |||||
Net loss | (24,579,000) | (122,545,000) | |||||
Net cash used in operating activities | $ (20,976,000) | $ (23,488,000) | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.005 | $ 0.005 | |||||
Aggregate gross purchase price | $ 12,000,000 | ||||||
New Facility Lease [Abstract] | |||||||
Area of office and laboratory space | ft² | 45,500 | ||||||
Letter of credit | $ 4,100,000 | ||||||
Restricted cash | $ 4,100,000 | $ 4,100,000 | |||||
Common Warrants [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 38.2 | ||||||
Warrant exercisable term | 6 months | ||||||
Warrant expiration term | 5 years 6 months | ||||||
Pre-funded Warrants [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.125 | ||||||
PIPE Investor [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Private placement (in shares) | shares | 2,185,000 | 343,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.005 | ||||||
Number of common stock (in shares) | shares | 1 | ||||||
Unit price (in dollars per share) | $ / shares | $ 3.53 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.1 | ||||||
Aggregate gross purchase price | $ 12,000,000 | ||||||
Proceeds from issuance of warrants to purchase of common stock | $ 7,700,000 | ||||||
Warrant exercisable term | 6 months | ||||||
Warrant expiration term | 5 years 6 months | ||||||
PIPE Investor [Member] | Common Warrants [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Private placement (in shares) | shares | 343,000 | ||||||
Number of common stock (in shares) | shares | 1 | 1 | |||||
Warrant exercise price (in dollars per share) | $ / shares | $ 3.28 | ||||||
Aggregate gross purchase price | $ 12,000,000 | ||||||
Warrant exercisable term | 6 months | ||||||
Warrant expiration term | 5 years 6 months | ||||||
PIPE Investor [Member] | Pre-funded Warrants [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Private placement (in shares) | shares | 68,000 | ||||||
Number of common stock (in shares) | shares | 2 | 1 | |||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.1 | ||||||
Proceeds from issuance of warrants to purchase of common stock | $ 7,000 |
Basis of Accounting Presentat_3
Basis of Accounting Presentation and Summary of Significant Accounting Policies, Basis of Accounting Presentation (Details) | Sep. 21, 2022 | Mar. 25, 2021 |
Basis of Presentation [Abstract] | ||
Stock conversion ratio | 0.05 | 0.5 |
Basis of Accounting Presentat_4
Basis of Accounting Presentation and Summary of Significant Accounting Policies, October 2022 Reverse Stock Split (Details) | 12 Months Ended | |||
Sep. 21, 2022 USD ($) shares | Mar. 25, 2021 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Reverse Stock-Split [Abstract] | ||||
Stock conversion ratio | 0.05 | 0.5 | ||
Amount paid for fractional share in connection with reverse stock split | $ | $ 719 | $ 1,000 | $ 0 | |
Number of fractional shares considered in reverse stock split (in shares) | shares | 175 |
Basis of Accounting Presentat_5
Basis of Accounting Presentation and Summary of Significant Accounting Policies, Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Oct. 18, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | |||
Cash equivalents | $ 0 | $ 0 | |
Restricted cash | $ 4,100 | $ 4,100 |
Basis of Accounting Presentat_6
Basis of Accounting Presentation and Summary of Significant Accounting Policies, Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Laboratory and Manufacturing Equipment [Member] | |
Property and Equipment [Abstract] | |
Estimated useful life | 7 years |
Computer Equipment [Member] | |
Property and Equipment [Abstract] | |
Estimated useful life | 3 years |
Basis of Accounting Presentat_7
Basis of Accounting Presentation and Summary of Significant Accounting Policies, Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2022 Segments | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Basis of Accounting Presentat_8
Basis of Accounting Presentation and Summary of Significant Accounting Policies, Recent Accounting Standards (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
CARES Act [Member] | ||
Recent Accounting Standards [Abstract] | ||
Payroll tax refunds included in other receivable | $ 0.6 | $ 0.6 |
Merger, Disposition and Acqui_3
Merger, Disposition and Acquisition Transactions, Merger (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 25, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Merger Agreement [Abstract] | |||
Number of shares of common stock owned by stockholders immediately before the Merger (in shares) | 5,127,000 | 2,601,000 | |
Goodwill | $ 2,044 | $ 2,044 | |
NTN Buzztime, Inc [Member] | |||
Merger Agreement [Abstract] | |||
Percentage of outstanding common stock received by members and financial adviser | 96.35% | ||
Number of common stock issued in exchange of membership interests (in shares) | 1,999,000 | ||
Number of common stock issued as compensation for services (in shares) | 53,000 | ||
Purchase price | $ 8,178 | ||
Closing price of common stock (in dollars per share) | $ 108 | ||
Number of shares of common stock owned by stockholders immediately before the Merger (in shares) | 76,000 | ||
Goodwill | $ 8,589 |
Merger, Disposition and Acqui_4
Merger, Disposition and Acquisition Transactions, Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 25, 2021 | |
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Goodwill | $ 2,044 | $ 2,044 | ||
NTN Buzztime, Inc [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Cash and cash equivalents | $ 148 | |||
Accounts receivable | 103 | |||
Prepaid expense and other current assets | 329 | |||
Property and equipment, net | 1,015 | |||
Software development costs | 1,296 | |||
Accounts payable, accrued liabilities and other current liabilities | (3,781) | |||
Net assets acquired, excluding goodwill | (890) | |||
Total consideration | 8,178 | |||
Goodwill | 8,589 | |||
Cash and cash equivalents obligated to have under merger agreement | 10,000 | |||
Beneficial holders contractual commitments to invest | 10,000 | |||
Percentage of additional rights offering | 5% | |||
Proceeds from right offering | $ 500 | |||
NTN Buzztime, Inc [Member] | Customers [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangible assets | 0 | |||
