Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 23, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | ARCA BIOPHARMA, INC. | ||
Entity Central Index Key | 0000907654 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ABIO | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 29,189,204 | ||
Entity Common Stock, Shares Outstanding | 14,410,143 | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 000-22873 | ||
Entity Tax Identification Number | 36-3855489 | ||
Entity Address, Address Line One | 10170 Church Ranch Way | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Westminster | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80021 | ||
City Area Code | 720 | ||
Local Phone Number | 940-2200 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | DE | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Denver, CO | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Auditor Firm Id: 185 Auditor Name: KPMG LLP Auditor Location: Denver, CO |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 42,445 | $ 53,359 |
Other current assets | 254 | 1,062 |
Total current assets | 42,699 | 54,421 |
Right-of-use asset - operating | 343 | 437 |
Property and equipment, net | 25 | 48 |
Other assets | 18 | 18 |
Total assets | 43,085 | 54,924 |
Current liabilities: | ||
Accounts payable | 334 | 1,117 |
Accrued compensation and employee benefits | 173 | 925 |
Accrued expenses and other liabilities | 625 | 1,456 |
Total current liabilities | 1,132 | 3,498 |
Operating lease liability, net of current portion | 280 | 383 |
Total liabilities | 1,412 | 3,881 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 5 million shares authorized; no shares issued or outstanding at December 31, 2022 and 2021 | ||
Common stock, $0.001 par value; 100 million shares authorized at December 31, 2022 and 2021; 14,410,143 shares issued and outstanding at December 31, 2022 and 2021 | 14 | 14 |
Additional paid-in capital | 225,061 | 224,505 |
Accumulated deficit | (183,402) | (173,476) |
Total stockholders’ equity | 41,673 | 51,043 |
Total liabilities and stockholders’ equity | $ 43,085 | $ 54,924 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 14,410,143 | 14,410,143 |
Common stock, shares outstanding | 14,410,143 | 14,410,143 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Costs and expenses: | ||
Research and development | $ 4,749 | $ 13,832 |
General and administrative | 5,847 | 5,503 |
Total costs and expenses | 10,596 | 19,335 |
Loss from operations | (10,596) | (19,335) |
Interest and other income | 675 | 13 |
Other loss | (5) | |
Net loss | $ (9,926) | $ (19,322) |
Net loss per share: | ||
Basic | $ (0.69) | $ (1.39) |
Diluted | $ (0.69) | $ (1.39) |
Weighted average shares outstanding: | ||
Basic | 14,410,143 | 13,903,871 |
Diluted | 14,410,143 | 13,903,871 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2020 | $ 46,521 | $ 10 | $ 200,665 | $ (154,154) |
Beginning Balance, shares at Dec. 31, 2020 | 9,548,150 | |||
Issuance of common stock for cash, net of offering costs | 23,347 | $ 4 | 23,343 | |
Issuance of common stock for cash, net of offering costs, shares | 4,861,993 | |||
Share-based compensation | 497 | 497 | ||
Net loss | (19,322) | (19,322) | ||
Ending Balance at Dec. 31, 2021 | $ 51,043 | $ 14 | 224,505 | (173,476) |
Ending Balance, shares at Dec. 31, 2021 | 14,410,143 | 14,410,143 | ||
Share-based compensation | $ 556 | 556 | ||
Net loss | (9,926) | (9,926) | ||
Ending Balance at Dec. 31, 2022 | $ 41,673 | $ 14 | $ 225,061 | $ (183,402) |
Ending Balance, shares at Dec. 31, 2022 | 14,410,143 | 14,410,143 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (9,926,000) | $ (19,322,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 20,000 | 16,000 |
Amortization of right-of-use asset - operating | 94,000 | 75,000 |
Share-based compensation | 556,000 | 497,000 |
Loss from disposal of property and equipment | 5,000 | |
Change in operating assets and liabilities: | ||
Other current assets | 808,000 | (156,000) |
Other assets | (6,000) | |
Accounts payable | (783,000) | (411,000) |
Accrued compensation and employee benefits | (752,000) | 110,000 |
Accrued expenses and other liabilities | (934,000) | 435,000 |
Net cash used in operating activities | (10,912,000) | (18,762,000) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (2,000) | (43,000) |
Net cash used in investing activities | (2,000) | (43,000) |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock | 24,070,000 | |
Common stock offering costs | (977,000) | |
Net cash provided by financing activities | 23,093,000 | |
Net increase in cash and cash equivalents | (10,914,000) | 4,288,000 |
Cash and cash equivalents, beginning of year | 53,359,000 | 49,071,000 |
Cash and cash equivalents, end of year | $ 42,445,000 | 53,359,000 |
Supplemental disclosure of noncash investing and financing transactions: | ||
Leased assets obtained in exchange for operating lease liabilities | $ 84,000 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
The Company and Summary of Significant Accounting Policies | (1) The Company and Summary of Significant Accounting Policies Description of Business ARCA biopharma, Inc. (the Company or ARCA), a Delaware corporation, is headquartered in Westminster, Colorado. The Company is a clinical-stage biopharmaceutical company applying a precision medicine approach to the development and commercialization of genetically targeted therapies for cardiovascular diseases. The Company’s lead product candidate is Gencaro (bucindolol hydrochloride) for the treatment of atrial fibrillation (AF) in patients with chronic heart failure (HF). In April 2022, the Board of Directors established a Special Committee and, in May 2022, retained Ladenburg Thalmann & Co. Inc. to evaluate strategic options, including transactions involving a merger, sale of all or part of the Company’s assets, or other alternatives with the goal of maximizing stockholder value. The Company does not have a defined timeline for the strategic review process and the review may not result in any specific action or transaction. Liquidity and Going Concern The Company devotes substantially all of its efforts towards obtaining regulatory approval and raising capital necessary to fund its operations and it is subject to a number of risks associated with clinical research and development, including dependence on key individuals, the development of and regulatory approval of commercially viable products, the need to raise adequate additional financing necessary to fund the development and commercialization of its products, and competition from larger companies. The Company has no t generated revenue to date and has incurred substantial losses and negative cash flows from operations since its inception. The Company has historically funded its operations through issuances of common and preferred stock. The Company believes that its current cash and cash equivalents as of December 31, 2022 will be sufficient to fund its operations through the middle of fiscal year 2024. The Company's review of its strategic options may impact this projection. Changing circumstances may cause us to consume capital significantly faster or slower than currently anticipated. The Company has based these estimates on assumptions that may prove to be wrong, and the Company could exhaust its available financial resources sooner than the Company currently anticipates. Therefore, the Company will have to raise additional capital for clinical trials of Gencaro. The Company may not be able to raise sufficient capital on acceptable terms, or at all, to continue development of Gencaro or rNAPc2 or to otherwise continue operations and may not be able to execute any strategic transaction. The Company’s liquidity, and its ability to raise additional capital or complete any strategic transaction, depends on a number of factors, including, but not limited to, the following: • the costs and timing for the potential additional clinical trials in order to gain possible regulatory approval for Gencaro, rNAPc2, or any other product candidate; • the market price of the Company’s stock and the availability and cost of additional equity capital from existing and potential new investors; • the Company’s ability to retain the listing of its common stock on the Nasdaq Capital Market; • general economic and industry conditions affecting the availability and cost of capital, including as a result of deteriorating market conditions due to investor concerns regarding inflation and continued hostilities between Russia and Ukraine; • the Company’s ability to control costs associated with its operations; • the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; and • the terms and conditions of the Company’s existing collaborative and licensing agreements. The sale of additional equity or convertible debt securities would likely result in substantial additional dilution to the Company’s stockholders. If the Company raises additional funds through the incurrence of indebtedness, the obligations related to such indebtedness would be senior to rights of holders of the Company’s capital stock and could contain covenants that would restrict the Company’s operations. The Company also cannot predict what consideration might be available, if any, to the Company or its stockholders, in connection with any strategic transaction. Should strategic alternatives or additional capital not be available to the Company, or not be available on acceptable terms, the Company may be unable to realize value from its assets and discharge its liabilities in the normal course of business which may, among other alternatives, cause the Company to further delay, substantially reduce or discontinue operational activities to conserve its cash resources. Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and include all adjustments necessary for the fair presentation of our financial position, results of operations and cash flows for the periods presented. Management has performed an evaluation of the Company’s activities through the date of filing of this Annual Report on Form 10-K. Recent Accounting Pronouncements The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the financial statements. Accounting Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The Company bases estimates on various assumptions that are believed to be reasonable under the circumstances. The Company believes significant judgment was involved in estimating the outsourcing expenses, and in estimating other accrued liabilities and income taxes. Management is continually evaluating and updating these estimates, and it is possible that these estimates will change in the future or that actual results may differ from these estimates. Cash Equivalents Cash equivalents generally consist of money market funds and debt securities with maturities of 90 days or less at the time of purchase. The Company invests its excess cash in securities with strong ratings and has established guidelines relative to diversification and maturity with the objective of maintaining safety of principal and liquidity. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company has no off-balance-sheet concentrations of credit risk, such as foreign exchange contracts, option contracts, or foreign currency hedging arrangements. The Company maintains cash and cash equivalent balances in the form of bank demand deposits and money market fund accounts with financial institutions that management believes are creditworthy. Such balances may at times exceed the insured amount. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Cost includes expenditures for equipment, leasehold improvements, replacements, and renewals. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The cost of property and equipment is depreciated using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the life of the lease or the estimated useful life of the assets. Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and/or circumstances from non-owner sources. If the Company had comprehensive gains (losses), they would be reflected in the statement of operations and comprehensive loss and as a separate component in the statement of stockholders’ equity. There were no elements of comprehensive loss during the years ended December 31, 2022 and 2021 . Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use (ROU) asset – operating and lease obligations are included in accrued expenses and other liabilities and operating lease liability on the Company’s December 31, 2022 and 2021 balance sheets. ROU lease assets represent the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligation to make lease payments arising from the lease. Operating ROU lease assets are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s lease does not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Accrued Outsourcing Expenses As part of the process of preparing its financial statements, the Company is required to estimate accrued outsourcing expenses. This process involves identifying services that third parties have performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for these services as of the balance sheet date. Examples of estimated accrued outsourcing expenses include contract service fees, such as fees payable to contract manufacturers in connection with the production of materials related to the Company’s drug product, and service fees and pass through costs from clinical research organizations. The Company develops estimates of liabilities using its judgment based upon the facts and circumstances known at the time. Segments The Company operates in one segment. Management uses one measure of profitability and does not segment its business for internal reporting. Research and Development Research and development costs are expensed as incurred. These consist primarily of salaries, contract services, and supplies. Costs related to clinical trial and drug manufacturing activities are based upon estimates of the services received and related expenses incurred by contract research organizations (CROs), clinical study sites, drug manufacturers, collaboration partners, laboratories, consultants, or otherwise. Related contracts vary significantly in length, and could be for a fixed amount, a variable amount based on actual costs incurred, capped at a certain limit, or for a combination of these elements. Activity levels are monitored through communications with the vendors, including detailed invoices and task completion review, analysis of expenses against budgeted amounts, and pre-approval of any changes in scope of the services to be performed. Certain significant vendors may also provide an estimate of costs incurred but not invoiced on a periodic basis. Expenses related to the CROs and clinical studies, as well as contract drug manufacturers, are primarily based on progress made against specified milestones or targets in each period. In accordance with certain research and development agreements, the Company is obligated to make certain upfront payments upon execution of the agreement. The Company records these upfront payments as prepaid research and development expenses, which are included in Other current assets or Other assets in the accompanying Balance Sheets. Such payments are recorded to research and development expense as services are performed. The Company evaluates on a quarterly basis whether events and circumstances have occurred that may indicate impairment of remaining prepaid research and development expenses. Stock-Based Compensation The Company’s stock-based compensation cost recognized is based on the estimated grant date fair value. The Company recognizes compensation costs for its stock-based awards on a straight-line basis over the requisite service period for the entire award, as adjusted for expected forfeitures. Income Taxes The current benefit for income taxes represents actual or estimated amounts payable or refundable on tax returns filed or to be filed each year. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. The measurement of deferred tax assets may be reduced by a valuation allowance based on judgmental assessment of available evidence if deemed more likely than not that some or all of the deferred tax assets will not be realized. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | (2) Net Loss Per Share The Company calculates basic loss per share by dividing net loss by the weighted average common shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period increased to include, if dilutive, the number of additional common shares that would have been outstanding if the potential common shares had been issued. The Company’s potentially dilutive shares include stock options, restricted stock units and warrants for common stock. Because the Company reported a net loss for the years ended December 31, 2022 and 2021, all potentially dilutive shares of common stock have been excluded from the computation of the dilutive net loss per share for all periods presented. Such potentially dilutive shares of common stock consist of the following: Years Ended December 31, 2022 2021 Potentially dilutive securities, excluded: Outstanding stock options 704,960 904,123 Unvested restricted stock units 91,000 — Warrants to purchase common stock — 133,401 795,960 1,037,524 |
Fair Value Disclosures
Fair Value Disclosures | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | (3) Fair Value Disclosures 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 market participants at the measurement date (exit price). Inputs used to measure fair value are classified into the following hierarchy: • Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities. The Company’s Level 1 assets consist of money market investments. The Company does not have any Level 1 liabilities. • Level 2—Unadjusted quoted prices in active markets for similar assets or liabilities; unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable for the asset or liability. The Company’s Level 2 assets consist of corporate bonds and commercial paper securities. The Company does not have any Level 2 liabilities. • Level 3—Unobservable inputs for the asset or liability. The Company does not have any Level 3 assets or liabilities. As of December 31, 2022 and 2021, the Company had $ 42.4 million and $ 53.3 million, respectively, of cash equivalents consisting of money market funds with original maturities of 90 days or less. The Company has the ability to liquidate these investments without restriction. The Company determines fair value for these money market funds with Level 1 inputs through quoted market prices. There were no transfers between any fair value hierarchy levels in 2022 or 2021. Fair Value of Other Financial Instruments The carrying amount of other financial instruments, including accounts payable, approximated fair value due to their short maturities. As of December 31, 2022 and 2021 , the Company did no t have any debt outstanding. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | (4) Property and Equipment Property and equipment consist of the following (in thousands): Estimated Life December 31, December 31, Computer equipment 3 years $ 39 $ 50 Lab equipment 5 years 130 133 Furniture and fixtures 5 years 44 44 Computer software 3 years 16 16 229 243 Accumulated depreciation and amortization ( 204 ) ( 195 ) Property and equipment, net $ 25 $ 48 For the years ended December 31, 2022 and 2021, depreciation and amortization expense was $ 20,000 and $ 16,000 , respectively. |
