Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 11, 2023 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-34810 | |
Entity Registrant Name | Aspira Women’s Health Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 33-0595156 | |
Entity Address, Address Line One | 12117 Bee Caves Road | |
Entity Address, Address Line Two | Building III | |
Entity Address, Address Line Three | Suite 100 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78738 | |
City Area Code | 512 | |
Local Phone Number | 519-0400 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | AWH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,390,928 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000926617 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 7,535 | $ 13,306 |
Accounts receivable, net of reserves of $10 and $9, at March 31, 2023 and December 31, 2022, respectively | 1,554 | 1,245 |
Prepaid expenses and other current assets | 1,137 | 1,442 |
Inventories | 302 | 316 |
Total current assets | 10,528 | 16,309 |
Property and equipment, net | 305 | 368 |
Right-of-use assets | 265 | 282 |
Restricted cash | 253 | 251 |
Other assets | 145 | 163 |
Total assets | 11,496 | 17,373 |
Current liabilities: | ||
Accounts payable | 867 | 881 |
Accrued liabilities | 3,984 | 3,650 |
Current portion of long-term debt | 442 | 403 |
Short-term debt | 535 | 764 |
Lease liability | 83 | 77 |
Total current liabilities | 5,911 | 5,775 |
Non-current liabilities: | ||
Long-term debt | 2,204 | 2,315 |
Lease liability | 250 | 272 |
Warrant liabilities | 2,304 | 2,280 |
Total liabilities | 10,669 | 10,642 |
Commitments and contingencies (Note 4) | ||
Stockholders' equity: | ||
Common stock, par value $0.001 per share, 13,333,333 and 10,000,000 shares authorized at March 31, 2023 and December 31, 2022, respectively; 8,329,543 and 8,306,326 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 8 | 8 |
Additional paid-in capital | 505,784 | 505,621 |
Accumulated deficit | (504,965) | (498,898) |
Total stockholders' equity | 827 | 6,731 |
Total liabilities and stockholders' equity | $ 11,496 | $ 17,373 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Accounts receivable, allowance | $ 10 | $ 9 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 150,000,000 |
Common stock, shares issued | 8,329,543 | 8,306,326 |
Common stock, shares outstanding | 8,329,543 | 8,306,326 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Revenue | $ 2,316 | $ 1,893 |
Cost of revenue: | ||
Cost of revenue | 1,125 | 932 |
Gross profit | 1,191 | 961 |
Operating expenses: | ||
Research and development | 1,231 | 1,348 |
Sales and marketing | 2,562 | 4,497 |
General and administrative | 3,167 | 4,363 |
Total operating expenses | 6,960 | 10,208 |
Loss from operations | (5,769) | (9,247) |
Change in fair value of warrant liabilities | (24) | |
Interest income (expense), net | 26 | (18) |
Other expense , net | (300) | (3) |
Net loss | $ (6,067) | $ (9,268) |
Net loss per share - basic | $ (0.73) | $ (1.24) |
Net loss per share - diluted | $ (0.73) | $ (1.24) |
Weighted average common shares used to compute basic net loss per common share | 8,313,091 | 7,475,936 |
Weighted average common shares used to compute diluted net loss per common share | 8,313,091 | 7,475,936 |
Product [Member] | ||
Revenue: | ||
Revenue | $ 2,315 | $ 1,835 |
Cost of revenue: | ||
Cost of revenue | 1,125 | 857 |
Genetics [Member] | ||
Revenue: | ||
Revenue | $ 1 | 58 |
Cost of revenue: | ||
Cost of revenue | $ 75 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cost Of Revenue [Member] | ||
Stock-based compensation expense | $ 13 | $ 52 |
Research And Development [Member] | ||
Stock-based compensation expense | 77 | (4) |
Sales And Marketing [Member] | ||
Stock-based compensation expense | (17) | 147 |
General And Administrative [Member] | ||
Stock-based compensation expense | $ 60 | $ 643 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Changes In Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance (in shares) at Dec. 31, 2021 | 7,475,916 | |||
Balance at Dec. 31, 2021 | $ 7 | $ 501,893 | $ (471,728) | $ 30,172 |
Net loss | (9,268) | (9,268) | ||
Common stock issued in conjunction with exercise of stock options. Shares | 200 | |||
Common stock issued in conjunction with exercise of stock options | 2 | 2 | ||
Stock-based compensation expense | 838 | 838 | ||
Balance (in shares) at Mar. 31, 2022 | 7,476,116 | |||
Balance at Mar. 31, 2022 | $ 7 | 502,733 | (480,996) | 21,744 |
Balance (in shares) at Dec. 31, 2022 | 8,306,326 | |||
Balance at Dec. 31, 2022 | $ 8 | 505,621 | (498,898) | 6,731 |
Net loss | (6,067) | (6,067) | ||
Common stock issued in conjunction with public offering, net of issuance costs (in shares) | 23,217 | |||
Common stock issued in conjunction with public offering, net of issuance costs | 30 | 30 | ||
Stock-based compensation expense | 133 | 133 | ||
Balance (in shares) at Mar. 31, 2023 | 8,329,543 | |||
Balance at Mar. 31, 2023 | $ 8 | $ 505,784 | $ (504,965) | $ 827 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||
Net loss | $ (6,067) | $ (9,268) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Non-cash lease expense | 1 | 2 | |
Depreciation and amortization | 70 | 64 | |
Stock-based compensation expense | 133 | 838 | |
Change in fair value of warrant liabilities | 24 | ||
Loss on impairment and disposal of property and equipment | 1 | 2 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (309) | (109) | |
Prepaid expenses and other assets | 323 | 18 | |
Inventories | 14 | (15) | |
Accounts payable, accrued liabilities and other liabilities | 104 | (1,705) | |
Net cash used in operating activities | (5,706) | (10,173) | |
Cash flows from investing activities: | |||
Purchase of property and equipment | (8) | (82) | |
Net cash used in investing activities | (8) | (82) | |
Cash flows from financing activities: | |||
Principal repayment of DECD loan | (85) | (72) | |
Proceeds from issuance of common stock from exercise of stock options | 2 | ||
Proceeds from public offering | 162 | ||
Payment of issuance costs for public offering | (132) | ||
Net cash used in financing activities | (55) | (70) | |
Net (decrease) increase in cash, cash equivalents and restricted cash | (5,769) | (10,325) | |
Cash, cash equivalents and restricted cash, beginning of period | 13,557 | 37,430 | $ 37,430 |
Cash, cash equivalents and restricted cash, end of period | 7,788 | 27,105 | 13,557 |
Reconciliation to Consolidated Balance Sheet: | |||
Cash and cash equivalents | 7,535 | 26,855 | 13,306 |
Restricted cash | 253 | 250 | 251 |
Unrestricted and restricted cash and cash equivalents | 7,788 | 27,105 | $ 13,557 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for interest | $ 18 | $ 20 |
Organization, Basis Of Presenta
Organization, Basis Of Presentation And Significant Accounting And Reporting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Basis Of Presentation And Significant Accounting And Reporting Policies [Abstract] | |
Organization, Basis Of Presentation And Significant Accounting And Reporting Policies | 1. ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING AND REPORTING POLICIES Organization Aspira Women’s Health Inc., formerly known as Vermillion, Inc. (“Aspira” and its wholly-owned subsidiaries are collectively referred to as the “Company ”) is incorporated in the state of Delaware, and is engaged in the business of developing and commercializing risk assessment and diagnostic tests for gynecologic disease. The Company currently markets and sells the following products and related services: (1) Ova1, a blood test intended as an aid to further assess the likelihood of malignancy in women with an ovarian adnexal mass for which surgery is planned when the physician’s independent clinical and radiological evaluation does not indicate malignancy; (2) Overa, a second-generation biomarker reflex intended to maintain Ova1’s high sensitivity while improving specificity; (3) Ova1Plus, a reflex offering which uses Ova1 as the primary test and Overa as a confirmation for Ova1 intermediate range results; and (4) OvaWatch, a lab developed blood test intended to assist in the initial clinical assessment of malignancy risk in all women with an adnexal mass whose initial clinical assessments are benign or indeterminate. Collectively, these tests are referred to and marketed as OvaSuite. Revenue from these sources is included in total revenue in the results of operations for the three months ended March 31, 2023. Reverse Stock Split On May 9, 2023, the Company’s board of directors approved a one for fifteen reverse stock split (the “Reverse Stock Split”) of the Company’s common stock without any change to its par value, which became effective on May 12, 2023. All references to share and per share amounts for all periods presented in these unaudited condensed consolidated financial statements have been retrospectively restated to reflect the Reverse Stock Split and proportional adjustment of the preferred stock conversion ratio. Par values were not adjusted. Liquidity As of March 31, 2023 , the Company had $ 7,535,000 of cash and cash equivalents (excluding restricted cash of $ 253,000 ), an accumulated deficit of approximately $ 504,965,000 , and w orking capital of $ 4,617,000 . For the three months ended March 31, 2023 , the Company incurred a net loss of $ 6,067,000 and used cash in operations of $ 5,706,000 . The Company has incurred significant net losses and negative cash flows from operations since inception and the Company also expects to continue to incur a net loss and negative cash flows from operations for 2023. In the event that the Company’s existing cash on hand is not sufficient to fund operations, meet its capital requirements or satisfy the anticipated obligations as they become due, the Company expects to take further action to protect its liquidity position. Such actions may include, but are not limited to: Raising capital through an equity offering either in the public markets or via a private placement offering (however, no assurance can be given that capital will be available on acceptable terms, or at all); Securing debt, however, no assurance can be given that debt will be available on acceptable terms or at all; Reducing executive bonuses or replacing cash compensation with equity grants; Reducing professional services and consulting fees and eliminating non-critical projects; Reducing travel and entertainment expenses; and Reducing, eliminating or deferring discretionary marketing programs. The Company also has outstanding warrants to purchase shares of its common stock that may be exercised although there can be no assurance that the warrants will be exercised. There can be no assurance that the Company will achieve or sustain profitability or positive cash flow from operations. Given the above conditions, there is substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from these uncertainties. On June 1, 2022, the Company received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market notifying the Company that, for the preceding 30 consecutive business days, the closing bid price for the Company’s common stock was below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). On November 29, 2022, the Company was granted an additional 180-calendar day compliance period, or until May 29, 2023, to regain compliance with the minimum bid price requirement. The Company may achieve compliance during this period if the closing bid price of Aspira common stock is at least $1.00 per share for a minimum of 10 consecutive business days. On May 9, 2023, upon shareholder approval at its Annual Meeting, the Company effectuated a reverse stock split, with a ratio of one for fifteen in order to regain compliance. T here is no assurance that the Company will be able to maintain compliance with this or any of the other Nasdaq continued listing requirements. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments necessary for the fair statement of results for the periods presented, have been included. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year or any other interim period. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal year. The consolidated balance sheet at December 31 , 2022 included in this report has been derived from the audited consolidated financial statements at that date but does not include all the information and notes required by GAAP. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022 included in Aspira’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 30, 2023. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated results. Significant Accounting Policies Revenue Recognition Product Revenue – OvaSuite : The Company recognizes product revenue in accordance with the provisions of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Product revenue is recognized upon completion of the OvaSuite test and delivery of results to the physician based on estimates of amounts that will ultimately be realized. In determining the amount of revenue to be recognized for a delivered test result, the Company considers factors such as payment history and amount, payer coverage, whether there is a reimbursement contract between the payer and the Company, and any developments or changes that could impact reimbursement. These estimates require significant judgment by management as the collection cycle on some accounts can be as long as one year. The effect of any change made to an estimated input component and, therefore revenue recognized, would be recorded as a change in estimate at the time of the change. The Company also reviews its patient account population and determines an appropriate distribution of patient accounts by payer (i.e., Medicare, patient pay, other third-party payer, etc.) into portfolios with similar collection experience. The Company has elected this practical expedient that, when evaluated for collectability, results in a materially consistent revenue amount for such portfolios as if each patient account were evaluated on an individual contract basis. During the period ended March 31, 2023, there were no adjustments to estimates of variable consideration to derecognize revenue for services provided in a prior period. There were no impairment losses on accounts receivable recorded during the periods ended March 31, 2023 and 2022. Genetics Revenue – Aspira GenetiX : Under ASC 606, the Company’s genetics revenue was recognized upon completion of the Aspira GenetiX test and delivery of results to the physician based on estimates of amounts that will ultimately be realized. In determining the amount of revenue to be recognized for a delivered test result, the Company considered factors such as payment history and amount, payer coverage, whether there was a reimbursement contract between the payer and the Company, and any developments or changes that could impact reimbursement. These estimates require significant judgment by management. In September 2022, the Company received a notice of cancellation from its only Aspira Synergy genetics carrier screening customer, Axia Women’s Health. As a result of this cancellation, along with the general deterioration of commercial opportunities in the genetics carrier screening market, has led the Company to cease providing Aspira GenetiX, including genetics carrier screening, on our Aspira Synergy platform, effective as of September 30, 2022. The Company did not incur any termination penalties nor did the Company accrue any expenses as a result of the cancellation. This is not expected to have a material impact on the Company’s revenues in any future periods. Accounts Receivable: Virtually all accounts receivable are derived from sales made to customers located in North America. The Company performs ongoing credit evaluations of its customers’ financial condition and generally does not require collateral. The Company maintains an allowance for credit losses based upon the expected collectability of accounts receivable. In determining the amount of the allowance for credit losses, we consider historical collectability based on past due status and make judgments about the creditworthiness of customers based on ongoing credit evaluations. We also consider customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions . Correction of Immaterial Errors During the three months ended March 31, 2023, we identified an immaterial error related to the accounting for forfeitures in stock-based compensation that that impacted previously issued 2022 consolidated financial statements. Management evaluated the impact on the 2022 and 2023 consolidated financial statements and concluded it was not material. As a result, we recorded an out of period adjustment to reduce stock-based compensation in the amount of $ 262,000 during the three months ended March 31, 2023. The adjustment resulted in a reduction to additional paid-in capital of $ 262,000 as of March 31, 2023. In addition, we omitted the disclosure of the fair value hierarchy for the insurance promissory note and DECD loan as Level 2 and Level 3, respectively, within the fair value hierarchy and the fair value disclosures for the DECD loan. These immaterial errors have been corrected in Note 2 to our unaudited condensed consolidated financial statements. Recent Accounting Pronouncements In June 2016 , the Financial Accounting Standards Board issued Accounting Standard Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU requires timelier recording of credit losses on loans and other financial instruments held. Instead of reserves based on a current probability analysis, Topic 326 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. All organizations will now use forward-looking information to better inform their credit loss estimates. Topic 326 requires enhanced disclosures regarding significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide information about the amounts recorded in the financial statements. In addition, Topic 326 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326 Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , to introduce amendments which will affect the recognition and measurement of financial instruments, including derivatives and hedging. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments – Credit Losses (Topic 326); Targeted Transition Relief. The amendments in this ASU provide entities that have certain instruments within the scope of Subtopic 326-20 with an option to irrevocably elect the fair value option in Subtopic 825-10, applied on an instrument-by-instrument basis for eligible instruments upon adoption of Topic 326. This standard and related amendments are effective for the Company’s fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The ASU is effective January 1, 2023 for smaller reporting companies, which includes the Company. The adoption of ASU 2016-13 did not have a material impact on the Company’s results of operations, financial position, or cash flows. In March 2020, FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments . This ASU improves and clarifies various financial instruments topics, including the current expected credit losses standard issued in 2016 (ASU No. 2016-13). The ASU includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments have different effective dates. The issues 1-5 are conforming amendments, which are effective upon issuance of this final update. The Company determined that issues 1-5 have no impact on its financials. The amendments related to issue 6 and 7 effect ASU No. 2016-13, Financial instruments – credit losses (Topic 326): measurement of credit losses on financial statements . Effective dates of issue 6 and 7 are the same as the effective date of ASU No. 2016-13. The Company has adopted the new standard in the first quarter of fiscal year 2023. The adoption of this standard by the Company did not have a material impact on the Company’s results of operations, financial position, or cash flows. In August 2020, the Financial Accounting Standards Board issued Accounting Standard Update No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). This update was issued to assist in simplifying the accounting for convertible instruments. This ASU 2020-06 is scheduled to be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 2. FAIR VALUE MEASUREMENTS Assets and Liabilities Measured at Fair Value Financial instruments of the Company consist primarily of cash and cash equivalents, restricted cash accounts, receivable, and accounts payable, and warrant liability. These items are considered Level 1 due to their short-term nature and their market interest rates, except for warrant liability, which is considered Level 2 and is recorded at fair value at the end of each reporting period. Fair Value of Financial Instruments The Company records Warrants in connection with the 2022 offering, discussed in Note 6 to our unaudited condensed consolidated financial statements, as a liability. The fair values of the Warrants as of March 31, 2023 and December 31, 2022 were $ 2,304,000 and $ 2,280,000 , respectively. The fair value of the warrants was estimated using Black-Scholes pricing model based on the following assumptions: March 31, 2023 December 31, 2022 Dividend yield - % - % Volatility 101.2 % 96.8 % Risk-free interest rate 3.60 % 3.99 % Expected lives (years) 4.39 4.64 Weighted average fair value $ 2.880 $ 2.850 The fair value of the Warrants was deemed to be derivative instruments due to certain contingent put feature, was determined using the Black-Scholes option pricing model, deemed to be an appropriate model due to the terms of the Warrants issued, including a fixed term and exercise price. The fair value of Warrants was affected by changes in inputs to the Black-Scholes option pricing model including the Company’s stock price, expected stock price volatility, the contractual term, and the risk-free interest rate. This model uses Level 2 inputs, including stock price volatility, in the fair value hierarchy established by ASC 820 Fair Value Measurement. At March 31, 2023 , the fair value of all Warrants was $ 2,304,000 , which are classified as a long term Warrant liability on the Company’s balance sheet. The carrying value of the Company’s insurance promissory note approximates fair value as of March 31, 2023 and December 31, 2022, due to the short-term nature of the insurance note and are classified as Level 2 within the fair value hierarchy. The DECD loan is classified within Level 3 of the fair value hierarchy. The following table presents the carrying value and fair value of the DECD loan. The fair value of the DECD loan is estimated based on discounted cash flows using the prevailing market interest rates. March 31, December 31, 2023 2022 (in thousands) Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value DECD loan Level 3 2,656 $ 2,078 $ 2,729 $ 2,110 |