NTN Buzztime, Inc [Member] | Trade Names [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangible assets | 0 | |||
NTN Buzztime, Inc [Member] | Fair Value Adjustment to Assets [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Cash and cash equivalents | 0 | |||
Accounts receivable | 0 | |||
Prepaid expense and other current assets | 0 | |||
Property and equipment, net | 0 | |||
Software development costs | (368) | |||
Accounts payable, accrued liabilities and other current liabilities | 0 | |||
Net assets acquired, excluding goodwill | 479 | |||
NTN Buzztime, Inc [Member] | Fair Value Adjustment to Assets [Member] | Customers [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangible assets | 548 | |||
NTN Buzztime, Inc [Member] | Fair Value Adjustment to Assets [Member] | Trade Names [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangible assets | 299 | |||
NTN Buzztime, Inc [Member] | Purchase Price Allocation [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Cash and cash equivalents | 148 | |||
Accounts receivable | 103 | |||
Prepaid expense and other current assets | 329 | |||
Property and equipment, net | 1,015 | |||
Software development costs | 928 | |||
Accounts payable, accrued liabilities and other current liabilities | (3,781) | |||
Net assets acquired, excluding goodwill | (411) | |||
NTN Buzztime, Inc [Member] | Purchase Price Allocation [Member] | Customers [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangible assets | 548 | |||
NTN Buzztime, Inc [Member] | Purchase Price Allocation [Member] | Trade Names [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangible assets | $ 299 |
Merger, Disposition and Acqui_5
Merger, Disposition and Acquisition Transactions, Disposition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 26, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities transferred upon sale [Abstract] | |||
Total loss on sale of assets | $ 0 | $ (9,648) | |
NTN Business [Member] | |||
Disposition [Abstract] | |||
Sale of rights, title and interest in and to the assets relating to the business | $ 2,000 | ||
Proceeds from sale [Abstract] | |||
Cash | 132 | ||
Escrow | 50 | ||
Assume advance/loans | 1,700 | ||
Interest on advance/loans | 68 | ||
Carrying value of assets sold [Abstract] | |||
Cash and cash equivalents | (14) | ||
Accounts receivable | (75) | ||
Prepaids and other current assets | (124) | ||
Property and equipment, net | (1,014) | ||
Software development costs | (927) | ||
Goodwill | (8,589) | ||
Other assets | (103) | ||
Liabilities transferred upon sale [Abstract] | |||
Accounts payable and accrued expenses | 113 | ||
Obligations under finance leases | 17 | ||
Lease liability | 26 | ||
Deferred revenue | 55 | ||
Other current liabilities | 149 | ||
Transaction costs | (265) | ||
Total loss on sale of assets | (9,648) | ||
NTN Business [Member] | Customers [Member] | |||
Carrying value of assets sold [Abstract] | |||
Intangible assets | (548) | ||
NTN Business [Member] | Trade Names [Member] | |||
Carrying value of assets sold [Abstract] | |||
Intangible assets | $ (299) |
Merger, Disposition and Acqui_6
Merger, Disposition and Acquisition Transactions, Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jul. 16, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Acquisitions [Abstract] | ||||
Acquisition agreement | $ 5,765 | |||
Cash paid, net | $ 0 | 22,854 | ||
In-process R&D acquired in Novellus asset acquisition | $ 0 | $ 80,538 | ||
Novellus, Ltd. [Member] | ||||
Acquisitions [Abstract] | ||||
Acquisition of common stock (in shares) | 351,000 | |||
Acquisition agreement | $ 102,000 | |||
Share price (in dollars per share) | $ 290.51 | |||
Fair value of shares issued | $ 58,700 | |||
Escrow shares (in shares) | 37,000 | |||
Non-compete period | 5 years | |||
Each lock-up agreement extend term | 3 years | |||
Cash paid, net | $ 22,900 | |||
Lock-up period | 3 years | |||
Unrestricted shares, issued (in shares) | 182,000 | |||
Unrestricted shares, fair value per share (in dollars per share) | $ 201 | |||
Restricted shares, issued (in shares) | 169,000 | |||
Restricted shares, fair value per share (in dollars per share) | $ 130.6 | |||
Percentage of discount on fair value restricted shares | 35% | |||
Cash paid | $ 22,882 | |||
Cash acquired | (28) | |||
Unrestricted shares, value | 36,628 | |||
Restricted shares, value | 22,056 | |||
Total fair value of consideration paid | 81,538 | |||
Less amount of cash paid for NoveCite investment | (1,000) | |||
In-process R&D acquired in Novellus asset acquisition | $ 80,538 | $ 80,500 | ||
Novellus, Ltd. [Member] | Chairman of the Board of Directors, Chief Executive Officer and President [Member] | ||||
Acquisitions [Abstract] | ||||
Lock-up agreements common shares received in acquisition (in shares) | 169,000 | |||
Novellus, Ltd. [Member] | Maximum [Member] | ||||
Acquisitions [Abstract] | ||||
Percentage of common stock subject to the lock-up agreement | 75% | |||
NoveCite, INC. [Member] | ||||
Acquisitions [Abstract] | ||||
Percentage of total outstanding equity interests | 25% |
Merger, Disposition and Acqui_7
Merger, Disposition and Acquisition Transactions, Investment in NoveCite (Details) $ in Thousands | 12 Months Ended | ||
Jul. 16, 2021 USD ($) BoardMember | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Investments [Abstract] | |||
Investment | $ 59 | $ 1,000 | |
NoveCite, INC. [Member] | |||
Investments [Abstract] | |||
Ownership percentage | 25% | ||
Number of board seats | BoardMember | 3 | ||
Investment | $ 1,000 | ||
Losses on investment | $ 900 | $ 500 | |
NoveCite, INC. [Member] | Citius Pharmaceuticals, Inc. [Member] | |||
Investments [Abstract] | |||
Ownership percentage by Citius | 75% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments, Liabilities Measured at Fair Value (Details) - USD ($) | Dec. 02, 2022 | Jul. 12, 2022 | Dec. 31, 2022 | Nov. 23, 2022 | Mar. 09, 2022 | Mar. 06, 2022 | Dec. 31, 2021 |
Liabilities [Abstract] | |||||||
Liabilities, fair value disclosure | $ 0 | ||||||
Warrants outstanding (in shares) | 4,713 | 0 | |||||
PIPE Investor [Member] | |||||||
Liabilities [Abstract] | |||||||
Warrant exercise price (in dollars per share) | $ 0.1 | ||||||