Related Party Arrangements
Related Party Arrangements | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Arrangements | (5) Related Party Arrangements Transactions with the Company’s President and Chief Executive Officer The Company has entered into unrestricted research grants with its President and Chief Executive Officer’s academic research laboratory at the University of Colorado. Funding of any unrestricted research grants is contingent upon the Company’s financial condition, and can be deferred or terminated at the Company’s discretion. Total expense under these arrangements for the years ended December 31, 2022 and 2021 was $ 432,000 and $ 439,000 , respectively, of which $ 216,000 was unpaid and included in accrued expenses and other liabilities as of December 31, 2022 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (6) Commitments and Contingencies The Company has or is subject to the following commitments and contingencies: Employment Agreements and Reduction of Workforce The Company maintains employment agreements with several key executive employees. The agreements may be terminated at any time by the Company with or without cause upon written notice to the employee, and entitle the employee to wages in lieu of notice for periods not exceeding one calendar year from date of termination without cause or by the employee for good reason. Certain of these agreements also provide for payments to be made under certain conditions related to a change in control of the Company. In December 2022, the Company's Board of Directors approved retention bonuses for certain employees, subject to continued employment with the Company through the earlier of a change in control of the Company or certain clinical development decisions totaling $ 265,000 , none of which was accrued as of December 31, 2022, since there had not been a change in control or clinical development decision. In 2022, the Company implemented a strategic reduction of the workforce by approximately 67 %, or 12 employees. Personnel reductions were primarily focused in research and development and general and administrative functions. The restructuring was a result of the Company’s decision to manage operating costs and expenses. During the year ended December 31, 2022 , the Company recorded total restructuring charges of approximately $ 755,000 , of which $ 470,000 and $ 285,000 were recognized in research and development and general and administrative expenses, respectively, in connection with the restructuring, all in the form of one-time termination benefits. As of December 31, 2022 , approximately $ 57,000 of the total restructuring charges remains unpaid and was included in accrued compensation and employee benefits. Operating Lease On August 29, 2020 the Company entered into a lease agreement for approximately 5,200 square feet of office facilities in Westminster, Colorado which serves as the Company’s primary business office effective October 1, 2020 (October 2020 Lease). The lease term is 42 months beginning October 1, 2020 and includes an option to renew for an additional 36 month term at the then prevailing rental rate. The exercise of the lease renewal option is at the Company’s sole discretion. The amounts recorded assume the Company will exercise its renewal option. In June 2021, the Company entered into a sublease agreement for approximately 3,000 square feet of additional office facilities in the Company’s primary business office (2021 Lease). The sublease term is 29 months beginning June 2021, with no renewal option. The leases include real estate taxes and insurance, which is not a lease component and is not included in the lease obligation. In addition, common area maintenance charges are based on actual costs incurred and are a non-lease component that is not included in the lease obligation. Future minimum commitments due under the October 2020 Lease and 2021 Lease agreements as of December 31, 2022 are as follows (in thousands): 2023 $ 127 2024 93 2025 96 2026 100 2027 25 Total remaining lease payments 441 Less: imputed lease interest ( 58 ) Less: Current portion ( 103 ) Operating lease liability, net of current portion $ 280 Rent expense, which is included in general and administrative expense, under these leases for the years ended December 31, 2022 and 2021 was $ 125,000 and $ 109,000 , respectively. As of December 31, 2022 , the lease liability was $ 383,000 and the current portion is included in accrued expenses and other liabilities and the non-current portion is in operating lease liability, net of current portion in the accompanying balance sheet. Cash paid for amounts included in the measurement of lease liabilities and the operating cash flows from operating leases for the years ended December 31, 2022 and 2021 were $ 131,000 and $ 84,000 , respectively. The weighted-average remaining lease term for the operating lease as of December 31, 2022 is 3.9 years. The weighted-average discount rate for the operating lease is 7 %. Patent Agreement In July 2021, the Company entered into a patent assignment agreement (the Agreement) with the University Medical Center of Johannes Gutenberg University Mainz, Germany. Under the terms of the Agreement, the Company received exclusive world-wide patent rights relating to the use of rNAPc2 as a potential treatment for COVID-19, and other indications, based on the research and discoveries from Univ.-Prof. Dr. Wolfram Ruf, the Scientific Director and Alexander von Humboldt Professor at the Center for Thrombosis and Hemostasis (CTH) of the University Medical Center Mainz, and his collaborators. The Company has upfront and potential milestone obligations to the University Medical Center Mainz that could total approximately € 1.6 million and royalty obligations in the low single digit range, if rNAPc2 receives regulatory approval and is commercialized. The term of the Agreement extends to the date of expiration of the last to expire of any of the assigned patents. Gencaro License ARCA has licensed worldwide rights to all preclinical and clinical data through the BEST trial for development of bucindolol. The patents that were the subject of this license are expired. If the license agreement is deemed enforceable, the Company would incur milestone and royalty obligations upon the occurrence of certain events, including if the FDA grants marketing approval for Gencaro, upon regulatory marketing approval in Europe and Japan and based on achievement of specified product sales levels. |
Equity Financings
Equity Financings | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity Financings | (7) Equity Financings At the Market Equity Financing On July 22, 2020, the Company entered into a Capital on Demand TM Sales Agreement (the Sales Agreement) with JonesTrading Institutional Services LLC, as agent (JonesTrading), pursuant to which the Company may offer and sell, from time to time through JonesTrading, shares of the Company’s common stock, par value $ 0.001 per share (the Common Stock), having an aggregate offering price of up to $ 54.0 million (the Shares). Under the Sales Agreement, JonesTrading may sell the Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Capital Market, on any other existing trading market for the Common Stock or to or through a market maker. In addition, under the amended Sales Agreement, JonesTrading may sell the Shares by any other method permitted by law, including in negotiated transactions. The Company may instruct JonesTrading not to sell Shares if the sales cannot be effected at or above the price designated by the Company from time to time. The Company is not obligated to make any sales of the Shares under the Sales Agreement. The offering of Shares pursuant to the Sales Agreement will terminate upon the earlier of (a) the sale of all of the Shares subject to the Sales Agreement or (b) the termination of the Sales Agreement by JonesTrading or the Company, as permitted therein. The Company paid JonesTrading a commission rate equal to 3.0 % of the aggregate gross proceeds from each sale of Shares and agreed to provide JonesTrading with customary indemnification and contribution rights. The Company will also reimburse JonesTrading for certain specified expenses in connection with entering into the Sales Agreement. No sales were made in 2022. During the year ended December 31, 2021, the Company had sold an aggregate of 4,861,993 shares of its Common Stock pursuant to the terms of the Sales Agreement for net proceeds of approximately $ 23.3 million, after deducting expenses for executing the “at the market offering” and commissions paid to the placement agent. In April 2021, the Company amended the 2020 Sales Agreement and the amount available for the offering under its prospectus to the Company’s registration statement on Form S-3 (No. 333-254585). The amount available for the offering under the prospectus supplement is subject to the limitation of not selling a total value amount of shares exceeding more than one-third of the Company’s public float in any 12-month period. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | (8) Share-based Compensation Stock Plans The Company’s equity incentive plan, the 2020 Equity Incentive Plan (the Equity Plan), was approved by stockholders on December 10, 2020. The maximum number of shares issuable under this plan is 1,167,425 shares. The Equity Plan provides for the granting of stock options (including indexed options), restricted stock units, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, performance shares, performance units and deferred stock units. Under the Equity Plan, awards may be granted to employees, directors and consultants of ARCA, except for incentive stock options, which may be granted only to employees. As of December 31, 2022 , options to purchase 684,400 shares with a weighted average exercise price of $ 3.47 per share were outstanding under the Equity Plan, and 371,487 shares were reserved for future awards. In general, the Equity Plan authorizes the grant of stock options that vest at rates set by the Board of Directors or the Compensation Committee thereof. Generally, stock options granted by ARCA under the equity incentive plans become exercisable ratably for a period of three to four years from the date of grant and have a maximum term of ten years . The exercise prices of stock options under the equity incentive plan generally meet the following criteria: the exercise price of incentive stock options must be at least 100 % of the fair market value on the grant date and exercise price of options granted to 10 % (or greater) stockholders must be at least 110 % of the fair market value on the grant date. In conjunction with the adoption of the Equity Plan, the Company discontinued grants under the 2013 Plan, effective December 10, 2020. In conjunction with the adoption of the 2013 Plan, the Company discontinued grants under its previous plan the Amended and Restated ARCA biopharma, Inc. 2004 Equity Incentive Plan (the 2004 Plan), effective September 17, 2013. As of December 31, 2022 , options to purchase 20,538 shares with a weighted average exercise price of $ 77.12 per share were outstanding under the 2013 plan. The 2004 Plan expired in 2014; however, options outstanding under the 2004 plan will continue to vest according to the original terms of each grant. As of December 31, 2022 , options to purchase 22 shares with a weighted average exercise price of $ 172.79 per share were outstanding under the 2004 plan. The Company granted options to purchase an aggregate of 60,000 and 433,700 shares of common stock in the years ended December 31, 2022 and 2021, respectively. The fair values of employee stock options granted in the years ended December 31, 2022 and 2021 were estimated at the date of grant using the Black-Scholes model with the following assumptions and had the following estimated weighted average grant date fair value per share: Year Ended December 31, 2022 2021 Expected term 5.5 years 5.9 years Expected volatility 107 % 94 % Risk-free interest rate 3.56 % 1.08 % Expected dividend yield 0 % 0 % Weighted-average grant date fair value per share $ 1.87 $ 2.09 A summary of ARCA’s stock option activities for the years ended December 31, 2022 and 2021, and related information as of December 31, 2022, is as follows: Options Outstanding Number Weighted Average Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding - December 31, 2020 531,238 $ 8.71 Granted 433,700 2.77 Exercised — — Forfeited and cancelled ( 60,815 ) 12.71 Options outstanding - December 31, 2021 904,123 $ 5.59 9.18 $ — Granted 60,000 2.31 Exercised — — Forfeited and cancelled ( 259,163 ) 4.74 Options outstanding - December 31, 2022 704,960 $ 5.62 8.29 $ 18 Options exercisable - December 31, 2022 308,237 $ 8.69 7.90 $ 5 Options vested and expected to vest - 704,803 $ 5.62 8.29 $ 18 The aggregate intrinsic value in the table above represents the total intrinsic value, based on our closing price as of December 31 of the respective year, which would have been received by the option holders had all the option holders with in-the-money options exercised as of that date. As of December 31, 2022 , the unrecognized compensation expense related to unvested options, excluding estimated forfeitures, was $ 971,000 which is expected to be recognized over a weighted average period of 1.9 years. The Company recognizes compensation costs for its share-based awards on a straight-line basis over the requisite service period for the entire award, as adjusted for expected forfeitures. Restricted Stock Units The Company granted restricted stock units (RSUs) under the Equity Plan to employees during 2022.The fair value of RSU awards is the closing price of the Company's common stock on the date of the grant and is recognized as compensation expense on a straight-line basis over the respective vesting period. The stock awards granted have a requisite service period of one year . A summary of RSU activity for the year ended December 31, 2022 is presented below: Restricted Stock Units Outstanding Number Weighted RSUs outstanding - December 31, 2021 — $ — Granted 91,000 2.21 Vested and released — — Forfeited and cancelled — — RSUs outstanding - December 31, 2022 91,000 $ 2.21 As of December 31, 2022 , the total unrecognized compensation cost related to unvested stock awards was approximately $ 188,000 . This cost will be recognized on a straight-line basis over the next 0.9 years and will be adjusted for estimated forfeitures. Non-cash Stock-based Compensation For the years ended December 31, 2022 and 2021, the Company recognized the following non-cash, share-based compensation expense (in thousands): Years Ended December 31, 2022 2021 Research and development $ 133 $ 160 General and administrative 423 337 Total $ 556 $ 497 ARCA did not recognize any tax benefit related to employee stock-based compensation cost as a result of the full valuation allowance on its net deferred tax assets. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | (9) Employee Benefit Plans The Company has a 401(k) plan and makes a matching contribution equal to 100 % of the employee’s first 3 % of the employee’s contributions and 50 % of the employee’s next 2 % of contributions. The Company adopted the plan in 2006 and contributed $ 96,000 and $ 118,000 for the years ended December 31, 2022 and 2021 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | ( 10) Income Taxes Effective June 1, 2005, the Company changed from an S-Corporation to a C-Corporation. As an S-Corporation, the net operating loss carryforwards were distributed to the Company’s stockholders; such amounts were not significant. As of December 31, 2022, the Company has net operating loss carryforwards of approximately $ 203.3 million , and approximately $ 2.4 million of research and development credits that may be used to offset future taxable income. The Company’s net operating loss carryforwards through December 31, 2017 will expire beginning 2025 through 2037 . The net operating loss carryforwards beginning in 2018, have no expiration. U tilization of net operating losses and tax credits, including those acquired as a result of the Merger, will be subject to an annual limitation due to ownership change limitations provided by Internal Revenue Code Section 382. The Company believes that an ownership change limitation as defined under Section 382 of the U.S. Internal Revenue Code occurred as a result of its various historical financing transactions. Future utilization of the federal net operating losses and tax credit carryforwards accumulated from June 2005 to the cha n ge in ownership date will be subject to annual limitations to offset future taxable income. The annual limitation may result in the expiration of the net operating losses and credits before utilization. As such, a portion of the Company’s net operating loss carryforwards may be limited. 