Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 06, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-35737 | |
Entity Registrant Name | NORTHWEST BIOTHERAPEUTICS, INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3306718 | |
Entity Address, Address Line One | 4800 Montgomery Lane | |
Entity Address, Address Line Two | Suite 800 | |
Entity Address, City or Town | Bethesda | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20814 | |
City Area Code | 240 | |
Local Phone Number | 497-9024 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | NWBO | |
Security Exchange Name | NONE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 984,247,092 | |
Entity Central Index Key | 0001072379 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 6,963 | $ 15,169 |
Prepaid expenses and other current assets | 2,306 | 2,121 |
Total current assets | 9,269 | 17,290 |
Non-current assets: | ||
Property, plant and equipment, net | 14,385 | 15,027 |
Construction in progress | 28 | |
Right-of-use asset, net | 4,709 | 4,889 |
Indefinite-lived intangible asset | 1,292 | 1,292 |
Goodwill | 626 | 626 |
Other assets | 349 | 1,036 |
Total non-current assets | 21,389 | 22,870 |
TOTAL ASSETS | 30,658 | 40,160 |
Current liabilities: | ||
Accounts payable and accrued expenses | 7,726 | 6,976 |
Accounts payable and accrued expenses to related parties and affiliates | 2,918 | 3,971 |
Convertible notes, net | 135 | 135 |
Notes payable, net | 11,982 | 7,104 |
Contingent payable derivative liability | 8,308 | 8,232 |
Warrant liability | 98,618 | 106,784 |
Lease liabilities | 325 | 317 |
Shares payable | 250 | |
Total current liabilities | 130,012 | 133,769 |
Non-current liabilities: | ||
Notes payable, net of current portion, net | 16,163 | 25,156 |
Lease liabilities, net of current portion | 5,008 | 5,226 |
Total non-current liabilities | 21,171 | 30,382 |
Total liabilities | 151,183 | 164,151 |
COMMITMENTS AND CONTINGENCIES (Note 10) | ||
Stockholders' deficit: | ||
Preferred stock ($0.001 par value); 100,000,000 shares authorized as of March 31, 2022 and December 31, 2021, respectively | ||
Common stock ($0.001 par value); 1,200,000,000 shares authorized; 969.7 million and 948.4 million shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 970 | 948 |
Additional paid-in capital | 1,083,723 | 1,066,873 |
Stock subscription receivable | (79) | (79) |
Accumulated deficit | (1,206,304) | (1,192,090) |
Accumulated other comprehensive income | 1,165 | 357 |
Total stockholders' deficit | (120,525) | (123,991) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 30,658 | $ 40,160 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 |
Common stock, shares issued | 969,700,000 | 948,400,000 |
Common stock, shares outstanding | 969,700,000 | 948,400,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Research and other | $ 403 | $ 239 |
Total revenues | 403 | 239 |
Operating costs and expenses: | ||
Research and development | 4,820 | 6,923 |
General and administrative | 7,869 | 12,886 |
Total operating costs and expenses | 12,689 | 19,809 |
Loss from operations | (12,286) | (19,570) |
Other income (expense): | ||
Change in fair value of derivative liabilities | 540 | 17,563 |
Gain (loss) from extinguishment of debt | 410 | (8) |
Interest expense | (1,903) | (1,447) |
Foreign currency transaction loss | (975) | (661) |
Total other income (loss) | (1,928) | 15,447 |
Net loss | (14,214) | (4,123) |
Other comprehensive income | ||
Foreign currency translation adjustment | 808 | 624 |
Total comprehensive loss | $ (13,406) | $ (3,499) |
Net loss per share applicable to common stockholders Basic | $ (0.01) | $ 0 |
Net loss per share applicable to common stockholders Diluted | $ (0.01) | $ 0 |
Weighted average shares used in computing basic loss per share | 959,251 | 834,605 |
Weighted average shares used in computing diluted loss per share | 959,251 | 834,605 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Subscription Receivable | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
Balance at Dec. 31, 2020 | $ 830 | $ 1,008,665 | $ (79) | $ (1,371,216) | $ (1,148) | $ (362,948) |
Balance (in shares) at Dec. 31, 2020 | 829,631,000 | |||||
Issuance of common stock for cash | 16 | 16 | ||||
Issuance of common stock for cash ( in shares) | 69,000 | |||||
Issuance of common stock and warrants for conversion of debt and accrued interest | $ 4 | 6,615 | 6,619 | |||
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 4,533,000 | |||||
Warrants and stock options exercised for cash | $ 3 | 742 | 745 | |||
Warrants and stock options exercised for cash (in shares) | 2,872,000 | |||||