Aggregate exercise price | $ 7,700,000 | ||||||
Pre-funded Warrants [Member] | |||||||
Liabilities [Abstract] | |||||||
Warrants exercisable (in shares) | 68,000 | ||||||
Warrant exercise price (in dollars per share) | $ 0.125 | ||||||
Warrants outstanding (in shares) | 0 | 0 | |||||
Pre-funded Warrants [Member] | PIPE Investor [Member] | |||||||
Liabilities [Abstract] | |||||||
Warrant exercise price (in dollars per share) | $ 0.1 | ||||||
Aggregate exercise price | $ 7,000 | ||||||
Warrants outstanding (in shares) | 0 | ||||||
Common Warrants [Member] | |||||||
Liabilities [Abstract] | |||||||
Warrants exercisable (in shares) | 343,000 | ||||||
Warrant exercise price (in dollars per share) | $ 38.2 | ||||||
Common Warrants [Member] | PIPE Investor [Member] | |||||||
Liabilities [Abstract] | |||||||
Warrants exercisable (in shares) | 68,000 | ||||||
Warrant exercise price (in dollars per share) | $ 3.28 | ||||||
Level 1 [Member] | |||||||
Liabilities [Abstract] | |||||||
Liabilities, fair value disclosure | $ 0 | ||||||
Level 1 [Member] | Common Warrants [Member] | Warrant Liabilities [Member] | |||||||
Liabilities [Abstract] | |||||||
Liabilities, fair value disclosure | 0 | ||||||
Level 2 [Member] | |||||||
Liabilities [Abstract] | |||||||
Liabilities, fair value disclosure | 0 | ||||||
Level 2 [Member] | Common Warrants [Member] | Warrant Liabilities [Member] | |||||||
Liabilities [Abstract] | |||||||
Liabilities, fair value disclosure | 0 | ||||||
Level 3 [Member] | |||||||
Liabilities [Abstract] | |||||||
Liabilities, fair value disclosure | 331,000 | ||||||
Level 3 [Member] | Common Warrants [Member] | Warrant Liabilities [Member] | |||||||
Liabilities [Abstract] | |||||||
Liabilities, fair value disclosure | $ 331,000 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments, Changes in Warrant Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Over-subscription amount received | $ 600 |
Gross proceeds received | 12,000 |
Fair value, beginning of period | 0 |
Fair value at March 9, 2022 (issuance date) | 12,589 |
Change in fair value of warrant liabilities | (11,391) |
Exercise of Q1-22 pre-funded warrants (in shares) | (867) |
Fair value, end of period | 331 |
Level 2 [Member] | Pre-funded Warrants [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value, beginning of period | 0 |
Fair value at March 9, 2022 (issuance date) | 2,646 |
Change in fair value of warrant liabilities | (1,779) |
Exercise of Q1-22 pre-funded warrants (in shares) | (867) |
Fair value, end of period | 0 |
Level 3 [Member] | Common Warrants [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value, beginning of period | 0 |
Fair value at March 9, 2022 (issuance date) | 9,943 |
Change in fair value of warrant liabilities | (9,612) |
Exercise of Q1-22 pre-funded warrants (in shares) | 0 |
Fair value, end of period | $ 331 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment, Gross [Abstract] | ||
Property and equipment, gross | $ 268,000 | $ 877,000 |
Less accumulated depreciation and amortization | (32,000) | (207,000) |
Property and equipment, net | 236,000 | 670,000 |
Loss on disposal of fixed assets | 280,000 | 13,000 |
Net book value of fixed assets | 600,000 | |
Proceeds from sales of fixed assets | 250,000 | 0 |
Depreciation expenses | 161,000 | 117,000 |
Laboratory and Manufacturing Equipment [Member] | ||
Property, Plant and Equipment, Gross [Abstract] | ||
Property and equipment, gross | 28,000 | 258,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Gross [Abstract] | ||
Property and equipment, gross | 0 | 464,000 |
Computer Equipment and Programs [Member] | ||
Property, Plant and Equipment, Gross [Abstract] | ||
Property and equipment, gross | $ 240,000 | $ 155,000 |
Leases, Operating Lease (Detail
Leases, Operating Lease (Details) | 12 Months Ended | ||||||||
Jan. 09, 2023 USD ($) | Dec. 29, 2022 USD ($) | Oct. 18, 2022 USD ($) ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 ft² | Mar. 25, 2022 USD ($) | Mar. 05, 2022 USD ($) | |
Leases [Abstract] | |||||||||
Commitment to purchase equipment | $ 50,000 | ||||||||
Security deposit | $ 63,000 | ||||||||
ROU asset balance | $ 800,000 | $ 1,030,000 | $ 2,567,000 | $ 0 | $ 1,400,000 | ||||
Lease liability | 200,000 | $ 1,182,000 | 2,723,000 | $ 1,500,000 | |||||
Operating lease area | ft² | 5,200 | ||||||||
Lease term | 62 months | ||||||||
Initial measurement of operating lease ROU assets | $ 1,706,000 | ||||||||
Initial measurement of operating lease liabilities | 1,706,000 | ||||||||
Impairment of ROU asset | 772,000 | $ 0 | |||||||
Lease termination fee payable | 100,000 | ||||||||
Decrease in lease liability | $ (1,400,000) | ||||||||
Lease liability adjustment recognized as general and administrative expense | $ 600,000 | ||||||||
Area of premises | ft² | 45,500 | ||||||||
Term of sublease | 62 months | ||||||||
Letter of credit | $ 4,100,000 | ||||||||
Subsequent Event [Member] | |||||||||
Leases [Abstract] | |||||||||
Lease termination fee paid | $ 100,000 | ||||||||
E.R. Squibb & Sons, L.L.C. [Member] | |||||||||
Leases [Abstract] | |||||||||
ROU asset balance | $ 0 | ||||||||
Lease liability | $ 0 | ||||||||
Lease term | 10 years | ||||||||
Area of premises | ft² | 45,500 | ||||||||
Term of sublease | 10 years | ||||||||
Extension term of sublease | 5 years | ||||||||
Monthly base rent payable | $ 500,000 | ||||||||
Incremental base rental payment | 63,000,000 | ||||||||
Tenant improvement allowance per rentable square foot | $ 190 | ||||||||
Tenant improvement allowance | 8,600,000 | ||||||||
E.R. Squibb & Sons, L.L.C. [Member] | Other Assets [Member] | |||||||||
Leases [Abstract] | |||||||||
Sublease cost | 600,000 | ||||||||
Sublease cost for tenant improvements | 500,000 | ||||||||
Cost Related to Issuance of Letter of Credit | $ 100,000 | ||||||||
E.R. Squibb & Sons, L.L.C. [Member] | Letter of Credit [Member] | |||||||||
Leases [Abstract] | |||||||||
Letter of credit | $ 4,100,000 |
Leases, Net Operating Lease Exp
Leases, Net Operating Lease Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net Operating Lease Expense [Abstract] | ||
Operating lease expense | $ 595 | $ 688 |
Sublease income | (84) | (84) |