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 the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Due primarily to the Company’s history of operating losses, management is unable to conclude that it is more likely than not that the Company will realize the benefits of these deductible differences, and accordingly has provided a valuation allowance against the entire net deferred tax assets and liabilities of approximately $ 54.4 million at December 31, 2022, reflecting an increase of approximately $ 2.3 million from December 31, 2021. The deferred tax assets are primarily comprised of net operating loss carryforwards and research and experimentation credit carryforwards. As of December 31, 2022, the Company has not performed an Internal Revenue Code Section 382 limitation study. Depending on the outcome of such a study, the gross amount of net operating losses recognizable in future tax periods could be limited. A limitation in the carryforwards would decrease the carrying amount of the gross amount of the net operating loss carryforwards, with a corresponding decrease in the valuation allowance recorded against these gross deferred tax assets. Income tax benefit attributable to the Company’s loss from operations before income taxes differs from the amounts computed by applying the U.S. federal statutory income tax rate of 21 % for 2022 and 2021, as a result of the following (in thousands): Years ended December 31, 2022 2021 U.S. federal income tax benefit at statutory rates $ ( 2,085 ) $ ( 4,058 ) State income tax benefit, net of federal benefit ( 357 ) ( 695 ) Research and experimentation credits — ( 560 ) Deferred tax asset adjustment 2 — Other 186 185 Change in valuation allowance 2,254 5,128 Income tax benefit $ — $ — Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for income tax purposes, as well as operating loss and tax credit carryforwards. The income tax effects of temporary differences and carryforwards that give rise to significant portions of the Company’s net deferred tax assets and liabilities consisted of the following (in thousands): As of December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 50,008 $ 48,520 Charitable contribution carryforwards 393 443 Research and experimentation credits 2,420 2,420 Capitalized research and development costs 979 — Capitalized intangibles 356 387 Stock-based compensation 205 152 Accrued compensation 6 196 Lease liabilities 94 119 Total deferred tax assets 54,461 52,237 Valuation allowance ( 54,372 ) ( 52,118 ) Deferred tax assets, net of valuation allowance 89 119 Deferred tax liabilities: Right-of-use asset ( 84 ) ( 107 ) Depreciation and amortization ( 5 ) ( 12 ) Net deferred tax liability $ — $ — Since the Company is in a loss carryforward position, the Company is generally subject to U.S. federal and state income tax examinations by tax authorities for all years for which a loss carryforward is available. Thus, the Company’s open tax years extend back to 2009 . The Company believes that its tax filing positions and deductions related to tax periods subject to examination will be sustained upon audit and does not anticipate any adjustment will result in a material adverse effect on the Company’s financial condition, result of operations, or cash flow. For the years ended December 31, 2022 and 2021 , the Company has no reserve for uncertain tax positions. The Company does not expect that the total amounts of unrecognized tax benefits will significantly increase or decrease within the subsequent twelve months. In the event the Company concludes it is subject to interest or penalties arising from uncertain tax positions, the Company will record interest and penalties as a component of other income and expense. No interest or penalties were recognized in the financial statements for the years ended December 31, 2022 and 2021 . |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event | ( 11) Subsequent Event The Company and Christopher D. Ozeroff, the Secretary, Senior Vice President and General Counsel of ARCA have mutually agreed to conclude Mr. Ozeroff’s employment effective March 31, 2023. Pursuant to Mr. Ozeroff's existing employment agreement, as previously amended, ARCA will provide Mr. Ozeroff severance benefits pursuant to the terms of his existing employment agreement with the Company, as previously amended. The severance benefits include severance payments and reimbursement to cover out-of-pocket costs to continue group health insurance benefits under COBRA, whether he elects or is eligible to receive COBRA (provided, that even if he does not elect or is not eligible to receive COBRA, he will receive the equivalent of such out-of-pocket expenses paid by him not to exceed the costs that the benefits would equal under COBRA if he were so eligible) and will be recorded in the first quarter of 2023. The severance benefits are conditioned on the execution by Mr. Ozeroff of a legal release of claims. |
The Company and Summary of Si_2
The Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business ARCA biopharma, Inc. (the Company or ARCA), a Delaware corporation, is headquartered in Westminster, Colorado. The Company is a clinical-stage biopharmaceutical company applying a precision medicine approach to the development and commercialization of genetically targeted therapies for cardiovascular diseases. The Company’s lead product candidate is Gencaro (bucindolol hydrochloride) for the treatment of atrial fibrillation (AF) in patients with chronic heart failure (HF). In April 2022, the Board of Directors established a Special Committee and, in May 2022, retained Ladenburg Thalmann & Co. Inc. to evaluate strategic options, including transactions involving a merger, sale of all or part of the Company’s assets, or other alternatives with the goal of maximizing stockholder value. The Company does not have a defined timeline for the strategic review process and the review may not result in any specific action or transaction. |
Liquidity and Going Concern | Liquidity and Going Concern The Company devotes substantially all of its efforts towards obtaining regulatory approval and raising capital necessary to fund its operations and it is subject to a number of risks associated with clinical research and development, including dependence on key individuals, the development of and regulatory approval of commercially viable products, the need to raise adequate additional financing necessary to fund the development and commercialization of its products, and competition from larger companies. The Company has no t generated revenue to date and has incurred substantial losses and negative cash flows from operations since its inception. The Company has historically funded its operations through issuances of common and preferred stock. The Company believes that its current cash and cash equivalents as of December 31, 2022 will be sufficient to fund its operations through the middle of fiscal year 2024. The Company's review of its strategic options may impact this projection. Changing circumstances may cause us to consume capital significantly faster or slower than currently anticipated. The Company has based these estimates on assumptions that may prove to be wrong, and the Company could exhaust its available financial resources sooner than the Company currently anticipates. Therefore, the Company will have to raise additional capital for clinical trials of Gencaro. The Company may not be able to raise sufficient capital on acceptable terms, or at all, to continue development of Gencaro or rNAPc2 or to otherwise continue operations and may not be able to execute any strategic transaction. The Company’s liquidity, and its ability to raise additional capital or complete any strategic transaction, depends on a number of factors, including, but not limited to, the following: • the costs and timing for the potential additional clinical trials in order to gain possible regulatory approval for Gencaro, rNAPc2, or any other product candidate; • the market price of the Company’s stock and the availability and cost of additional equity capital from existing and potential new investors; • the Company’s ability to retain the listing of its common stock on the Nasdaq Capital Market; • general economic and industry conditions affecting the availability and cost of capital, including as a result of deteriorating market conditions due to investor concerns regarding inflation and continued hostilities between Russia and Ukraine; • the Company’s ability to control costs associated with its operations; • the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; and • the terms and conditions of the Company’s existing collaborative and licensing agreements. The sale of additional equity or convertible debt securities would likely result in substantial additional dilution to the Company’s stockholders. If the Company raises additional funds through the incurrence of indebtedness, the obligations related to such indebtedness would be senior to rights of holders of the Company’s capital stock and could contain covenants that would restrict the Company’s operations. The Company also cannot predict what consideration might be available, if any, to the Company or its stockholders, in connection with any strategic transaction. Should strategic alternatives or additional capital not be available to the Company, or not be available on acceptable terms, the Company may be unable to realize value from its assets and discharge its liabilities in the normal course of business which may, among other alternatives, cause the Company to further delay, substantially reduce or discontinue operational activities to conserve its cash resources. |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and include all adjustments necessary for the fair presentation of our financial position, results of operations and cash flows for the periods presented. Management has performed an evaluation of the Company’s activities through the date of filing of this Annual Report on Form 10-K. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the financial statements. |