Prepaid And Other Current Asset
Prepaid And Other Current Assets | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid And Other Current Assets [Abstract] | |
Prepaid And Other Current Assets | 3. PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets at March 31, 2023 and December 31, 2022 consists of the following: March 31, December 31, (in thousands) 2023 2022 Prepaid insurance $ 540 $ 767 Software licenses 209 269 Subscriptions 115 211 Other 273 195 Total prepaid and other current assets $ 1,137 $ 1,442 |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 4. COMMITMENTS AND CONTINGENCIES Coronavirus Aid, Relief, and Economic Security (CARES) Act and Paycheck Protection Program Loan On May 1, 2020, the Company obtained the Paycheck Protection Program loan (the “PPP Loan”) from BBVA USA in the aggregate amount of approximately $ 1,006,000 . The Company applied for forgiveness of the PPP Loan in March 2021, and, effective May 27, 2021, the U.S. Small Business Administration confirmed the waiver of the Company’s repayment of the PPP Loan which was recognized as a gain in other income in 2021. The Company remains subject to an audit of the PPP loan. There is no assurance that the Company will not be required to repay all or a portion of the PPP Loan, as a result of any such audit. Loan Agreement On March 22, 2016, the Company entered into a loan agreement (as amended, the “DECD Loan Agreement”) with the State of Connecticut Department of Economic and Community Development (the “DECD”), pursuant to which the Company may borrow up to $ 4,000,000 from the DECD. The loan bears interest at a fixed rate of 2.0 % per annum and requires equal monthly payments of principal and interest until maturity, which occurs on April 15, 2026 . As security for the loan, the Company has granted the DECD a blanket security interest in the Company’s personal and intellectual property. The DECD’s security interest in the Company’s intellectual property may be subordinated to a qualified institutional lender. The loan may be prepaid at any time without premium or penalty. An initial disbursement of $ 2,000,000 was made to the Company on April 15, 2016 under the DECD Loan Agreement. On December 3, 2020, the Company received a disbursement of the remaining $ 2,000,000 under the DECD Loan Agreement, as the Company had achieved the target employment milestone necessary to receive an additional $ 1,000,000 under the DECD Loan Agreement and the DECD determined to fund the remaining $ 1,000,000 under the DECD Loan Agreement after concluding that the required revenue target would likely have been achieved in the first quarter of 2020 in the absence of the impacts of COVID-19. Under the terms of the DECD Loan Agreement, the Company may be eligible for forgiveness of up to $ 1,500,000 of the principal amount of the loan if the Company was able to achieve certain job creation and retention milestones by December 31, 2022. The Company is in the process of completing its analysis of our compliance with the forgiveness criteria, and expects to submit the documentation required by the agreement in the second quarter of 2023. The Company has not yet been legally released from the liability. If the Company was either unable to retain 25 full-time employees with a specified average annual salary for a consecutive two-year period or does not maintain the Company’s Connecticut operations through March 22, 2026, the DECD may require early repayment of a portion or all of the loan plus a penalty of 5 % of the total funded loan. Long-term debt consisted of the following: March 31, December 31, 2023 2022 (in thousands) DECD loan, net of issuance costs $ 2,646 $ 2,718 Less: Current portion, net of issuance costs ( 442 ) ( 403 ) Total long-term debt, net of issuance costs $ 2,204 $ 2,315 As of March 31, 2023, the annual amounts of future minimum principal payments due under the Company’s contractual obligation are shown in the table below. Unamortized debt issuance costs for the DECD loan were $ 10,000 . Payments Due by Period (in thousands) Total 2023 2024 2025 2026 2027 Thereafter DECD Loan $ 2,656 $ 333 $ 452 $ 461 $ 341 $ 254 $ 815 Total $ 2,656 $ 333 $ 452 $ 461 $ 341 $ 254 $ 815 Insurance Notes During 2022, the Company entered into an insurance promissory note for the payment of insurance premiums at an interest rate of 5.48 %, with an aggregate principal amount outstanding of approximately $ 535,000 and $ 764,000 as of March 31, 2023 and December 31, 2022, respectively. The amount outstanding in 2022 could be substantially offset by the cancellation of the related insurance coverage which is classified in prepaid insurance. This note is payable in ten monthly installments with a maturity date of October 1, 2023 and has no financial or operational covenants. Operating Leases The Company leases facilities to support its business. The Company’s principal facility, including the Clinical Laboratory Improvements Amendments of 1988 (“CLIA”) laboratory used by Aspira Labs, Inc., is located in Austin, Texas, and the administrative offices are located in Trumbull, Connecticut. The Company has also recently opened an administrative office in Palo Alto, CA. In December 2022, the Company renewed the Austin, Texas lease for one additional year. The Company’s renewed lease expires on January 31, 2024 , with no automatic renewal or renewal option. The Company’s Texas lease has a term of 12 months , and the Company has elected the policy of not recording leases on the balance sheet when the leases have terms of 12 months or less . The Company recognizes the lease payments in profit and loss on a straight-line basis over the term of the lease, and variable lease payments in the period in which the obligation for the payments was incurred. Variable lease costs represent our share of the landlord’s operating expenses. In September 2020, the Company exercised the renewal option for its Trumbull, Connecticut lease. The Company’s renewed lease expires on June 30, 2026 , with a five-year renewal option. The Company is not reasonably certain that it will exercise the five-year renewal option beginning on July 1, 2026. In January 2023, the Company entered into a new sublease agreement for an administrative facility in Palo Alto, California. The Company’s sublease term commences in April 2023 and expires on May 31, 2024 , with no option for renewal. The fixed lease payment will initially be approximately $ 9,000 per month and will increase to approximately $ 10,000 per month for the remainder of the lease beginning in January 2024. Future undiscounted lease payments are approximately $ 125,000 . The expense associated with these operating leases for the three months ended March 31, 2023 and 2022 is shown in the table below (in thousands). Three Months Ended March 31, Lease Cost Classification 2023 2022 Operating rent expense Cost of revenue $ 24 $ 20 Research and development 6 7 Sales and marketing 2 9 General and administrative 21 16 Variable rent expense Cost of revenue $ 15 $ 10 Research and development 3 6 Sales and marketing 2 9 General and administrative 21 18 Based on the Company’s leases as of March 31, 2023 , the table below sets forth the approximate future lease payments related to operating leases with initial terms of one year or more (in thousands). 2023 $ 81 2024 116 2025 124 2026 64 Total Operating Lease Payments 385 Less: Imputed Interest ( 52 ) Present Value of Lease Liabilities 333 Weighted- average lease term and discount rate were as follows: Three Months Ended March 31, 2023 2022 Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows relating to operating leases $ 48 $ 47 Weighted-average remaining lease term (in years) 3.2 4.2 Weighted-average discount rate 9.29 % 9.33 % Non-cancellable Royalty Obligations The Company is a party to an amended research collaboration agreement with The Johns Hopkins University School of Medicine under which the Company licenses certain of its intellectual property directed at the discovery and validation of biomarkers in human subjects, including but not limited to clinical application of biomarkers in the understanding, diagnosis and management of human disease. Under the terms of the amended research collaboration agreement, Aspira is required to pay the greater of 4 % royalties on net sales of diagnostic tests using the assigned patents or annual minimum royalties of $ 57,500 . Royalty expense for the three months ended March 31, 2023 and 2022 totaled $ 90,000 and $ 73,000 , respectively, as recorded in cost of revenue in the unaudited condensed consolidated statements of operations. Business Agreements On August 8, 2022, the Company entered into a sponsored research agreement with Harvard’s Dana-Farber Cancer Institute, Brigham & Women’s Hospital, and Medical University of Lodz for the generation of a multi-omic, non-invasive diagnostic aid to identify endometriosis based on circulating microRNAs and proteins. The contract requires payments to be made upon the achievement of certain milestones. Under the terms of and as further described in the agreement, payments of approximately $ 1,252,000 have or will become due from the Company to the counterparties upon successful completion of certain deliverables in 2022 and 2023 as follows: 68 % was paid in August 2022, 15 % will become payable upon completion of certain deliverables expected to occur in the second quarter of 2023, and 17 % will become payable upon completion of certain deliverables estimated to occur in the third quarter of 2023. During the three months ended March 31, 2023 approximately $ 23,000 has been recorded as research and development expense in the unaudited condensed consolidated financial statement of operations for the project. From the inception of the agreement through March 31, 2023, research and development expenses in the cumulative amount of $ 891,000 have been recorded . On March 20, 2023, the Company entered into a licensing agreement (“License Agreement”) with Harvard’s Dana-Farber Cancer Institute, Brigham & Women’s Hospital, and Medical University of Lodz under which the Company will license certain of its intellectual property to be used in the Company’s OvaSuite product portfolio. Under the License Agreement, the Company will pay an initial license fee of $ 75,000 and then will pay a license maintenance fee of $ 50,000 on each anniversary of the date of the License Agreement. The License Agreement also requires non-refundable royalty payments of up to $ 1,350,000 based on certain milestones and further royalty payments based on the net sales of the Company’s products included under the License Agreement. Contingent Liabilities From time to time, the Company is involved in legal proceedings and regulatory proceedings arising from operations. The Company establishes reserves for specific liabilities in connection with legal actions that management deems to be probable and estimable. The Company is not currently a party to any proceeding, the adverse outcome of which would have a material adverse effect on the Company’s financial position or results of operations. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | 5. ACCRUED LIABILITIES The following table describes the principal components of accrued liabilities on the Company’s unaudited condensed consolidated balance sheet as of: March 31, December 31, (in thousands) 2023 2022 Payroll and benefits related expenses $ 1,541 $ 2,051 Collaboration and research agreements expenses 336 404 Professional services 1,460 556 Other accrued liabilities 647 639 Total accrued liabilities $ 3,984 $ 3,650 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 6. STOCKHOLDERS’ EQUITY 2023 Reverse Stock Split At the Company’s annual meeting on May 9, 2023, the stockholders of the Company approved the proposal to authorize the Board of Directors in its discretion, without further authorization of the Company’s stockholders, to amend the Company’s Certificate of Incorporation to effect a reverse split of the Company’s common stock by a ratio of between one for ten and one for twenty . On May 9, 2023, the Company’s board of directors approved a one for fifteen reverse stock split of the Company’s common stock without any change to its par value, which became effective on May 12, 2023. 2023 At the Market offering On February 10, 2023, the Company entered into a Controlled Equity Offering SM Sales Agreement, (the “Sales Agreement”), with Cantor Fitzgerald & Co., (“Cantor”), as agent, pursuant to which it may offer and sell, from time to time, through Cantor, shares of the Company’s common stock, par value $ 0.001 per share, having an aggregate offering price of up to $ 12.5 million, (the “Placement Shares”). The Placement Shares will be issued and sold pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-252267), as previously filed with, and declared effective by, the Securities and Exchange Commission. The Company filed a prospectus supplement, dated February 10, 2023, with the Securities and Exchange Commission in connection with the offer and sale of the Placement Shares. Under the Sales Agreement, Cantor may sell the Placement 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, or the Securities Act, including sales made directly on the Nasdaq Capital Market, on any other existing trading market for our common stock or to or through a market maker or in privately negotiated transactions. From time to time, the Company may instruct Cantor not to sell the Placement Shares if the sales cannot be effected at or above the price designated by the Company. Cantor receives a Placement Fee of 3% for each completed sale of Placement Shares under the Sales Agreement. The Company is not obligated to make any sales of the Placement Shares under the Sales Agreement. The offering of the Placement Shares pursuant to the Sales Agreement will terminate upon the earlier of (a) the sale of all of the Placement Shares subject to the Sales Agreement or (b) the termination of the Sales Agreement by Cantor or the Company, as permitted therein. As of March 31, 2023 and December 31, 2022 the Company had $ 145,000 and $ 150,000 , respectively, of deferred transaction-related offering costs recorded in other assets in the unaudited condensed consolidated balance sheet. The Company incurred incremental transaction-related offering costs of approximately $ 127,000 in connection with the execution of the Sales Agreement during the three months ended March 31, 2023. During the three months ended March 31, 2023, the Company sold 23,217 of the Placement Shares, as adjusted for the Reverse Stock Split, for gross proceeds of approximately $ 162,000 . For the three months ended March 31, 2023, the Company recorded $ 132,000 as an offset to additional paid-in capital representing transaction-related offering costs of the Placement Shares. 2023 Equity Line of Credit On March 28, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”) and a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company has the right, in its sole discretion, to sell to Lincoln Park shares of the Company’s common stock, par value $ 0.001 per share (the “Common Stock”), having an aggregate value of up to $ 10,000,000 (the “Purchase Shares”), subject to certain limitations and conditions set forth in the Purchase Agreement. The Company will control the timing and amount of any sales of Purchase Shares to Lincoln Park pursuant to the Purchase Agreement. Under the Purchase Agreement, on any business day after March 28, 2023 selected by the Company over the 36-month term of the Purchase Agreement (each, a “Purchase Date”), the Company may direct Lincoln Park to purchase up to 6,666 shares of Common Stock on such Purchase Date (a “Regular Purchase”); provided, however, that (i) a Regular Purchase may be increased to up to 13,333 shares, if the closing sale price per share of the Common Stock on Nasdaq is not below $ 7.50 on the applicable Purchase Date; (ii) a Regular Purchase may be increased to up to 16,666 shares, if the closing sale price per share of the Common Stock on Nasdaq is not below $ 11.25 on the applicable Purchase Date; and (iii) a Regular Purchase may be increased to up to 20,000 shares, if the closing sale price per share of the Common Stock on Nasdaq is not below $ 15.00 on the applicable Purchase Date. All terms of the Purchase Agreement have been adjusted for the Reverse Stock Split. In any case, Lincoln Park’s maximum obligation under any single Regular Purchase will not exceed $ 1,000,000 . The above-referenced share amount limitations and closing sale price thresholds are subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as provided in the Purchase Agreement. The purchase price per share for each such Regular Purchase will be equal to the lesser of: 1. the lowest sale price for the Common Stock on the Nasdaq Capital Market on the date of sale; and 2. the average of the three lowest closing sale prices for the Common Stock on the Nasdaq Capital Market during the 10 consecutive business days ending on the business day immediately preceding the purchase date. The Company also has the right to direct Lincoln Park, on any business day on which the Company has properly submitted a Regular Purchase notice for the maximum amount the Company is then permitted to sell to Lincoln Park in such Regular Purchase, to purchase an additional amount of the Common Stock (an “Accelerated Purchase”) of a dditional shares based on criteria established in the Purchase Agreement. An Accelerated Purchase, which is at the Company’s sole discretion, may be subject to additional requirements and discounts if certain conditions are met as defined in the Purchase Agreement. The Company incurred approximately $ 323,000 of costs related to the execution of the Purchase Agreement, all of which are reflected in the unaudited condensed consolidated financial statements. Of the total costs incurred, approximately $ 265,000 was paid in common stock to Lincoln Park for a commitment fee and $ 30,000 was accrued for Lincoln Park expenses. These transaction costs were included in other expense in the unaudited condensed statement of operations Approximately $ 28,000 was incurred for legal fees and were included in general and administrative expenses on the unaudited condensed statement of operations. No shares were purchased under the Purchase Agreement during the quarter ended March 31, 2023. 2022 Public Offering On August 22, 2022, the Company, entered into an underwriting agreement (the “2022 Underwriting Agreement”) with William Blair & Company, L.L.C., as the sole underwriter (the “2022 Underwriter”). Pursuant to the 2022 Underwriting Agreement, the Company agreed to issue and sell, in an underwritten public offering (the “2022 Offering”), 800,000 shares, as adjusted for the reverse stock split, of the Company’s common stock, par value $ 0.001 per share (“Common Stock”) and warrants to purchase up to 800,000 shares of Common Stock (the “Warrants”). Each share of Common Stock was sold together with one Warrant to purchase one share of Common Stock, at a price to the public of $ 11.25 per share, as adjusted for the reverse stock split and related Warrant. The Warrants were issued pursuant to a common stock purchase warrant (the “Form of Warrant”). Each Warrant has an initial exercise price equal to $ 13.20 per share of Common Stock, as adjusted for the reverse stock split, and are exercisable for five years from the date of issuance. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment in the event of certain subdivisions and combinations, including by any stock split or reverse stock split, stock dividend, recapitalization or otherwise. The exercise of the Warrants may be limited in certain circumstances if, after giving effect to such exercise, the holder or any of its affiliates would beneficially own (as determined in accordance with the terms of the Warrants) more than 4.99 % (or, at the election of the holder, 9.99 %) of the outstanding Common Stock immediately after giving effect to the exercise. There is no established trading market available for the Warrants on any securities exchange or nationally recognized trading system. 