Variable lease expense | 150 | 19 |
Total lease expense | $ 661 | $ 623 |
Leases, Operating Lease Right-o
Leases, Operating Lease Right-of-use Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Lease, Asset [Abstract] | ||
Operating lease ROU assets, Beginning | $ 2,567 | |
Initial measurement of ROU asset | 1,706 | |
Amortization of operating lease ROU assets | (336) | $ (342) |
Impairment of ROU asset | (772) | 0 |
Remeasurement of ROU asset | (813) | |
Reclassification from fixed assets to ROU assets | 50 | |
Write off of ROU asset due to lease termination | (1,372) | |
Operating lease ROU assets, Ending | 1,030 | 2,567 |
Operating Lease, Liability [Abstract] | ||
Operating lease liabilities, Beginning | 2,723 | |
Initial measurement of operating lease liabilities | 1,706 | |
Principal payments on operating lease liabilities | (340) | |
Remeasurement of lease liability | (1,454) | |
Write off of lease liability due to lease termination | (1,453) | |
Operating lease liabilities, Ending | 1,182 | 2,723 |
Less non-current portion | 887 | 2,297 |
Current portion | $ 295 | $ 426 |
Leases, Maturities of Operating
Leases, Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 29, 2022 | Mar. 25, 2022 | Dec. 31, 2021 |
Weighted Average Remaining Lease Term and Discount Rate [Abstract] | ||||
Weighted average remaining lease term (years) | 4 years 6 months | |||
Weighted average discount rate | 9.98% | |||
Maturities of Operating Lease Liabilities [Abstract] | ||||
2023 | $ 403 | |||
2024 | 272 | |||
2025 | 274 | |||
2026 | 267 | |||
2027 | 163 | |||
Thereafter | 82 | |||
Total payments | 1,461 | |||
Less: Imputed interest | (279) | |||
Total operating lease liabilities | $ 1,182 | $ 200 | $ 1,500 | $ 2,723 |
Leases, Sublease Agreement (Det
Leases, Sublease Agreement (Details) $ in Thousands | 12 Months Ended | ||
Apr. 18, 2019 ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Leases [Abstract] | |||
Currently rented area | ft² | 999 | ||
Percentage of annual rent increase | 2.25% | ||
Future Lease Payments, Sublease Agreement [Abstract] | |||
2023 | $ 84 | ||
2024 | 86 | ||
2025 | 88 | ||
2026 | 75 | ||
Total | 333 | ||
Sublease payments received | $ 100 | $ 100 |
In-Process Research & Develop_2
In-Process Research & Development and Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | |
In-Process Research & Development and Goodwill [Abstract] | |||
In-process research and development | $ 0 | $ 5,990 | $ 6,000 |
Non-cash impairment charges | 5,990 | 0 | |
Goodwill | $ 2,044 | $ 2,044 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 12 Months Ended | |||||||
Dec. 02, 2022 USD ($) | Nov. 23, 2022 $ / shares shares | Oct. 08, 2022 USD ($) | Jul. 12, 2022 USD ($) $ / shares | Mar. 06, 2022 $ / shares shares | Oct. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) Installment | Dec. 31, 2021 USD ($) | |
Related Party Transaction [Abstract] | |||||||||
Research and development expense | $ 10,392,000 | $ 12,705,000 | |||||||
Common Warrants [Member] | |||||||||
Q4-22 PIPE Transaction [Abstract] | |||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 38.2 | ||||||||
Warrant exercisable term | 6 months | ||||||||
Warrant expiration term | 5 years 6 months | ||||||||
Pre-funded Warrants [Member] | |||||||||
Q4-22 PIPE Transaction [Abstract] | |||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.125 | ||||||||
PIPE Investor [Member] | |||||||||
Q4-22 PIPE Transaction [Abstract] | |||||||||
Private placement (in shares) | shares | 2,185,000 | 343,000 | |||||||
Number of common stock (in shares) | shares | 1 | ||||||||
Unit price (in dollars per share) | $ / shares | $ 3.53 | ||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.1 | ||||||||
Proceeds from issuance of warrants to purchase of common stock | $ 7,700,000 | ||||||||
Warrant exercisable term | 6 months | ||||||||
Warrant expiration term | 5 years 6 months | ||||||||
PIPE Investor [Member] | Common Warrants [Member] | |||||||||
Q4-22 PIPE Transaction [Abstract] | |||||||||
Private placement (in shares) | shares | 343,000 | ||||||||
Number of common stock (in shares) | shares | 1 | 1 | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 3.28 | ||||||||
Warrant exercisable term | 6 months | ||||||||
Warrant expiration term | 5 years 6 months | ||||||||
PIPE Investor [Member] | Pre-funded Warrants [Member] | |||||||||
Q4-22 PIPE Transaction [Abstract] | |||||||||
Private placement (in shares) | shares | 68,000 | ||||||||
Number of common stock (in shares) | shares | 2 | 1 | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.1 | ||||||||
Proceeds from issuance of warrants to purchase of common stock | $ 7,000 | ||||||||
Factor Bioscience Inc. [Member] | |||||||||
Related Party Transaction [Abstract] | |||||||||
Master services agreement, initial fees payable | $ 5,000,000 | ||||||||
Number of monthly installments for fees payable | Installment | 12 | ||||||||
Monthly installment fees amount | 400,000 | ||||||||
Initial license fees obligation | 3,500,000 | ||||||||
Monthly master services agreement fees payable initial 12-month | 400,000 | ||||||||
Deposit paid to be applied to last month of first work order | 400,000 | ||||||||
Notice period for first termination of contract | 120 days | ||||||||
Notice period for superseding termination provisions | 30 days | ||||||||
Agreed waive payment | 3,500,000 | ||||||||
Research and development expense | $ 3,500,000 | ||||||||
Remaining license fee obligation | $ 3,000,000 | ||||||||
Reimburse costs incurred or paid | $ 100,000 | ||||||||
Exacis Biotherapeutics, Inc. [Member] | |||||||||
Exacis Option Agreement [Abstract] | |||||||||
Payment of option fee | $ 300,000 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses [Abstract] | ||
Accrued compensation | $ 1,065 | $ 656 |
Legal fees and related | 1,138 | 241 |
Clinical | 570 | 200 |
Q4-22 PIPE | 208 | 0 |
Other | 645 | 152 |
Total accrued expenses | $ 3,626 | $ 1,249 |
Debt (Details)
Debt (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | May 04, 2020 | Dec. 31, 2018 | |
Debt Instrument [Abstract] | ||||
Principal payment of outstanding notes payable | $ 0 | $ 410,000 | ||
IRX Notes [Member] | ||||
Debt Instrument [Abstract] | ||||