Accounting Estimates in the Preparation of Financial Statements | Accounting Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The Company bases estimates on various assumptions that are believed to be reasonable under the circumstances. The Company believes significant judgment was involved in estimating the outsourcing expenses, and in estimating other accrued liabilities and income taxes. Management is continually evaluating and updating these estimates, and it is possible that these estimates will change in the future or that actual results may differ from these estimates. |
Cash Equivalents | Cash Equivalents Cash equivalents generally consist of money market funds and debt securities with maturities of 90 days or less at the time of purchase. The Company invests its excess cash in securities with strong ratings and has established guidelines relative to diversification and maturity with the objective of maintaining safety of principal and liquidity. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company has no off-balance-sheet concentrations of credit risk, such as foreign exchange contracts, option contracts, or foreign currency hedging arrangements. The Company maintains cash and cash equivalent balances in the form of bank demand deposits and money market fund accounts with financial institutions that management believes are creditworthy. Such balances may at times exceed the insured amount. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Cost includes expenditures for equipment, leasehold improvements, replacements, and renewals. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The cost of property and equipment is depreciated using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the life of the lease or the estimated useful life of the assets. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and/or circumstances from non-owner sources. If the Company had comprehensive gains (losses), they would be reflected in the statement of operations and comprehensive loss and as a separate component in the statement of stockholders’ equity. There were no elements of comprehensive loss during the years ended December 31, 2022 and 2021 . |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use (ROU) asset – operating and lease obligations are included in accrued expenses and other liabilities and operating lease liability on the Company’s December 31, 2022 and 2021 balance sheets. ROU lease assets represent the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligation to make lease payments arising from the lease. Operating ROU lease assets are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s lease does not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Accrued Outsourcing Expenses | Accrued Outsourcing Expenses As part of the process of preparing its financial statements, the Company is required to estimate accrued outsourcing expenses. This process involves identifying services that third parties have performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for these services as of the balance sheet date. Examples of estimated accrued outsourcing expenses include contract service fees, such as fees payable to contract manufacturers in connection with the production of materials related to the Company’s drug product, and service fees and pass through costs from clinical research organizations. The Company develops estimates of liabilities using its judgment based upon the facts and circumstances known at the time. |
Segments | Segments The Company operates in one segment. Management uses one measure of profitability and does not segment its business for internal reporting. |
Research and Development | Research and Development Research and development costs are expensed as incurred. These consist primarily of salaries, contract services, and supplies. Costs related to clinical trial and drug manufacturing activities are based upon estimates of the services received and related expenses incurred by contract research organizations (CROs), clinical study sites, drug manufacturers, collaboration partners, laboratories, consultants, or otherwise. Related contracts vary significantly in length, and could be for a fixed amount, a variable amount based on actual costs incurred, capped at a certain limit, or for a combination of these elements. Activity levels are monitored through communications with the vendors, including detailed invoices and task completion review, analysis of expenses against budgeted amounts, and pre-approval of any changes in scope of the services to be performed. Certain significant vendors may also provide an estimate of costs incurred but not invoiced on a periodic basis. Expenses related to the CROs and clinical studies, as well as contract drug manufacturers, are primarily based on progress made against specified milestones or targets in each period. In accordance with certain research and development agreements, the Company is obligated to make certain upfront payments upon execution of the agreement. The Company records these upfront payments as prepaid research and development expenses, which are included in Other current assets or Other assets in the accompanying Balance Sheets. Such payments are recorded to research and development expense as services are performed. The Company evaluates on a quarterly basis whether events and circumstances have occurred that may indicate impairment of remaining prepaid research and development expenses. |
Stock-Based Compensation | Stock-Based Compensation The Company’s stock-based compensation cost recognized is based on the estimated grant date fair value. The Company recognizes compensation costs for its stock-based awards on a straight-line basis over the requisite service period for the entire award, as adjusted for expected forfeitures. |
Income Taxes | Income Taxes The current benefit for income taxes represents actual or estimated amounts payable or refundable on tax returns filed or to be filed each year. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. The measurement of deferred tax assets may be reduced by a valuation allowance based on judgmental assessment of available evidence if deemed more likely than not that some or all of the deferred tax assets will not be realized. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Potentially Dilutive Shares of Common Stock | Because the Company reported a net loss for the years ended December 31, 2022 and 2021, all potentially dilutive shares of common stock have been excluded from the computation of the dilutive net loss per share for all periods presented. Such potentially dilutive shares of common stock consist of the following: Years Ended December 31, 2022 2021 Potentially dilutive securities, excluded: Outstanding stock options 704,960 904,123 Unvested restricted stock units 91,000 — Warrants to purchase common stock — 133,401 795,960 1,037,524 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following (in thousands): Estimated Life December 31, December 31, Computer equipment 3 years $ 39 $ 50 Lab equipment 5 years 130 133 Furniture and fixtures 5 years 44 44 Computer software 3 years 16 16 229 243 Accumulated depreciation and amortization ( 204 ) ( 195 ) Property and equipment, net $ 25 $ 48 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Commitments due Under October 2020 Lease and 2021 Lease Agreement | Future minimum commitments due under the October 2020 Lease and 2021 Lease agreements as of December 31, 2022 are as follows (in thousands): 2023 $ 127 2024 93 2025 96 2026 100 2027 25 Total remaining lease payments 441 Less: imputed lease interest ( 58 ) Less: Current portion ( 103 ) Operating lease liability, net of current portion $ 280 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Estimated Weighted Average Grant Date Fair Value per Share | The Company granted options to purchase an aggregate of 60,000 and 433,700 shares of common stock in the years ended December 31, 2022 and 2021, respectively. The fair values of employee stock options granted in the years ended December 31, 2022 and 2021 were estimated at the date of grant using the Black-Scholes model with the following assumptions and had the following estimated weighted average grant date fair value per share: Year Ended December 31, 2022 2021 Expected term 5.5 years 5.9 years Expected volatility 107 % 94 % Risk-free interest rate 3.56 % 1.08 % Expected dividend yield 0 % 0 % Weighted-average grant date fair value per share $ 1.87 $ 2.09 |