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 Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815-40, including whether the warrants are indexed to the Company’s own stock and whether the events where holders of the warrants could potentially require net cash settlement are within the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The Form of Warrant requires that, if the Company consummates any merger, consolidation, sale or other reorganization event, including the sale of all or substantially all of the Company’s assets, in which its common stock is converted into or exchanged for securities, cash or other property (“Fundamental Transaction”), then the Company shall pay at the holder’s option, exercisable at any time commencing on the occurrence or the consummation of the Fundamental Transaction (or, if later, the date of public announcement) and continuing up to 30 days, an amount of cash equal to the value of the remaining unexercised portion of the Warrant as determined in accordance with the Black-Scholes option pricing model on the date of such Fundamental Transaction provided; however, that if the Fundamental Transaction is not within the Company’s control, including not approved by the Board of Directors, the holder of the Warrant shall only be entitled to receive the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the Warrant, that is being offered and paid to the holder of the Common Stock of the Company in connection with the Fundamental Transaction. The Black-Scholes option pricing model, as defined in the Form of Warrant, includes as an input, the highest volume weighted average price (“VWAP”) for a period of one trading day preceding the consummation or announcement of a Fundamental Transaction up to 30 days after a Fundamental Transaction. The Company has determined that an adjustment based on this input is not limited to the effect that is attributable to the Fundamental Transaction and therefore causes the Warrants to fail the indexation guidance under ASC 815-40. As a result, the Company has determined that the Warrants must be recorded as derivative liabilities upon issuance and marked to market on a quarterly basis in the Company’s unaudited condensed consolidated statement of operations until their exercise or expiration. The 2022 Offering resulted in net proceeds to the Company of approximately $ 7,675,000 , after deducting underwriting discounts and offering expenses of $ 1,325,000 . Offering costs were allocated between liability expense and equity based on the fair value of the Warrants of $ 7,752,000 and the total gross proceeds of $ 9,000,000 . $ 1,117,000 of offering costs were allocated to the Warrants and were expensed immediately and recorded as selling, general and administrative expense in the consolidated statement of operations for the year ended December 31, 2022, resulting in a net impact to the Company’s equity of $ 208,000 . 2010 Stock Incentive Plan The Company’s employees, directors, and consultants were eligible to receive awards under the Vermillion, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “2010 Plan”), which was replaced by the 2019 Plan (as defined below) with respect to future equity grants. As of March 31, 2023, there were no shares of Aspira common stock available for future grants under the 2010 Plan. As of March 31, 2023, a total of 270,554 shares of Aspira common stock were subject to outstanding stock options under the 2010 Plan. 2019 Stock Incentive Plan At the Company’s 2019 annual meeting of stockholders, the Company’s stockholders approved the Vermillion, Inc. 2019 Stock Incentive Plan, the name of which was subsequently changed to the Aspira Women’s Health Inc. 2019 Stock Incentive Plan (the “2019 Plan”). The purposes of the 2019 Plan are (i) to align the interests of the Company’s stockholders and recipients of awards under the 2019 Plan by increasing the proprietary interest of such recipients in the Company’s growth and success; (ii) to advance the interests of the Company by attracting and retaining non-employee directors, officers, other employees, consultants, independent contractors and agents; and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders. The 2019 Plan allows the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to participants. Subject to the terms and conditions of the 2019 Plan, the initial number of shares authorized for grants (as adjusted for the reverse stock split) under the 2019 Plan is 699,485 . On May 9, 2023, the Company’s stockholders approved an increase of 333,333 in the number of shares available for issuance under the 2019 Plan for a total of 1,032,818 shares. To the extent an equity award granted under the 2019 Plan expires or otherwise terminates without having been exercised or paid in full, or is settled in cash, the shares of common stock subject to such award will become available for future grant under the 2019 Plan. As of March 31, 2023 , 496,031 shares of Aspira common stock were subject to outstanding stock options, and 17,412 shares of Aspira common stock were subject to unvested restricted stock awards and a total of 93,112 shares of Aspira common stock were reserved for issuance under the 2019 Plan. Stock-Based Compensation During the three months ended March 31, 2023, the Company granted the following awards under the 2019 Plan. Assumptions included in the fair value per share calculations were (i) expected terms of one to four years , (ii) one- to five- year treasury interest rates of 4.01 % to 4.87 % and (iii) market close prices ranging from $ 4.80 to $ 8.70 , as adjusted for the reverse stock split. The Company recorded $ 598,000 in forfeitures for the three months ended March 31, 2023. Grant Date Number of Shares (post-reverse stock split) Type of Award Exercise Price / Share Fair Value / Share 1/3/2023 333 Options $ 4.80 $ 1.95 1/20/2023 24,333 Options $ 7.50 $ 4.16 2/1/2023 333 Options $ 7.65 $ 3.08 2/8/2023 99,166 Options $ 8.70 $ 4.83 2/8/2023 13,333 Options $ 15.30 $ 5.92 2/8/2023 5,737 Restricted Stock Units $ - $ - 2/9/2023 25,964 Options $ 8.55 $ 4.76 2/9/2023 64,611 Options $ 8.55 $ 6.08 2/9/2023 11,675 Restricted Stock Units $ - $ - 245,485 The allocation of employee stock-based compensation expense, including expense reversals due to forfeitures, by functional area for the three months ended March 31, 2023 and 2022 was as follows: Three Months Ended March 31, (in thousands) 2023 2022 Cost of revenue $ 7 $ 46 Research and development 75 ( 30 ) Sales and marketing ( 17 ) 147 General and administrative ( 33 ) 576 Total $ 32 $ 739 |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Loss Per Share [Abstract] | |
Loss Per Share | 5. LOSS PER SHARE The Company calculates basic loss per share using the weighted average number of shares of Aspira common stock outstanding during the period. Because the Company is in a net loss position, diluted loss per share is calculated using the weighted average number of shares of Aspira common stock (as adjusted for the reverse stock split) outstanding and excludes the anti-dilutive effects of 1,583,997 and 759,240 potential shares of Aspira common stock as of March 31, 2023 and 2022, respectively, inclusive of 800,000 shares of Aspira common stock issuable upon the exercise of the warrants outstanding as of March 31, 2023. Potential shares of Aspira common stock and warrants include incremental shares of Aspira common stock issuable upon the exercise of stock options and warrants and the vesting of unvested restricted stock units. Loss Shares Per Share (In thousands, except shares and per share data) (Numerator) (Denominator) Amount Three months ended March 31, 2023: Net loss - basic $ ( 6,067 ) 8,313,091 $ ( 0.73 ) Dilutive effect of common stock shares issuable upon exercise of stock options - - Net loss - diluted $ ( 6,067 ) 8,313,091 $ ( 0.73 ) Three months ended March 31, 2022: Net loss - basic $ ( 9,268 ) 7,475,936 $ ( 1.24 ) Dilutive effect of common stock shares issuable upon exercise of stock options - - Net loss - diluted $ ( 9,268 ) 7,475,936 $ ( 1.24 ) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 7. SUBSEQUENT EVENTS On May 9, 2023 at the Company’s annual meeting, the stockholders of the Company approved the an amendment to the Aspira Women’s Health Inc. 2019 Plan to increase the number of shares of common stock available for future awards under the 2019 Plan as of the date of stockholder approval of the Amendment by 333,333 . |
Organization, Basis Of Presen_2
Organization, Basis Of Presentation And Significant Accounting And Reporting Policies (Policy) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Basis Of Presentation And Significant Accounting And Reporting Policies [Abstract] | |
Organization | Organization Aspira Women’s Health Inc., formerly known as Vermillion, Inc. (“Aspira” and its wholly-owned subsidiaries are collectively referred to as the “Company ”) is incorporated in the state of Delaware, and is engaged in the business of developing and commercializing risk assessment and diagnostic tests for gynecologic disease. The Company currently markets and sells the following products and related services: (1) Ova1, a blood test intended as an aid to further assess the likelihood of malignancy in women with an ovarian adnexal mass for which surgery is planned when the physician’s independent clinical and radiological evaluation does not indicate malignancy; (2) Overa, a second-generation biomarker reflex intended to maintain Ova1’s high sensitivity while improving specificity; (3) Ova1Plus, a reflex offering which uses Ova1 as the primary test and Overa as a confirmation for Ova1 intermediate range results; and (4) OvaWatch, a lab developed blood test intended to assist in the initial clinical assessment of malignancy risk in all women with an adnexal mass whose initial clinical assessments are benign or indeterminate. Collectively, these tests are referred to and marketed as OvaSuite. Revenue from these sources is included in total revenue in the results of operations for the three months ended March 31, 2023. |
Reverse Stock Split | Reverse Stock Split On May 9, 2023, the Company’s board of directors approved a one for fifteen reverse stock split (the “Reverse Stock Split”) of the Company’s common stock without any change to its par value, which became effective on May 12, 2023. All references to share and per share amounts for all periods presented in these unaudited condensed consolidated financial statements have been retrospectively restated to reflect the Reverse Stock Split and proportional adjustment of the preferred stock conversion ratio. Par values were not adjusted. |