Loans payable | 0 | $ 400,000 | ||
Principal payment of outstanding notes payable | 400,000 | |||
Payment of accrued and unpaid interest | 200,000 | |||
Eterna LLC Paycheck Protection Program [Member] | ||||
Debt Instrument [Abstract] | ||||
Principal amount | $ 300,000 | |||
Interest rate | 1% | |||
Gain on extinguishment of debt | $ 300,000 | |||
Term loan amount | $ 0 |
Commitments and Contingencies,
Commitments and Contingencies, Legal Matters (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Legal Matters [Abstract] | |
Aggregate settlement amount payable | $ 0.5 |
Litigation settlement, amount | $ 1.2 |
Commitments and Contingencies_2
Commitments and Contingencies, Licensing Agreements (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Dec. 31, 2022 | |
Exclusive Factor License Agreement [Member] | ||
Licensing Agreements [Abstract] | ||
License agreement term | 5 years | |
License agreement extension term | 2 years 6 months | |
Threshold income for automatic extension of license period | $ 100 | |
Percentage of sublicense fee payable by company before expiration date | 20% | |
Percentage of sublicense fee payable by company during renewal term | 30% | |
University of South Florida [Member] | ||
Licensing Agreements [Abstract] | ||
Percentage of royalty payable | 7% |
Commitments and Contingencies_3
Commitments and Contingencies, Royalty Agreements (Details) | 1 Months Ended | |
Mar. 22, 2021 | Nov. 30, 2018 | |
Investor Royalty Agreement [Member] | ||
Royalty Agreements [Abstract] | ||
Percentage of royalty receive equal to revenues from sale of business | 4% | |
Percentage of payment of additional royalty on gross sales | 1% | |
Collaborator Royalty Agreement [Member] | ||
Royalty Agreements [Abstract] | ||
Percentage of royalty payable | 6% |
Commitments and Contingencies_4
Commitments and Contingencies, Retirement Savings Plan (Details) | 12 Months Ended | |
Jan. 01, 2023 | Dec. 31, 2022 | |
Maximum [Member] | ||
Defined Contribution Plan [Abstract] | ||
Employees contribution, deferral percentage of their pay on a pre-tax basis | 90% | |
401K [Member] | Subsequent Event [Member] | ||
Defined Contribution Plan [Abstract] | ||
Employer matching contribution up to first 3% | 100% | |
Employee contribution threshold for matching percentage | 3% | |
Employer matching contribution in excess of first 2% | 50% | |
Deferred compensation matched by employer, next match | 2% | |
401K [Member] | Maximum [Member] | Subsequent Event [Member] | ||
Defined Contribution Plan [Abstract] | ||
Maximum employer matching contribution | 4% |
Basic and Diluted Loss per Co_3
Basic and Diluted Loss per Common Share (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Anti-dilutive Securities [Abstract] | ||
Total potential common shares excluded from computation (in shares) | 5,083 | 213 |
Warrants [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Total potential common shares excluded from computation (in shares) | 4,713 | 0 |
Stock Options [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Total potential common shares excluded from computation (in shares) | 359 | 199 |
Preferred Stock Converted into Common Stock [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Total potential common shares excluded from computation (in shares) | 7 | 2 |
RSUs [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Total potential common shares excluded from computation (in shares) | 4 | 12 |
Stock-Based Compensation, Equit
Stock-Based Compensation, Equity Incentive Plans (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options [Member] | |||
Stock-based Compensation [Abstract] | |||
Stock option outstanding (in shares) | 359,000 | 199,000 | 0 |
2020 Equity Incentive Plan [Member] | |||
Stock-based Compensation [Abstract] | |||
Stock-based compensation shares authorized (in shares) | 256,000 | ||
Percentage of number of shares of common stock outstanding | 5% | ||
Number of shares issued (in shares) | 0 | ||
Number of common stock shares to be issued (in shares) | 166,000 | ||
Stock option outstanding (in shares) | 258,000 | ||
Restricted stock units outstanding (in shares) | 0 | ||
2020 Equity Incentive Plan [Member] | Stock Options [Member] | |||
Stock-based Compensation [Abstract] | |||
Stock-based compensation shares authorized (in shares) | 424,000 | ||
2020 Equity Incentive Plan [Member] | Incentive Stock Options [Member] | Maximum [Member] | |||
Stock-based Compensation [Abstract] | |||
Stock based compensation stock option term period | 10 years | ||
2020 Equity Incentive Plan [Member] | Nonqualified Stock Options [Member] | Maximum [Member] | |||
Stock-based Compensation [Abstract] | |||
Stock based compensation stock option term period | 10 years | ||
2021 Inducement Plan [Member] | |||
Stock-based Compensation [Abstract] | |||
Number of common stock shares to be issued (in shares) | 57,000 | ||
Stock option outstanding (in shares) | 12,000 | ||
Restricted stock units outstanding (in shares) | 4,000 | ||
2021 Inducement Plan [Member] | Maximum [Member] | |||
Stock-based Compensation [Abstract] | |||
Stock-based compensation shares authorized (in shares) | 75,000 |
Stock-Based Compensation, Weigh
Stock-Based Compensation, Weighted-Average Assumptions Used for Grants Issued (Details) - Stock Options [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Weightage-Average Assumptions Used for Stock Options Granted [Abstract] | ||
Weighted average risk-free rate | 2.52% | 1.09% |
Weighted average volatility | 90.49% | 134.64% |
Dividend yield | 0% | 0% |
Expected term | 5 years 9 months 14 days | 6 years 1 month 6 days |
Stock-Based Compensation, Stock
Stock-Based Compensation, Stock Option Activity (Details) - Stock Options [Member] - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Option Share [Roll Forward] | ||
Outstanding, beginning balance (in shares) | 199 | 0 |
Granted (in shares) | 287 | 199 |
Cancelled (in shares) | (127) | 0 |
Outstanding, ending balance (in shares) | 359 | 199 |
Weighted Average Exercise Price per Share [Abstract] | ||
Outstanding, beginning balance (in dollars per share) | $ 168.04 | $ 0 |
Granted (in dollars per share) | 17.29 | 168.04 |
Cancelled (in dollars per share) | 140.56 | 0 |