Summary of Stock Option Activities | A summary of ARCA’s stock option activities for the years ended December 31, 2022 and 2021, and related information as of December 31, 2022, is as follows: Options Outstanding Number Weighted Average Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding - December 31, 2020 531,238 $ 8.71 Granted 433,700 2.77 Exercised — — Forfeited and cancelled ( 60,815 ) 12.71 Options outstanding - December 31, 2021 904,123 $ 5.59 9.18 $ — Granted 60,000 2.31 Exercised — — Forfeited and cancelled ( 259,163 ) 4.74 Options outstanding - December 31, 2022 704,960 $ 5.62 8.29 $ 18 Options exercisable - December 31, 2022 308,237 $ 8.69 7.90 $ 5 Options vested and expected to vest - 704,803 $ 5.62 8.29 $ 18 |
Summary of RSU Activity | A summary of RSU activity for the year ended December 31, 2022 is presented below: Restricted Stock Units Outstanding Number Weighted RSUs outstanding - December 31, 2021 — $ — Granted 91,000 2.21 Vested and released — — Forfeited and cancelled — — RSUs outstanding - December 31, 2022 91,000 $ 2.21 |
Summary of Non-cash, Share-based Compensation Expense | For the years ended December 31, 2022 and 2021, the Company recognized the following non-cash, share-based compensation expense (in thousands): Years Ended December 31, 2022 2021 Research and development $ 133 $ 160 General and administrative 423 337 Total $ 556 $ 497 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax Benefit Attributable to Our Loss from Operations | Income tax benefit attributable to the Company’s loss from operations before income taxes differs from the amounts computed by applying the U.S. federal statutory income tax rate of 21 % for 2022 and 2021, as a result of the following (in thousands): Years ended December 31, 2022 2021 U.S. federal income tax benefit at statutory rates $ ( 2,085 ) $ ( 4,058 ) State income tax benefit, net of federal benefit ( 357 ) ( 695 ) Research and experimentation credits — ( 560 ) Deferred tax asset adjustment 2 — Other 186 185 Change in valuation allowance 2,254 5,128 Income tax benefit $ — $ — |
Net Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for income tax purposes, as well as operating loss and tax credit carryforwards. The income tax effects of temporary differences and carryforwards that give rise to significant portions of the Company’s net deferred tax assets and liabilities consisted of the following (in thousands): As of December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 50,008 $ 48,520 Charitable contribution carryforwards 393 443 Research and experimentation credits 2,420 2,420 Capitalized research and development costs 979 — Capitalized intangibles 356 387 Stock-based compensation 205 152 Accrued compensation 6 196 Lease liabilities 94 119 Total deferred tax assets 54,461 52,237 Valuation allowance ( 54,372 ) ( 52,118 ) Deferred tax assets, net of valuation allowance 89 119 Deferred tax liabilities: Right-of-use asset ( 84 ) ( 107 ) Depreciation and amortization ( 5 ) ( 12 ) Net deferred tax liability $ — $ — |
The Company and Summary of Si_3
The Company and Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended |
Dec. 31, 2022 USD ($) Segment | |
Accounting Policies [Abstract] | |
Revenues | $ 0 |
Concentrations of credit risk | $ 0 |
Number of segments | Segment | 1 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Potentially Dilutive Shares of Common Stock (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 795,960 | 1,037,524 |
Outstanding stock options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 704,960 | 904,123 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 91,000 | |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 133,401 |
Fair Value Disclosures (Details
Fair Value Disclosures (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Transfers of assets between fair value hierarchy levels | $ 0 | $ 0 |
Debt outstanding | 0 | 0 |
Fair Value Measurements, Recurring | Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents consisting of money market funds and commercial paper | $ 42,400,000 | $ 53,300,000 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 229 | $ 243 |
Accumulated depreciation and amortization | (204) | (195) |
Property and equipment, net | $ 25 | 48 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Estimated Life | 3 years | |
Property and Equipment, Gross | $ 39 | 50 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Estimated Life | 5 years | |
Property and Equipment, Gross | $ 130 | 133 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Estimated Life | 5 years | |
Property and Equipment, Gross | $ 44 | 44 |
Computer Software | ||
Property Plant And Equipment [Line Items] | ||
Estimated Life | 3 years | |
Property and Equipment, Gross | $ 16 | $ 16 |
Property and Equipment (Details
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 20,000 | $ 16,000 |
Related Party Arrangements (Det
Related Party Arrangements (Details Textual) - Chief Executive Officer - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accrued Expenses And Other Liabilities | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 216,000 | |
Research Grants | ||
Related Party Transaction [Line Items] | ||
Total expense | $ 432,000 | $ 439,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Textual) € in Millions | 1 Months Ended | 12 Months Ended | |||
Aug. 29, 2020 ft² | Jul. 31, 2021 EUR (€) | Jun. 30, 2021 ft² | Dec. 31, 2022 USD ($) Employee | Dec. 31, 2021 USD ($) | |
Commitments And Contingencies [Line Items] | |||||
Workforce reduction, percentage | 67% | ||||
Workforce reduction, number of employees | Employee | 12 | ||||
Area of office facilities taken on lease | ft² | 5,200 | ||||
Operating lease term | 42 months | ||||
Additional operating lease term | 36 months | ||||
Lease renewal option | option to renew for an additional 36 month term at the then prevailing rental rate. | ||||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | ||||
Area of additional office facilities taken on sublease | ft² | 3,000 | ||||
Operating sublease term | 29 months | ||||
Lessee, Operating Sublease, Existence of Option to Extend [true false] | false | ||||
Lessee, operating lease, assumptions and judgments, allocation of lease and nonlease component | The leases include real estate taxes and insurance, which is not a lease component and is not included in the lease obligation. In addition, common area maintenance charges are based on actual costs incurred and are a non-lease component that is not included in the lease obligation. | ||||
Operating lease, cash paid for measurement of lease liabilities | $ 131,000 | $ 84,000 | |||
Lease liability | $ 383,000 | ||||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other liabilities | ||||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating lease liability, net of current portion | ||||
Weighted-average remaining lease term | 3 years 10 months 24 days | ||||
Weighted-average discount rate | 7% | ||||
Clinical development decisions | |||||
Commitments And Contingencies [Line Items] | |||||
Amount of retention bonuses | $ 265,000 | ||||
Research and development | Patent Assignment Agreement | University Medical Center of Johannes Gutenberg University Mainz | |||||
Commitments And Contingencies [Line Items] | |||||
Potential upfront and milestone obligations and royalty obligations | € | € 1.6 | ||||
General and Administrative Expense | |||||
Commitments And Contingencies [Line Items] | |||||
Rent expense | 125,000 | $ 109,000 | |||
Accrued Compensation And Employee Benefits | |||||
Commitments And Contingencies [Line Items] | |||||
Restructuring Reserve, Current | 57,000 | ||||
One-time Termination Benefits | |||||
Commitments And Contingencies [Line Items] | |||||
Restructuring charges | 755,000 | ||||
One-time Termination Benefits | Research and development | |||||
Commitments And Contingencies [Line Items] | |||||
Restructuring charges | 470,000 | ||||
One-time Termination Benefits | General and Administrative Expense | |||||
Commitments And Contingencies [Line Items] | |||||
Restructuring charges | $ 285,000 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Commitments due Under October 2020 Lease and 2021 Lease Agreement (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 | $ 127 | |
2024 | 93 | |
2025 | 96 | |
2026 | 100 | |
2027 | 25 | |
Total remaining lease payments | 441 | |
Less: imputed lease interest | (58) | |
Less: Current portion | $ (103) | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other liabilities | |
Operating lease liability, net of current portion | $ 280 | $ 383 |
Equity Financings (Details Text
Equity Financings (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jul. 22, 2020 | |
Equity Financing [Line Items] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Net proceeds from issuance of common stock | $ 24,070 | ||
JonesTrading | |||
Equity Financing [Line Items] | |||
Percentage of selling commission per additional shares sold | 3% | ||
Sales Agreement | JonesTrading | |||
Equity Financing [Line Items] | |||
Common stock, par value | $ 0.001 | ||
Aggregate offering price of common stock authorized | $ 54,000 | ||
2020 Sales Agreement | |||
Equity Financing [Line Items] | |||
Net proceeds from issuance of common stock | $ 23,300 | ||
Sale of common stock | 0 | 4,861,993 |
Share-based Compensation (Detai
Share-based Compensation (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 10, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares outstanding under Equity plan | 704,960 | 904,123 | 531,238 | |