Reclassification of warrant liabilities related to warrants exercised for cash | 2,935 | 2,935 | ||||
Cashless warrants and stock options exercise | $ 5 | (5) | ||||
Cashless warrants and stock options exercise (in shares) | 5,205,000 | |||||
Reclassification of warrant liabilities related to cashless warrants exercise | 146 | 146 | ||||
Stock-based compensation | 9,891 | 9,891 | ||||
Stock-based compensation (in shares) | 48,000 | |||||
Reclassification of warrant liabilities related to sequencing policy | (7,105) | (7,105) | ||||
Net loss | (4,123) | (4,123) | ||||
Cumulative translation adjustment | 624 | 624 | ||||
Balance at Mar. 31, 2021 | $ 842 | 1,021,900 | (79) | (1,375,339) | (524) | (353,200) |
Balance (in shares) at Mar. 31, 2021 | 842,358,000 | |||||
Balance at Dec. 31, 2021 | $ 948 | 1,066,873 | (79) | (1,192,090) | 357 | (123,991) |
Balance (in shares) at Dec. 31, 2021 | 948,445,000 | |||||
Issuance of common stock for cash | $ 5 | 3,359 | 3,364 | |||
Issuance of common stock for cash ( in shares) | 4,553,000 | |||||
Issuance of common stock and warrants for conversion of debt and accrued interest | $ 2 | 985 | 987 | |||
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 1,412,000 | |||||
Warrants exercised for cash | $ 15 | 4,170 | 4,185 | |||
Warrants exercised for cash (in shares) | 15,256,000 | |||||
Reclassification of warrant liabilities related to warrants exercised for cash | 7,715 | 7,715 | ||||
Cashless warrants and stock options exercise (in shares) | 26,000 | |||||
Reclassification of warrant liabilities related to cashless warrants exercise | 4 | 4 | ||||
Stock-based compensation | 617 | 617 | ||||
Stock-based compensation (in shares) | 5,000 | |||||
Net loss | (14,214) | (14,214) | ||||
Cumulative translation adjustment | 808 | 808 | ||||
Balance at Mar. 31, 2022 | $ 970 | $ 1,083,723 | $ (79) | $ (1,206,304) | $ 1,165 | $ (120,525) |
Balance (in shares) at Mar. 31, 2022 | 969,697,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (14,214) | $ (4,123) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 100 | 68 |
Amortization of debt discount | 809 | 1,126 |
Change in fair value of derivatives | (540) | (17,563) |
(Gain) loss from extinguishment of debt | (410) | 8 |
Amortization of operating lease right-of-use asset | 60 | 93 |
Stock-based compensation for services | 617 | 9,818 |
Subtotal of non-cash charges | 636 | (6,450) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (199) | (286) |
Other non-current assets | 679 | (198) |
Accounts payable and accrued expenses | 795 | 876 |
Related party accounts payable and accrued expenses | (694) | (3,128) |
Lease liabilities | 30 | 61 |
Net cash used in operating activities | (12,967) | (13,248) |
Cash Flows from Investing Activities: | ||
Purchase of equipment and construction in progress | (58) | (264) |
Net cash used in investing activities | (58) | (264) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock and warrants in a registered direct offering, net | 3,140 | 16 |
Proceeds from exercise of warrants and stock options | 4,185 | 745 |
Proceeds from issuance of notes payable, net | 600 | 10,000 |
Repayment of notes payable | (4,005) | |
Net cash provided by financing activities | 3,920 | 10,761 |
Effect of exchange rate changes on cash and cash equivalents | 899 | 236 |
Net decrease in cash and cash equivalents | (8,206) | (2,515) |
Cash and cash equivalents, beginning of the period | 15,169 | 9,983 |
Cash and cash equivalents, end of the period | 6,963 | 7,468 |
Supplemental schedule of non-cash investing and financing activities: | ||
Cashless warrants and stock options exercise | 5 | |
Reclassification of warrant liabilities related to warrants exercised for cash | 7,715 | 2,935 |
Reclassification of warrant liabilities related to cashless warrants exercise | 4 | 146 |
Reclassification of warrant liabilities based on authorized shares | 7,105 | |
Issuance of common stock and warrants for conversion of debt and accrued interest | 987 | 6,742 |
Reclassification Between Shares Payable and Equity | 250 | |
Capital expenditures included in accounts payable | 86 | $ 753 |
Capital expenditures included in accounts payable and accrued expenses to related parties and affiliates | 11 | |
Convertible notes payable | ||
Supplemental disclosure of cash flow information | ||
Interest payments on notes payable | $ (702) |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization and Description of Business | |