Outstanding, ending balance (in dollars per share) | $ 57.18 | $ 168.04 |
Weighted Average Remaining Contractual Life [Abstract] | ||
Weighted-average remaining contractual life, outstanding | 7 years 6 months 25 days | 9 years 4 months 17 days |
Aggregate Intrinsic Value [Abstract] | ||
Outstanding, beginning balance | $ 0 | $ 0 |
Outstanding, ending balance | $ 0 | $ 0 |
Options Vested and Exercisable [Abstract] | ||
Options vested and exercisable, Outstanding (in shares) | 146 | |
Options vested and exercisable, Weighted average exercise price (in dollars per share) | $ 109.6 | |
Options vested and exercisable, weighted average remaining contractual life | 4 years 9 months 14 days | |
Options vested and exercisable, aggregate intrinsic value | $ 0 |
Stock-Based Compensation, Summa
Stock-Based Compensation, Summary of Stock Options (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-based Compensation [Abstract] | |||
Stock-based compensation expense | $ 2,935,000 | $ 5,235,000 | |
Stock Options [Member] | |||
Stock-based Compensation [Abstract] | |||
Weighted average grant date fair value (in dollars per share) | $ 12.91 | $ 151.4 | |
Incremental fair value of stock options recognized | $ 100,000 | ||
Stock-based compensation expense | 100,000 | ||
Unamortized stock-based compensation expense | $ 3.2 | ||
Weighted average remaining requisite service period | 2 years 8 months 12 days | ||
Stock Options [Member] | Minimum [Member] | |||
Stock-based Compensation [Abstract] | |||
Exercise period of extended post-termination | 90 days | ||
Stock Options [Member] | Maximum [Member] | |||
Stock-based Compensation [Abstract] | |||
Exercise period of extended post-termination | 36 months | ||
Time Based Stock Option [Member] | |||
Stock-based Compensation [Abstract] | |||
Number of accelerated vesting stock option (in shares) | 40,000 | ||
Performance Based Stock Option [Member] | |||
Stock-based Compensation [Abstract] | |||
Number of accelerated vesting stock option (in shares) | 21,000 |
Stock-Based Compensation, RSUs
Stock-Based Compensation, RSUs (Details) - RSU [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Outstanding Restricted Stock Units [Roll Forward] | ||
Outstanding, Beginning balance (in shares) | 12 | 0 |
Granted (in shares) | 55 | 12 |
Released (in shares) | (3) | 0 |
Cancelled (in shares) | (60) | |
Outstanding, Ending balance (in shares) | 4 | 12 |
Balance expected to vest (in shares) | 4 | |
Weighted Average Fair Value Per Share [Abstract] | ||
Weighted Average Fair Value Per Share, Beginning balance (in dollars per share) | $ 276 | $ 0 |
Granted (in dollars per share) | 38.6 | 276 |
Released (in dollars per share) | 271.42 | |
Cancelled (in dollars per share) | 61.03 | |
Weighted Average Fair Value Per Share, Ending balance (in dollars per share) | $ 236.36 | $ 276 |
Stock-Based Compensation, Numbe
Stock-Based Compensation, Number of RSUs Vested and Settled (Details) - RSUs [Member] - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of RSUs Vested and Settled [Abstract] | ||
RSUs vested (in shares) | 3 | 0 |
Common stock withheld to cover taxes (in shares) | (1) | |
Common stock issued (in shares) | 2 |
Stock-Based Compensation, Restr
Stock-Based Compensation, Restricted Stock (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-based Compensation [Abstract] | |||
Stock based compensation expense | $ 2,935 | $ 5,235 | |
Restricted Common Units [Member] | |||
Stock-based Compensation [Abstract] | |||
Restricted stock replaced during the period (in shares) | 3,000 | ||
Number of RSUs cancelled (in shares) | 60,000 | ||
Number of stock units awards outstanding (in shares) | 4,000 | 12,000 | 0 |
Restricted Common Shares [Member] | |||
Stock-based Compensation [Abstract] | |||
Restricted stock replaced during the period (in shares) | 32,000 | ||
Stock based compensation expense | $ 300 | ||
Number of RSUs cancelled (in shares) | 4,000 | ||
Number of stock units awards outstanding (in shares) | 0 |
Stock-Based Compensation, Sto_2
Stock-Based Compensation, Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation Expense [Abstract] | ||
Stock-based compensation expense | $ 2,935 | $ 5,235 |
Research and Development [Member] | ||
Stock-Based Compensation Expense [Abstract] | ||
Stock-based compensation expense | 1,249 | 1,597 |
General and Administrative [Member] | ||
Stock-Based Compensation Expense [Abstract] | ||
Stock-based compensation expense | $ 1,686 | $ 3,638 |
Equity and Warrants, Private Pl
Equity and Warrants, Private Placement of Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Dec. 02, 2022 | Nov. 23, 2022 | Jul. 14, 2022 | Jul. 12, 2022 | Mar. 06, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | |
Private Placement of Equity [Abstract] | |||||||
Aggregate gross purchase price | $ 12,000,000 | ||||||
Warrants fair value | 12,589,000 | ||||||
Over-subscription amount received | $ 600,000 | ||||||
Warrants [Member] | |||||||
Private Placement of Equity [Abstract] | |||||||
Warrant exercise price (in dollars per share) | $ 5.82 | ||||||
Warrants outstanding weighted average contractual life | 5 years 4 months 13 days | ||||||
Q1-22 Common Warrants [Member] | |||||||
Private Placement of Equity [Abstract] | |||||||
Warrant exercise price (in dollars per share) | $ 38.2 | ||||||
Percentage of warrants exercisable | 4.99% | ||||||
Warrant exercisable term | 6 months | ||||||
Warrant expiration term | 5 years 6 months | ||||||
Pre-funded Warrants [Member] | |||||||
Private Placement of Equity [Abstract] | |||||||
Warrant exercise price (in dollars per share) | $ 0.125 | ||||||
Q4-22 PIPE Investor [Member] | |||||||
Private Placement of Equity [Abstract] | |||||||
Private placement (in shares) | 2,185,000 | ||||||
Number of common stock (in shares) | 1 | ||||||
Proceeds from issuance of warrants to purchase of common stock | $ 7,700,000 | ||||||
Warrant exercise price (in dollars per share) | $ 3.28 | ||||||
Unit price (in dollars per share) | $ 3.53 | ||||||
Warrant exercisable term | 6 months | ||||||
Warrant expiration term | 5 years 6 months | ||||||
Aggregate exercise price | 7,700,000 | ||||||
Transaction fees | $ 300,000 | ||||||