Liquidity | Liquidity As of March 31, 2023 , the Company had $ 7,535,000 of cash and cash equivalents (excluding restricted cash of $ 253,000 ), an accumulated deficit of approximately $ 504,965,000 , and w orking capital of $ 4,617,000 . For the three months ended March 31, 2023 , the Company incurred a net loss of $ 6,067,000 and used cash in operations of $ 5,706,000 . The Company has incurred significant net losses and negative cash flows from operations since inception and the Company also expects to continue to incur a net loss and negative cash flows from operations for 2023. In the event that the Company’s existing cash on hand is not sufficient to fund operations, meet its capital requirements or satisfy the anticipated obligations as they become due, the Company expects to take further action to protect its liquidity position. Such actions may include, but are not limited to: Raising capital through an equity offering either in the public markets or via a private placement offering (however, no assurance can be given that capital will be available on acceptable terms, or at all); Securing debt, however, no assurance can be given that debt will be available on acceptable terms or at all; Reducing executive bonuses or replacing cash compensation with equity grants; Reducing professional services and consulting fees and eliminating non-critical projects; Reducing travel and entertainment expenses; and Reducing, eliminating or deferring discretionary marketing programs. The Company also has outstanding warrants to purchase shares of its common stock that may be exercised although there can be no assurance that the warrants will be exercised. There can be no assurance that the Company will achieve or sustain profitability or positive cash flow from operations. Given the above conditions, there is substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from these uncertainties. On June 1, 2022, the Company received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market notifying the Company that, for the preceding 30 consecutive business days, the closing bid price for the Company’s common stock was below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). On November 29, 2022, the Company was granted an additional 180-calendar day compliance period, or until May 29, 2023, to regain compliance with the minimum bid price requirement. The Company may achieve compliance during this period if the closing bid price of Aspira common stock is at least $1.00 per share for a minimum of 10 consecutive business days. On May 9, 2023, upon shareholder approval at its Annual Meeting, the Company effectuated a reverse stock split, with a ratio of one for fifteen in order to regain compliance. T here is no assurance that the Company will be able to maintain compliance with this or any of the other Nasdaq continued listing requirements. |
Basis Of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments necessary for the fair statement of results for the periods presented, have been included. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year or any other interim period. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal year. The consolidated balance sheet at December 31 , 2022 included in this report has been derived from the audited consolidated financial statements at that date but does not include all the information and notes required by GAAP. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022 included in Aspira’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 30, 2023. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated results. |
Revenue Recognition | Revenue Recognition Product Revenue – OvaSuite : The Company recognizes product revenue in accordance with the provisions of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Product revenue is recognized upon completion of the OvaSuite test and delivery of results to the physician based on estimates of amounts that will ultimately be realized. In determining the amount of revenue to be recognized for a delivered test result, the Company considers factors such as payment history and amount, payer coverage, whether there is a reimbursement contract between the payer and the Company, and any developments or changes that could impact reimbursement. These estimates require significant judgment by management as the collection cycle on some accounts can be as long as one year. The effect of any change made to an estimated input component and, therefore revenue recognized, would be recorded as a change in estimate at the time of the change. The Company also reviews its patient account population and determines an appropriate distribution of patient accounts by payer (i.e., Medicare, patient pay, other third-party payer, etc.) into portfolios with similar collection experience. The Company has elected this practical expedient that, when evaluated for collectability, results in a materially consistent revenue amount for such portfolios as if each patient account were evaluated on an individual contract basis. During the period ended March 31, 2023, there were no adjustments to estimates of variable consideration to derecognize revenue for services provided in a prior period. There were no impairment losses on accounts receivable recorded during the periods ended March 31, 2023 and 2022. Genetics Revenue – Aspira GenetiX : Under ASC 606, the Company’s genetics revenue was recognized upon completion of the Aspira GenetiX test and delivery of results to the physician based on estimates of amounts that will ultimately be realized. In determining the amount of revenue to be recognized for a delivered test result, the Company considered factors such as payment history and amount, payer coverage, whether there was a reimbursement contract between the payer and the Company, and any developments or changes that could impact reimbursement. These estimates require significant judgment by management. In September 2022, the Company received a notice of cancellation from its only Aspira Synergy genetics carrier screening customer, Axia Women’s Health. As a result of this cancellation, along with the general deterioration of commercial opportunities in the genetics carrier screening market, has led the Company to cease providing Aspira GenetiX, including genetics carrier screening, on our Aspira Synergy platform, effective as of September 30, 2022. The Company did not incur any termination penalties nor did the Company accrue any expenses as a result of the cancellation. This is not expected to have a material impact on the Company’s revenues in any future periods. Accounts Receivable: Virtually all accounts receivable are derived from sales made to customers located in North America. The Company performs ongoing credit evaluations of its customers’ financial condition and generally does not require collateral. The Company maintains an allowance for credit losses based upon the expected collectability of accounts receivable. In determining the amount of the allowance for credit losses, we consider historical collectability based on past due status and make judgments about the creditworthiness of customers based on ongoing credit evaluations. We also consider customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016 , the Financial Accounting Standards Board issued Accounting Standard Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU requires timelier recording of credit losses on loans and other financial instruments held. Instead of reserves based on a current probability analysis, Topic 326 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. All organizations will now use forward-looking information to better inform their credit loss estimates. Topic 326 requires enhanced disclosures regarding significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide information about the amounts recorded in the financial statements. In addition, Topic 326 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326 Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , to introduce amendments which will affect the recognition and measurement of financial instruments, including derivatives and hedging. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments – Credit Losses (Topic 326); Targeted Transition Relief. The amendments in this ASU provide entities that have certain instruments within the scope of Subtopic 326-20 with an option to irrevocably elect the fair value option in Subtopic 825-10, applied on an instrument-by-instrument basis for eligible instruments upon adoption of Topic 326. This standard and related amendments are effective for the Company’s fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The ASU is effective January 1, 2023 for smaller reporting companies, which includes the Company. The adoption of ASU 2016-13 did not have a material impact on the Company’s results of operations, financial position, or cash flows. In March 2020, FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments . This ASU improves and clarifies various financial instruments topics, including the current expected credit losses standard issued in 2016 (ASU No. 2016-13). The ASU includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments have different effective dates. The issues 1-5 are conforming amendments, which are effective upon issuance of this final update. The Company determined that issues 1-5 have no impact on its financials. The amendments related to issue 6 and 7 effect ASU No. 2016-13, Financial instruments – credit losses (Topic 326): measurement of credit losses on financial statements . Effective dates of issue 6 and 7 are the same as the effective date of ASU No. 2016-13. The Company has adopted the new standard in the first quarter of fiscal year 2023. The adoption of this standard by the Company did not have a material impact on the Company’s results of operations, financial position, or cash flows. In August 2020, the Financial Accounting Standards Board issued Accounting Standard Update No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). This update was issued to assist in simplifying the accounting for convertible instruments. This ASU 2020-06 is scheduled to be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule Of Assumptions Used To Calculate Fair Value Of Warrants | March 31, 2023 December 31, 2022 Dividend yield - % - % Volatility 101.2 % 96.8 % Risk-free interest rate 3.60 % 3.99 % Expected lives (years) 4.39 4.64 Weighted average fair value $ 2.880 $ 2.850 |
Carrying And Fair Value Of Loan Payable | March 31, December 31, 2023 2022 (in thousands) Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value DECD loan Level 3 2,656 $ 2,078 $ 2,729 $ 2,110 |
Prepaid And Other Current Ass_2
Prepaid And Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid And Other Current Assets [Abstract] | |
Schedule Of Prepaid And Other Current Assets | March 31, December 31, (in thousands) 2023 2022 Prepaid insurance $ 540 $ 767 Software licenses 209 269 Subscriptions 115 211 Other 273 195 Total prepaid and other current assets $ 1,137 $ 1,442 |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments And Contingencies [Abstract] | |
Schedule Of Long-Term Debt | March 31, December 31, 2023 2022 (in thousands) DECD loan, net of issuance costs $ 2,646 $ 2,718 Less: Current portion, net of issuance costs ( 442 ) ( 403 ) Total long-term debt, net of issuance costs $ 2,204 $ 2,315 |
Annual Amounts Of Future Minimum Principal Payments Due Under Certain Contractual Obligations | Payments Due by Period (in thousands) Total 2023 2024 2025 2026 2027 Thereafter DECD Loan $ 2,656 $ 333 $ 452 $ 461 $ 341 $ 254 $ 815 Total $ 2,656 $ 333 $ 452 $ 461 $ 341 $ 254 $ 815 |