Weighted Average exercise Price of Options Outstanding | $ 5.62 | $ 5.59 | $ 8.71 | |
Stock options award, expiration | 10 years | |||
Employee Stock Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation expense related to unvested options | $ 971,000 | |||
Maturity period of weighted average period of compensation expenses | 1 year 10 months 24 days | |||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Requisite service period of stock awards granted | 1 year | |||
Unrecognized compensation expense related to unvested stock awards | $ 188,000 | |||
Maturity period of weighted average period of compensation expenses | 10 months 24 days | |||
Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options award, vesting period | 3 years | |||
Percentage holding for stock options exercise price | 10% | |||
Minimum | Incentive Stock Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of exercise price of stock option | 100% | |||
Minimum | Incentive Stock Option | Stockholders | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of exercise price of stock option | 110% | |||
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options award, vesting period | 4 years | |||
2020 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares issuable under Equity plan | 1,167,425 | |||
Number of shares outstanding under Equity plan | 684,400 | |||
Weighted Average exercise Price of Options Outstanding | $ 3.47 | |||
Shares reserved for future | 371,487 | |||
Options granted | 60,000 | 433,700 | ||
2013 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares outstanding under Equity plan | 20,538 | |||
Weighted Average exercise Price of Options Outstanding | $ 77.12 | |||
2004 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares outstanding under Equity plan | 22 | |||
Weighted Average exercise Price of Options Outstanding | $ 172.79 |
Share-based Compensation - Esti
Share-based Compensation - Estimated Weighted Average Grant Date Fair Value Per Share (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Estimated weighted average grant date fair value per share | ||
Expected term | 5 years 6 months | 5 years 10 months 24 days |
Expected volatility | 107% | 94% |
Risk-free interest rate | 3.56% | 1.08% |
Expected dividend yield | 0% | 0% |
Weighted-average grant date fair value per share | $ 1.87 | $ 2.09 |
Share-based Compensation - Summ
Share-based Compensation - Summary of Stock Option Activities (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Stock Options | ||
Number of Options, Options outstanding, beginning of period | 904,123 | 531,238 |
Number of Options, Granted | 60,000 | 433,700 |
Number of Options, Forfeited and cancelled | (259,163) | (60,815) |
Number of Options, Options outstanding, end of period | 704,960 | 904,123 |
Number of Options, Options exercisable, end of period | 308,237 | |
Number of Options, Options vested and expected to vest | 704,803 | |
Stock Options, Weighted Average Exercise Price | ||
Weighted Average Exercise Price, Options outstanding, beginning of period | $ 5.59 | $ 8.71 |
Weighted Average Exercise Price, Granted | 2.31 | 2.77 |
Weighted Average Exercise Price, Forfeited and cancelled | 4.74 | 12.71 |
Weighted Average Exercise Price, Options outstanding, end of period | 5.62 | $ 5.59 |
Weighted Average Exercise Price, Options exercisable, end of period | 8.69 | |
Weighted Average Exercise Price, Options vested and expected to vest, end of period | $ 5.62 | |
Stock Options, Weighted Average Remaining Contractual Term | ||
Weighted Average Remaining Contractual Term (in years), Options outstanding | 8 years 3 months 14 days | 9 years 2 months 4 days |
Weighted Average Remaining Contractual Term (in years), Options exercisable | 7 years 10 months 24 days | |
Weighted Average Remaining Contractual Term (in years), Options vested and expected to vest | 8 years 3 months 14 days | |
Share Options, Aggregate Intrinsic Value | ||
Aggregate intrinsic value, Options Outstanding, end of period | $ 18 | |
Aggregate intrinsic value, Options exercisable, end of period | 5 | |
Aggregate intrinsic value, Options vested and expected to vest, end of period | $ 18 |
Share-based Compensation - Su_2
Share-based Compensation - Summary of RSU Activity (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of Shares, RSUs outstanding, Granted | shares | 91,000 |
Number of Shares, RSUs outstanding, end of period | shares | 91,000 |
RSUs, Weighted Average Grant Date Fair Value | |
Weighted Average Grant Date Date Fair Value, RSUs outstanding, Granted | $ / shares | $ 2.21 |
Weighted Average Grant Date Date Fair Value, RSUs outstanding, end of period | $ / shares | $ 2.21 |
Share-based Compensation - Su_3
Share-based Compensation - Summary of Non-cash, Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total expenses | $ 556 | $ 497 |
Research and development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total expenses | 133 | 160 |
General and administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total expenses | $ 423 | $ 337 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Matching contribution | matching contribution equal to 100% of the employee’s first 3% of the employee’s contributions and 50% of the employee’s next 2% of contributions. | |
Company's contribution | $ 96,000 | $ 118,000 |
First 3% of pay contributed | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Benefit Plan, Percentage of Match | 100% | |
Employer matching contribution percentage | 3% | |
Next 2% of pay contributed | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Benefit Plan, Percentage of Match | 50% | |
Employer matching contribution percentage | 2% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | |
Income Tax [Line Items] | |||
Net operating loss carryforwards | $ 203,300,000 | ||
Tax Credit Carryforward, Description | The net operating loss carryforwards beginning in 2018, have no expiration. | ||
Valuation allowance | $ 54,400,000 | ||
Increase in net deferred tax assets and liabilities | $ 2,300,000 | ||
Federal statutory income tax rate | 21% | 21% | |
Reserve for uncertain tax positions | $ 0 | $ 0 | |
Interest or penalties recognized | $ 0 | $ 0 | |
Open tax year | 2009 | ||
Research Tax Credit Carryforward | |||
Income Tax [Line Items] | |||
Research and experimentation credits | $ 2,400,000 | ||
Operating loss carryforwards, limitations on use | Utilization of net operating losses and tax credits, including those acquired as a result of the Merger, will be subject to an annual limitation due to ownership change limitations provided by Internal Revenue Code Section 382. The Company believes that an ownership change limitation as defined under Section 382 of the U.S. Internal Revenue Code occurred as a result of its various historical financing transactions. Future utilization of the federal net operating losses and tax credit carryforwards accumulated from June 2005 to the cha | ||
Tax credit carryforward, limitations on use | Utilization of net operating losses and tax credits, including those acquired as a result of the Merger, will be subject to an annual limitation due to ownership change limitations provided by Internal Revenue Code Section 382. The Company believes that an ownership change limitation as defined under Section 382 of the U.S. Internal Revenue Code occurred as a result of its various historical financing transactions. Future utilization of the federal net operating losses and tax credit carryforwards accumulated from June 2005 to the change in ownership date will be subject to annual limitations to offset future taxable income. The annual limitation may result in the expiration of the net operating losses and credits before utilization. As such, a portion of the Company’s net operating loss carryforwards may be limited. | ||
Earliest Tax Year | |||
Income Tax [Line Items] | |||
Operating loss carryforwards expiration year | 2025 | ||
Latest Tax Year | |||
Income Tax [Line Items] | |||
Operating loss carryforwards expiration year | 2037 |
Income Taxes - Income Tax Benef
Income Taxes - Income Tax Benefit Attributable to Our Loss from Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
U.S. federal income tax benefit at statutory rates | $ (2,085,000) | $ (4,058,000) |
State income tax benefit, net of federal benefit | (357,000) | (695,000) |
Research and experimentation credits | (560,000) | |
Deferred tax asset adjustment | 2,000 | |
Other | 186,000 | 185,000 |
Change in valuation allowance | 2,254,000 | 5,128,000 |
Income tax benefit | $ 0 | $ 0 |
Income Taxes - Net deferred tax
Income Taxes - Net deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 50,008 | $ 48,520 |
Charitable contribution carryforwards | 393 | 443 |
Research and experimentation credits | 2,420 | 2,420 |
Capitalized research and development costs | 979 | |
Capitalized intangibles | 356 | 387 |
Stock-based compensation | 205 | 152 |
Accrued compensation | 6 | 196 |
Lease liabilities | 94 | 119 |
Total deferred tax assets | 54,461 | 52,237 |
Valuation allowance | (54,372) | (52,118) |
Deferred tax assets, net of valuation allowance | 89 | 119 |
Deferred tax liabilities: | ||
Right-of-use asset | (84) | (107) |
Depreciation and amortization | (5) | (12) |
Net deferred tax liability | $ 0 | $ 0 |