Q4-22 PIPE Investor [Member] | Maximum [Member] | |||||||
Private Placement of Equity [Abstract] | |||||||
Percentage of warrants exercisable | 9.99% | ||||||
Q4-22 PIPE Investor [Member] | Q4-22 Common Warrants [Member] | |||||||
Private Placement of Equity [Abstract] | |||||||
Warrant exercise price (in dollars per share) | $ 0.125 | ||||||
Number of warrants in each unit | 2 | ||||||
Q4-22 PIPE Investor [Member] | Q1-22 Common Warrants [Member] | |||||||
Private Placement of Equity [Abstract] | |||||||
Percentage of warrants exercisable | 4.99% | ||||||
Q1-22 PIPE Investor [Member] | |||||||
Private Placement of Equity [Abstract] | |||||||
Private placement (in shares) | 2,185,000 | 343,000 | |||||
Number of common stock (in shares) | 1 | ||||||
Aggregate gross purchase price | $ 12,000,000 | ||||||
Proceeds from issuance of warrants to purchase of common stock | 7,700,000 | ||||||
Warrant exercise price (in dollars per share) | $ 0.1 | ||||||
Unit price (in dollars per share) | $ 3.53 | ||||||
Percentage of warrants exercisable | 9.99% | ||||||
Warrant exercisable term | 6 months | ||||||
Warrant expiration term | 5 years 6 months | ||||||
Aggregate exercise price | $ 7,700,000 | ||||||
Warrants fair value | $ 12,600,000 | ||||||
Over-subscription amount received | $ 600,000 | ||||||
Obligation to pay liquidated damages per month | 2% | ||||||
Transaction fees | $ 1,000,000 | ||||||
Aggregate calendar days | 15 days | ||||||
Estimated contingent loss | $ 200,000 | ||||||
Liquidated damages payment | $ 200,000 | ||||||
Q1-22 PIPE Investor [Member] | Maximum [Member] | |||||||
Private Placement of Equity [Abstract] | |||||||
Obligated to pay liquidated damages percentage | 12% | ||||||
Q1-22 PIPE Investor [Member] | Common Stock [Member] | |||||||
Private Placement of Equity [Abstract] | |||||||
Private placement (in shares) | 275,000 | ||||||
Q1-22 PIPE Investor [Member] | Q1-22 Common Warrants [Member] | |||||||
Private Placement of Equity [Abstract] | |||||||
Private placement (in shares) | 343,000 | ||||||
Number of common stock (in shares) | 1 | 1 | |||||
Aggregate gross purchase price | $ 12,000,000 | ||||||
Variable rate transaction period | 1 year | ||||||
Warrant exercise price (in dollars per share) | $ 3.28 | ||||||
Warrant exercisable term | 6 months | ||||||
Warrant expiration term | 5 years 6 months | ||||||
Warrants exercised (in shares) | 0.7 | ||||||
Q1-22 PIPE Investor [Member] | Pre-funded Warrants [Member] | |||||||
Private Placement of Equity [Abstract] | |||||||
Private placement (in shares) | 68,000 | ||||||
Number of common stock (in shares) | 2 | 1 | |||||
Proceeds from issuance of warrants to purchase of common stock | $ 7,000 | ||||||
Warrant exercise price (in dollars per share) | $ 0.1 | ||||||
Warrants exercised (in shares) | 68,000 | ||||||
Aggregate exercise price | $ 7,000 |
Equity and Warrants,Warrants ac
Equity and Warrants,Warrants activity (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
Warrant Activity Abstract | |
Beginning balance (in shares) | 0 |
Granted (in shares) | 4,781 |
Exercised (in shares) | (68) |
Ending balance (in shares) | 4,713 |
March 2022 Warrants [Member] | |
Warrant Activity Abstract | |
Beginning balance (in shares) | 0 |
Granted (in shares) | 343 |
Exercised (in shares) | 0 |
Ending balance (in shares) | 343 |
Pre-funded Warrants [Member] | |
Warrant Activity Abstract | |
Beginning balance (in shares) | 0 |
Granted (in shares) | 68 |
Exercised (in shares) | (68) |
Ending balance (in shares) | 0 |
November 2022 Warrants [Member] | |
Warrant Activity Abstract | |
Beginning balance (in shares) | 0 |
Granted (in shares) | 4,370 |
Exercised (in shares) | 0 |
Ending balance (in shares) | 4,370 |
Equity and Warrants, Equity Lin
Equity and Warrants, Equity Line Offerings (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
May 26, 2021 | Apr. 26, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Private Placement Offerings [Abstract] | ||||
Proceeds from sale of common stock | $ 19,706 | $ 0 | ||
Number of shares authorized to sale in regular purchase (in shares) | 100,000,000 | 100,000,000 | ||
Maximum [Member] | ||||
Private Placement Offerings [Abstract] | ||||
Maximum commitment in any single regular purchase | $ 2,000 | |||
First Purchase Agreement [Member] | ||||
Private Placement Offerings [Abstract] | ||||
Gross proceeds | $ 20,000 | |||
First Purchase Agreement [Member] | Lincoln Park [Member] | ||||
Private Placement Offerings [Abstract] | ||||
Common stock, shares issued in consideration for purchase commitment (in shares) | 56,000 | |||
First Purchase Agreement [Member] | Lincoln Park [Member] | Maximum [Member] | ||||
Private Placement Offerings [Abstract] | ||||
Proceeds from sale of common stock | $ 20,000 | |||
Second Purchase Agreement [Member] | ||||
Private Placement Offerings [Abstract] | ||||
Common stock issued and sold during period (in shares) | 121,000 | |||
Gross proceeds | $ 34,000 | |||
Number of remaining shares to be sold (in shares) | 22,000 | |||
Second Purchase Agreement [Member] | Maximum [Member] | ||||
Private Placement Offerings [Abstract] | ||||
Number of shares authorized to sale in regular purchase (in shares) | 3,000 | 6,000 | ||
Beneficial ownership percentage on total outstanding shares that prohibits company to direct share purchases | 4.99% | |||
Second Purchase Agreement [Member] | Lincoln Park [Member] | Maximum [Member] | ||||
Private Placement Offerings [Abstract] | ||||
Proceeds from sale of common stock | $ 40,000 |
Equity and Warrants, Merger (De
Equity and Warrants, Merger (Details) - shares | 12 Months Ended | |
Mar. 25, 2021 | Dec. 31, 2021 | |
Merger [Abstract] | ||
Stock issued, shares, acquisition (in shares) | 53,000 | |
Common Class A [Member] | ||
Merger [Abstract] | ||
Number of shares issued in merger agreement (in shares) | 87,000 | |
Number of shares converted to common stock (in shares) | 1,114,000 | |
Common Class B [Member] | ||
Merger [Abstract] | ||
Number of shares issued in merger agreement (in shares) | 15,000,000 | |
Number of shares converted to common stock (in shares) | 126,000 | |
Common Class C [Member] | ||
Merger [Abstract] | ||
Number of shares issued in merger agreement (in shares) | 10,000,000 | |