Expense Associated With Operating Leases | Three Months Ended March 31, Lease Cost Classification 2023 2022 Operating rent expense Cost of revenue $ 24 $ 20 Research and development 6 7 Sales and marketing 2 9 General and administrative 21 16 Variable rent expense Cost of revenue $ 15 $ 10 Research and development 3 6 Sales and marketing 2 9 General and administrative 21 18 |
Future Lease Payments Related To Operating Leases | 2023 $ 81 2024 116 2025 124 2026 64 Total Operating Lease Payments 385 Less: Imputed Interest ( 52 ) Present Value of Lease Liabilities 333 |
Summary Of Weighted-Average Lease Term And Discount Rate | Three Months Ended March 31, 2023 2022 Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows relating to operating leases $ 48 $ 47 Weighted-average remaining lease term (in years) 3.2 4.2 Weighted-average discount rate 9.29 % 9.33 % |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Liabilities [Abstract] | |
Components Of Accrued Liabilities | March 31, December 31, (in thousands) 2023 2022 Payroll and benefits related expenses $ 1,541 $ 2,051 Collaboration and research agreements expenses 336 404 Professional services 1,460 556 Other accrued liabilities 647 639 Total accrued liabilities $ 3,984 $ 3,650 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity [Abstract] | |
Schedule Of Awards Granted | Grant Date Number of Shares (post-reverse stock split) Type of Award Exercise Price / Share Fair Value / Share 1/3/2023 333 Options $ 4.80 $ 1.95 1/20/2023 24,333 Options $ 7.50 $ 4.16 2/1/2023 333 Options $ 7.65 $ 3.08 2/8/2023 99,166 Options $ 8.70 $ 4.83 2/8/2023 13,333 Options $ 15.30 $ 5.92 2/8/2023 5,737 Restricted Stock Units $ - $ - 2/9/2023 25,964 Options $ 8.55 $ 4.76 2/9/2023 64,611 Options $ 8.55 $ 6.08 2/9/2023 11,675 Restricted Stock Units $ - $ - 245,485 |
Allocation Of Employee Stock-Based Compensation Expense By Functional Area | Three Months Ended March 31, (in thousands) 2023 2022 Cost of revenue $ 7 $ 46 Research and development 75 ( 30 ) Sales and marketing ( 17 ) 147 General and administrative ( 33 ) 576 Total $ 32 $ 739 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Loss Per Share [Abstract] | |
Reconciliation Of Numerators And Denominators Of Basic And Diluted Loss Per Share | Loss Shares Per Share (In thousands, except shares and per share data) (Numerator) (Denominator) Amount Three months ended March 31, 2023: Net loss - basic $ ( 6,067 ) 8,313,091 $ ( 0.73 ) Dilutive effect of common stock shares issuable upon exercise of stock options - - Net loss - diluted $ ( 6,067 ) 8,313,091 $ ( 0.73 ) Three months ended March 31, 2022: Net loss - basic $ ( 9,268 ) 7,475,936 $ ( 1.24 ) Dilutive effect of common stock shares issuable upon exercise of stock options - - Net loss - diluted $ ( 9,268 ) 7,475,936 $ ( 1.24 ) |
Organization, Basis Of Presen_3
Organization, Basis Of Presentation And Significant Accounting And Reporting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | |||
Cash and cash equivalents | $ 7,535,000 | $ 26,855,000 | $ 13,306,000 |
Restricted cash | 253,000 | 250,000 | 251,000 |
Accumulated deficit | (504,965,000) | (498,898,000) | |
Working capital | 4,617,000 | ||
Net loss | (6,067,000) | (9,268,000) | |
Net cash used in operating activities | (5,706,000) | (10,173,000) | |
Receivable impairment | 0 | 0 | |
Stock-based compensation expense | $ 133,000 | $ 838,000 | |
Revision of Prior Period, Error Correction, Adjustment [Member] | |||
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items] | |||
Stock-based compensation expense | $ (262,000) |
Fair Value Measurememts (Narrat
Fair Value Measurememts (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Aug. 22, 2022 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value of warrants | $ 2,304 | $ 2,280 | |
2022 Offering [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value of warrants | $ 2,304 | $ 2,280 | $ 7,752 |
Fair Value Measurements (Assump
Fair Value Measurements (Assumptions Used To Estimate Fair Value Of Warrants) (Details) - 2022 Offering [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Volatility | 101.20% | 96.80% |
Risk-free interest rate | 3.60% | 3.99% |
Expected lives (years) | 4 years 4 months 20 days | 4 years 7 months 20 days |
Weighted average fair value | $ 2.880 | $ 2.850 |
Fair Value Measurements (Carryi
Fair Value Measurements (Carrying And Fair Value Of Loan Payable) (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
DECD loan, Carrying value | $ 2,656 | $ 2,729 |
DECD loan, Fair value | $ 2,078 | $ 2,110 |
Prepaid And Other Current Ass_3
Prepaid And Other Current Assets (Schedule Of Prepaid And Other Current Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Prepaid And Other Current Assets [Abstract] | ||
Prepaid insurance | $ 540 | $ 767 |
Software licenses | 209 | 269 |
Subscriptions | 115 | 211 |
Other Prepaid Expense, Current | 273 | 195 |
Total prepaid and other current assets | $ 1,137 | $ 1,442 |
Commitments And Contingencies_2
Commitments And Contingencies (Coronavirus Aid, Loan Agreement And Insurance Notes) (Narrative) (Details) | 3 Months Ended | ||||
Dec. 03, 2020 USD ($) | Apr. 15, 2016 USD ($) | Mar. 31, 2023 USD ($) employee item | Dec. 31, 2022 USD ($) | May 01, 2020 USD ($) | |
PPP Loan [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Aggregate amount of loan | $ 1,006,000 | ||||
DECD Loan [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Aggregate amount of loan | $ 4,000,000 | ||||
Debt instrument interest rate | 2% | ||||
Maturity date | Apr. 15, 2026 | ||||
Proceeds from loan | $ 2,000,000 | $ 2,000,000 | |||
Maximum loan forgiveness amount under loan agreement | $ 1,500,000 | ||||
Number of full time employees expected to be retained under loan agreement | employee | 25 | ||||
Percentage of penalty on total loan fund included in loan agreement | 5% | ||||
Consecutive period full times employees with specified average annual salary under loan agreement | 2 years | ||||
Unamortized debt issuance costs | $ 10,000 | ||||
DECD Loan [Member] | Loan Agreement Target Employment Milestone [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Proceeds from loan | 1,000,000 | ||||
DECD Loan [Member] | Loan Agreement Required Revenue Target [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Proceeds from loan | $ 1,000,000 | ||||
Insurance Promissory Notes [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Debt instrument interest rate | 5.48% | ||||
Maturity date | Oct. 01, 2023 | ||||
Aggregate principal amount outstanding | $ 535,000 | $ 764,000 | |||
Notes payable number of monthly payment installment | item | 10 | ||||
Notes payable frequency of periodic payment, description | monthly |
Commitments And Contingencies_3
Commitments And Contingencies (Operating Leases) (Narrative) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / mo | |
Austin, Texas Facility [Member] | |
Commitments And Contingencies [Line Items] | |
Lease expiration date | Jan. 31, 2024 |
Lease renewal term | 1 year |
Operating lease term | 12 months |
Trumbull, Connecticut Facility [Member] | |
Commitments And Contingencies [Line Items] | |
Lease expiration date | Jun. 30, 2026 |
Lease renewal term | 5 years |
Palo Alto, California [Member] | |
Commitments And Contingencies [Line Items] | |
Lease expiration date | May 31, 2024 |
Lease renewal term | 0 years |
Undiscounted lease payments | $ | $ 125 |
Year One [Member] | Palo Alto, California [Member] | |
Commitments And Contingencies [Line Items] | |
Fixed lease payment | 9,000 |
After Year One [Member] | Palo Alto, California [Member] | |
Commitments And Contingencies [Line Items] | |
Fixed lease payment | 10,000 |
Commitments And Contingencies_4
Commitments And Contingencies (Non-Cancellable Royalty Obligations And Business Agreements) (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | ||||
Aug. 08, 2022 | Aug. 31, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | |
Commitments And Contingencies [Line Items] | |||||||
Research and development | $ 1,231,000 | $ 1,348,000 | |||||
Research Collaboration Agreement With Johns Hopkins University School Of Medicine [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Percent of royalty paid | 4% | ||||||
Royalty payments | $ 57,500 | ||||||
Royalty expense | 90,000 | $ 73,000 | |||||
Sponsored Research Agreement With Multiple Entities [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Agreement amount | $ 1,252,000 | ||||||
Agreement amount, percent paid or payable | 68% | ||||||
Research and development | 23,000 | $ 891,000 | |||||
License Agreement With Multiple Entities [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Initial license fee | 75,000 | ||||||
Annual license fee | 50,000 | ||||||
Forecast [Member] | Sponsored Research Agreement With Multiple Entities [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Agreement amount, percent paid or payable | 17% | 15% | |||||
Maximum [Member] | License Agreement With Multiple Entities [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Royalty expense | $ 1,350,000 |
Commitments And Contingencies_5
Commitments And Contingencies (Schedule Of Long-Term Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Commitments And Contingencies [Abstract] | ||
DECD loan, net of issuance costs | $ 2,646 | $ 2,718 |
Less: Current portion, net of issuance costs | (442) | (403) |
Total long-term debt, net of issuance costs | $ 2,204 | $ 2,315 |
Commitments And Contingencies_6
Commitments And Contingencies (Annual Amounts Of Future Minimum Principal Payments Due Under Certain Contractual Obligations) (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Debt Instrument [Line Items] | |
Contractual obligation, 2023 | $ 333 |
Contractual obligation, 2024 | 452 |
Contractual obligation, 2025 | 461 |
Contractual obligation, 2026 | 341 |
Contractual obligation, 2027 | 254 |
Contractual obligation, Thereafter | 815 |
Total | 2,656 |
DECD Loan [Member] | |
Debt Instrument [Line Items] | |
Contractual obligation, 2023 | 333 |
Contractual obligation, 2024 | 452 |
Contractual obligation, 2025 | 461 |
Contractual obligation, 2026 | 341 |
Contractual obligation, 2027 | 254 |
Contractual obligation, Thereafter | 815 |
Total | $ 2,656 |
Commitments And Contingencies_7
Commitments And Contingencies (Expense Associated With Operating Leases) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cost Of Revenue [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating rent expense | $ 24 | $ 20 |
Variable rent expense | 15 | 10 |
Research And Development [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating rent expense | 6 | 7 |
Variable rent expense | 3 | 6 |
Sales And Marketing [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating rent expense | 2 | 9 |
Variable rent expense | 2 | 9 |
General And Administrative [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating rent expense | 21 | 16 |
Variable rent expense | $ 21 | $ 18 |
Commitments And Contingencies_8