Number of shares converted to common stock (in shares) | 84,000 | |
Number of rights options issued (in shares) | 10,500,000 | |
Number of rights options converted (in shares) | 591,000 | |
Common Stock [Member] | ||
Merger [Abstract] | ||
Number of shares issued in merger agreement (in shares) | 630,000 | |
Number of shares converted to common stock (in shares) | 31,000 | |
Stock issued, shares, acquisition (in shares) | 76,000 |
Equity and Warrants, Acquisitio
Equity and Warrants, Acquisition (Details) - Novellus, Ltd. [Member] | Jul. 16, 2021 shares |
Acquisitions [Abstract] | |
Acquisition of common stock (in shares) | 351,000 |
Unrestricted shares, issued (in shares) | 182,000 |
Each lock-up agreement extend term | 3 years |
Maximum [Member] | |
Acquisitions [Abstract] | |
Percentage of common stock subject to the lock-up agreement | 75% |
Chair of the Board of Directors, Chief Executive Officer and President [Member] | |
Acquisitions [Abstract] | |
Lock-up agreements shares received in acquisition (in shares) | 169,000 |
Equity and Warrants, Cumulative
Equity and Warrants, Cumulative Convertible Preferred Stock (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | |
Cumulative Convertible Preferred Stock [Abstract] | ||
Preferred stock Series A, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock series A, shares issued (in shares) | 156,000 | 156,000 |
Preferred stock series A, shares outstanding (in shares) | 156,000 | 156,000 |
Dividend paid in cash | $ | $ 16,000 | $ 8,000 |
Number of shares converted (in shares) | 0 | |
Series A Cumulative Convertible Preferred Stock [Member] | ||
Cumulative Convertible Preferred Stock [Abstract] | ||
Preferred stock Series A, shares authorized (in shares) | 156,000 | |
Preferred stock series A, shares issued (in shares) | 156,000 | |
Preferred stock series A, shares outstanding (in shares) | 156,000 | |
Cumulative annual dividend payable per share (in dollars per share) | $ / shares | $ 0.1 | |
Dividend paid in cash | $ | $ 16,000 | $ 8,000 |
Shares issued for payment of dividends (in shares) | 10 | |
Preferred stock, liquidation preference per share (in dollars per share) | $ / shares | $ 1 | |
Preferred stock, conversion rate | 23.9988 | |
Common Stock [Member] | ||
Cumulative Convertible Preferred Stock [Abstract] | ||
Dividend paid in cash | $ | $ 0 | $ 0 |
Shares issued for payment of dividends (in shares) | 0 | 0 |
Each preferred stock converted into common stock (in shares) | 0.04 | |
Aggregate preferred stock to be convert into common stock (in shares) | 6,000 | |
Number of shares converted (in shares) | 0 |
Income Taxes, Loss before Incom
Income Taxes, Loss before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loss before Income Taxes [Abstract] | ||
Domestic | $ (24,513) | $ (122,476) |
Foreign | (21) | (5) |
Loss before income taxes | $ (24,534) | $ (122,481) |
Income Taxes, Components of Inc
Income Taxes, Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current Tax Provision [Abstract] | ||
Federal | $ 0 | $ 0 |
State | 4 | 5 |
Foreign | 0 | 0 |
Current income tax provision | 4 | 5 |
Deferred Tax Provision [Abstract] | ||
Federal | (6,851) | (5,840) |
State | (1,602) | (1,414) |
Foreign | (187) | (1) |
Deferred Income tax provision | (8,640) | (7,255) |
Change in valuation allowance | 8,681 | 7,314 |
Total tax provision for income taxes | $ 45 | $ 64 |
Income Taxes, Deferred Tax Asse
Income Taxes, Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets: [Abstract] | ||
Net operating losses | $ 9,382 | $ 5,457 |
Foreign net operating losses | 782 | 595 |
Stock compensation | 2,173 | 1,312 |
In-process research and development | 1,233 | 0 |
Capitalized research and development expenses | 1,502 | 0 |
R&D credit carryforwards | 517 | 288 |
Compensation accrual | 81 | 30 |
ROU Liabilities | 334 | 706 |
Other | 549 | 0 |
Total gross deferred tax assets | 16,553 | 8,388 |
Valuation allowance | (16,157) | (7,467) |
Net deferred tax assets | 396 | 921 |
Deferred Tax Liabilities: [Abstract] | ||
Fixed assets | (10) | (168) |
ROU Assets | (291) | (666) |
Intangibles - goodwill | (160) | (112) |
Total deferred tax liabilities | (461) | (946) |
Net deferred taxes | $ (65) | $ (25) |
Income Taxes, Reconciliation of
Income Taxes, Reconciliation of Computed Expected Income Taxes to Effective Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Computed Expected Income Taxes to Effective Income Taxes [Abstract] | ||
Federal statutory tax rate | 21% | 21% |
State income tax, net of federal tax | 6.52% | 1.15% |
Foreign tax differential | (0.01%) | 0% |
Non-deductible expenses/excludable items | 6.09% | (16.30%) |
Change in valuation allowance | (35.38%) | (5.97%) |
Credits | 0.98% | 0.23% |
Uncertain tax positions | (0.49%) | 0% |
Other | 1.11% | (0.16%) |
Total tax provision for income taxes | (0.18%) | (0.05%) |
Income Taxes [Abstract] | ||
Increase in valuation allowance | $ 8,800,000 | |
Federal and state income tax credit carryforwards | $ 500,000 | $ 300,000 |
Net operating loss carryforwards begin to expire | 2041 | |
Tax credits begin to expire | 2041 | |
Accrued interest and penalties related to uncertain tax positions | $ 0 | 0 |
Open tax year | 2019 2020 2021 2022 | |
Federal [Member] | ||
Income Taxes [Abstract] | ||
Operating loss carry forward | $ 35,600,000 | 20,700,000 |
Net operating loss carryforwards under Tax Cuts and Jobs Act | 35,600,000 | |
State [Member] | ||
Income Taxes [Abstract] | ||
Operating loss carry forward | 28,800,000 | 20,700,000 |
Foreign [Member] | ||
Income Taxes [Abstract] | ||
Operating loss carry forward | $ 6,300,000 | $ 4,800,000 |
Income Taxes, Uncertain Tax Pos
Income Taxes, Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance of uncertain tax positions | $ 0 | $ 0 |
Additions based on current year's tax positions | 45 | 0 |
Net changes based on prior year's tax positions | 76 | 0 |
Ending balance of uncertain tax positions | $ 121 | $ 0 |
Subsequent Event (Details)
Subsequent Event (Details) $ in Thousands | Feb. 21, 2023 USD ($) |
Subsequent Event [Member] | |
Cell Customization and License Agreement [Abstract] | |
Proceeds from option and license agreement | $ 250,000 |