Commitments And Contingencies (Future Lease Payments Related To Operating Leases) (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Commitments And Contingencies [Abstract] | |
2023 | $ 81 |
2024 | 116 |
2025 | 124 |
2026 | 64 |
Total Operating Lease Payments | 385 |
Less: Imputed Interest | (52) |
Present Value of Lease Liabilities | $ 333 |
Commitments And Contingencies_9
Commitments And Contingencies (Summary Of Weighted-Average Lease Term And Discount Rate) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Commitments And Contingencies [Abstract] | ||
Operating cash outflows relating to operating leases | $ 48 | $ 47 |
Weighted-average remaining lease term (in years) | 3 years 2 months 12 days | 4 years 2 months 12 days |
Weighted-average discount rate | 9.29% | 9.33% |
Accrued Liabilities (Components
Accrued Liabilities (Components Of Accrued Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities [Abstract] | ||
Payroll and benefits related expenses | $ 1,541 | $ 2,051 |
Collaboration and research agreements expenses | 336 | 404 |
Professional services | 1,460 | 556 |
Other accrued liabilities | 647 | 639 |
Total accrued liabilities | $ 3,984 | $ 3,650 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) | 3 Months Ended | 12 Months Ended | ||||||
Aug. 22, 2023 shares | May 09, 2023 shares | Mar. 28, 2023 USD ($) $ / shares shares | Feb. 10, 2023 USD ($) $ / shares | Aug. 22, 2022 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2019 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||
Proceeds from sale of common stock, net of issuance costs | $ | $ 162,000 | |||||||
Common stock issuable per warrant | shares | 1 | |||||||
Exercise price of warrants | $ / shares | $ 13.20 | |||||||
Warrant term | 5 years | |||||||
Fair value of warrants | $ | $ 2,304,000 | $ 2,280,000 | ||||||
Below $0.50 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum number of shares per purchase | shares | 6,666 | |||||||
Placement Shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||
Maximum aggregate offering price | $ | $ 12,500,000 | |||||||
Prepaid stock issuance costs | $ | 145,000 | 150,000 | ||||||
Stock issuance expenses | $ | $ 127,000 | |||||||
Common stock shares issued | shares | 23,217 | |||||||
Proceeds from sale of common stock, net of issuance costs | $ | $ 162,000 | |||||||
Stock issuance expenses, net equity impact | $ | $ 132,000 | |||||||
Purchase Shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||
Maximum aggregate offering price | $ | $ 10,000,000 | |||||||
Stock issuance expenses | $ | $ 323,000 | |||||||
Common stock shares issued | shares | 0 | |||||||
Purchase agreement term | 36 months | |||||||
Maximum amount per purchase | $ | $ 1,000,000 | |||||||
Stock issued for services | $ | 265,000 | |||||||
Legal expenses | $ | 28,000 | |||||||
Purchase Shares [Member] | Lincoln Park Capital Fund [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock transaction costs | $ | $ 30,000 | |||||||
Purchase Shares [Member] | $0.50 To $0.74 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum number of shares per purchase | shares | 13,333 | |||||||
Market close price | $ / shares | $ 7.50 | |||||||
Purchase Shares [Member] | $0.75 To $1.00 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum number of shares per purchase | shares | 16,666 | |||||||
Market close price | $ / shares | $ 11.25 | |||||||
Purchase Shares [Member] | $1.00 And Above [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum number of shares per purchase | shares | 20,000 | |||||||
Market close price | $ / shares | $ 15 | |||||||
2022 Offering [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||
Stock issuance expenses | $ | $ 1,325,000 | |||||||
Proceeds from sale of common stock, net of issuance costs | $ | $ 7,675,000 | |||||||
Common stock and warrants issued | shares | 800,000 | |||||||
Shares of common stock called by warrants | shares | 800,000 | |||||||
Common stock issuable per warrant | shares | 1 | |||||||
Stock price per share | $ / shares | $ 11.25 | |||||||
Fair value of warrants | $ | $ 7,752,000 | $ 2,304,000 | 2,280,000 | |||||
Proceeds from issuance of stock and warrants, gross | $ | 9,000,000 | |||||||
Stock issuance expenses, net equity impact | $ | $ 208,000 | |||||||
Expected term | 4 years 4 months 20 days | 4 years 7 months 20 days | ||||||
Subsequent Event [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Additional shares authorized | shares | 333,333 | |||||||
2010 Stock Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance | shares | 270,554 | |||||||
2019 Stock Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance | shares | 93,112 | |||||||
Share based compensation shares authorized for grants | shares | 699,485 | |||||||
Share based compensation, options outstanding | shares | 496,031 | |||||||
Share based compensation, nonvested restricted shares | shares | 17,412 | |||||||
Interest rate, minimum | 4.01% | |||||||
Interest rate, maximum | 4.87% | |||||||
Forfeitures amount | $ | $ 598,000 | |||||||
2019 Stock Incentive Plan [Member] | Subsequent Event [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation shares authorized for grants | shares | 1,032,818 | |||||||
Additional shares authorized | shares | 333,333 | |||||||
Minimum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Warrant restriction, threshold common stock held, percent | 4.99% | |||||||
Minimum [Member] | 2019 Stock Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Market close price | $ / shares | $ 4.80 | |||||||
Expected term | 1 year | |||||||
Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Warrant restriction, threshold common stock held, percent | 9.99% | |||||||
Maximum [Member] | 2019 Stock Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Market close price | $ / shares | $ 8.70 | |||||||
Expected term | 4 years | |||||||
Common Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock shares issued | shares | 23,217 | |||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock split conversion ratio | 0.06667 | |||||||
Common Stock [Member] | 2010 Stock Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation shares reserved for issuance | shares | 0 | |||||||
Common Stock [Member] | Minimum [Member] | Subsequent Event [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock split conversion ratio | 0.1 | |||||||
Common Stock [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock split conversion ratio | 0.05 | |||||||
Warrant [Member] | 2022 Offering [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Warrant issuance expenses | $ | $ 1,117,000 |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule Of Awards Granted) (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares | shares | 245,485 |
2019 Stock Incentive Plan [Member] | 1/3/2023 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Options | shares | 333 |
Exercise Price / Share | $ 4.80 |
Fair Value / Share | $ 1.95 |
2019 Stock Incentive Plan [Member] | 1/20/2023 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Options | shares | 24,333 |
Exercise Price / Share | $ 7.50 |
Fair Value / Share | $ 4.16 |
2019 Stock Incentive Plan [Member] | 2/1/2023 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Options | shares | 333 |
Exercise Price / Share | $ 7.65 |
Fair Value / Share | $ 3.08 |
2019 Stock Incentive Plan [Member] | 2/8/2023 Grant 1 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Options | shares | 99,166 |
Exercise Price / Share | $ 8.70 |
Fair Value / Share | $ 4.83 |
2019 Stock Incentive Plan [Member] | 2/8/2023 Grant 2 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Options | shares | 13,333 |
Exercise Price / Share | $ 15.30 |
Fair Value / Share | $ 5.92 |
2019 Stock Incentive Plan [Member] | 2/8/2023 Grant 3 [Member] | Restricted Stock Units (RSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Other Than Options | shares | 5,737 |
2019 Stock Incentive Plan [Member] | 2/9/2023 Grant 1 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Options | shares | 25,964 |
Exercise Price / Share | $ 8.55 |
Fair Value / Share | $ 4.76 |
2019 Stock Incentive Plan [Member] | 2/9/2023 Grant 2 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Options | shares | 64,611 |
Exercise Price / Share | $ 8.55 |
Fair Value / Share | $ 6.08 |
2019 Stock Incentive Plan [Member] | 2/9/2023 Grant 3 [Member] | Restricted Stock Units (RSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Other Than Options | shares | 11,675 |
Stockholders' Equity (Allocatio
Stockholders' Equity (Allocation Of Employee Stock-Based Compensation Expense By Functional Area) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cost Of Revenue [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 13 | $ 52 |
Research And Development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 77 | (4) |
Sales And Marketing [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | (17) | 147 |
General And Administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 60 | 643 |
Employee Stock-Based Compensation [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 32 | 739 |
Employee Stock-Based Compensation [Member] | Cost Of Revenue [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 7 | 46 |
Employee Stock-Based Compensation [Member] | Research And Development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 75 | (30) |
Employee Stock-Based Compensation [Member] | Sales And Marketing [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | (17) | 147 |
Employee Stock-Based Compensation [Member] | General And Administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ (33) | $ 576 |
Loss Per Share (Narrative) (Det
Loss Per Share (Narrative) (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Potential Shares Of Aspira Common Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 1,583,997 | 759,240 |
Warrant [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 800,000 |
Loss Per Share (Reconciliation
Loss Per Share (Reconciliation Of Numerators And Denominators Of Basic And Diluted Loss Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Loss (Numerator) | ||
Net loss - basic | $ (6,067) | $ (9,268) |
Dilutive effect of common stock shares issuable upon exercise of stock options | ||
Net loss - diluted | $ (6,067) | $ (9,268) |
Shares (Denominator) | ||
Net loss - basic | 8,313,091 | 7,475,936 |
Dilutive effect of common stock shares issuable upon exercise of stock options | ||
Net loss - diluted | 8,313,091 | 7,475,936 |
Per Share Amount | ||
Net loss per share - basic | $ (0.73) | $ (1.24) |
Net loss per share - diluted | $ (0.73) | $ (1.24) |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | May 09, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||
Common Stock Par Or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Additional shares authorized | 333,333 | ||
2019 Stock Incentive Plan [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Additional shares authorized | 333,333 |