Organization and Description of Business | 1. Organization and Description of Business Northwest Biotherapeutics, Inc. and its wholly owned subsidiaries Flaskworks L.L.C., NW Bio GmbH, Aracaris Ltd, Aracaris Capital, Ltd, and Northwest Biotherapeutics B.V. (collectively, the “Company”, “we”, “us” and “our”) were organized to discover and develop innovative immunotherapies for cancer. The Company has developed DCVax® platform technologies for both operable and inoperable solid tumor cancers. The Company is headquartered in Bethesda, Maryland and has wholly owned subsidiaries in the U.K., in the Netherlands, and in Boston, Massachusetts. The Company relies upon contract manufacturers for production of its DCVax products, research and development services, distribution and logistics, and related services, in compliance with the Company’s specifications and the applicable regulatory requirements. |
Financial Condition, Going Conc
Financial Condition, Going Concern and Management Plans | 3 Months Ended |
Mar. 31, 2022 | |
Financial Condition, Going Concern and Management Plans | |
Financial Condition, Going Concern and Management Plans | 2. Financial Condition, Going Concern and Management Plans The Company has incurred annual net operating losses since its inception. The Company had a net loss of $14.2 million for the three months ended March 31, 2022. The Company used approximately $13.0 million of cash in its operating activities during the three months ended March 31, 2022. The Company does not expect to generate material revenue in the near future from the sale of products and is subject to all of the risks and uncertainties that are typically faced by biotechnology companies that devote substantially all of their efforts to research and development (“R&D”) and clinical trials and do not yet have commercial products. The Company expects to continue incurring annual losses for the foreseeable future. The Company’s existing liquidity is not sufficient to fund its operations, anticipated capital expenditures, working capital and other financing requirements until the Company reaches significant revenues. Until that time, the Company will need to obtain additional equity and/or debt financing, especially if the Company experiences downturns in its business that are more severe or longer than anticipated, or if the Company experiences significant increases in expense levels resulting from being a publicly-traded company or from expansion of operations. If the Company attempts to obtain additional equity or debt financing, the Company cannot assume that such financing will be available to the Company on favorable terms, or at all. Because of recurring operating losses and operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern within one year from the date of this filing. The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of this uncertainty. As previously reported, coronavirus-related difficulties have impacted most aspects of the database lock and the process of analyzing the Phase III trial results, especially with the successive waves of COVID-19 cases in many areas. The independent service firms have had limited capacity, and restrictions on operations. Key experts at certain specialized service providers have been unavailable for periods of time due to illness in their family. Other experts have gone on extended leave due to restrictions on operations. Clinical trial sites have not allowed personnel from the contract research organization managing the trial, or other service providers, to visit the sites for trial matters such as data monitoring and collection activities. Clinical trial site personnel have been unavailable due to being reassigned for COVID-19, and the limited site personnel have had to work under restrictions. Committee processes and regulatory processes have been similarly focused on COVID-19 matters and delayed on other matters. Firms such as the ones storing the Phase III trial tissue samples that are needed for certain analyses, and the firms conducting the analyses have had only limited operations. Even logistical matters such as the shipping of materials have been subjected to substantial restrictions and delays. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of March 31, 2022, condensed consolidated statements of operations and comprehensive loss, condensed consolidated statement of stockholders’ deficit for the three months ended March 31, 2022 and 2021, and the condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022 or for any future interim period. The condensed consolidated balance sheet at December 31, 2021 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021 and notes thereto included in the Company’s annual report on Form 10-K (the “2021 Annual Report”), which was filed with the SEC on March 1, 2022. Use of Estimates In preparing condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and judgments, including valuing equity securities in share-based payment arrangements, estimating the fair value of financial instruments recorded as derivative liabilities, useful lives of depreciable assets and whether impairment charges may apply. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the reported amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates, particularly given the significant social and economic disruptions and uncertainties associated with the ongoing coronavirus pandemic (“COVID-19”) and the COVID-19 control responses. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2021 Annual Report. Recently Adopted Accounting Standards Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU will be effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. On January 1, 2022, the Company adopted this standard without any material impact on the Company’s financial statements or disclosures. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | 4. Fair Value Measurements In accordance with ASC 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the outstanding warrants and certain embedded conversion feature associated with convertible debt on a recurring basis to determine the fair value of the liability. ASC 820 also establishes a hierarchy categorizing inputs into three levels used to measure and disclose fair value. The hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to unobservable inputs. An explanation of each level in the hierarchy is described below: Level 1 - Unadjusted quoted prices in active markets for identical instruments that are accessible by the Company on the measurement date Level 2 - Quoted prices in markets that are not active or inputs which are either directly or indirectly observable Level 3 - Unobservable inputs for the instrument requiring the development of assumptions by the Company The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2022 and December 31, 2021 (in thousands): Fair value measured at March 31, 2022 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs March 31, 2022 (Level 1) (Level 2) (Level 3) Warrant liability $ 98,618 $ — $ — $ 98,618 Embedded redemption option 978 — — 978 Contingent payable derivative liability 8,308 — — 8,308 Total fair value $ 107,904 $ — $ — $ 107,904 Fair value measured at December 31, 2021 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs December 31, 2021 (Level 1) (Level 2) (Level 3) Warrant liability $ 106,784 $ — $ — $ 106,784 Embedded conversion option 988 — — 988 Contingent payable derivative liability 8,232 — — 8,232 Total fair value $ 116,004 $ — $ — $ 116,004 There were no transfers between Level 1, 2 or 3 during the three-month period ended March 31, 2022. The following table presents changes in Level 3 liabilities measured at fair value for the three-month period ended March 31, 2022. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands). Warrant Embedded Contingent Payable Liability Conversion Option Derivative Liability Total Balance - January 1, 2022 $ 106,784 $ 988 $ 8,232 $ 116,004 Additional warrant liability 159 — — 159 Reclassification of warrant liabilities (7,719) — — (7,719) Change in fair value (606) (10) 76 (540) Balance – March 31, 2022 $ 98,618 $ 978 $ 8,308 $ 107,904 A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of March 31, 2022 and December 31, 2021 is as follows: As of March 31, 2022 Warrant Contingent Payable Liability Derivative Liability Strike price $ 0.28 $ 0.70 Contractual term (years) 0.8 1.4 Volatility (annual) 71 % 75 % Risk-free rate 1.1 % 1.4 % Dividend yield (per share) 0 % 0 % As of December 31, 2021 Warrant Contingent Payable Liability Derivative Liability Strike price $ 0.30 $ 0.70 Contractual term (years) 1.0 1.6 Volatility (annual) 90 % 72 % Risk-free rate 0.1 % 0.6 % Dividend yield (per share) 0 % 0 % * Contingent based on current stock price as of March 31, 2022 and December 31, 2021. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Stock-based Compensation | |
Stock-based Compensation | 5. Stock-based Compensation The following table summarizes total stock-based compensation expense for the three months ended March 31, 2022 and 2021 (in thousands). The stock-based compensation expense during the three months ended March 31, 2022 and 2021 was mostly related to the applicable portion vesting during this period of stock options awards made prior to 2021. For the three months ended March 31, 2022 2021 Research and development $ 510 $ 3,689 General and administrative 107 6,129 Total stock-based compensation expense $ 617 $ 9,818 The Black-Scholes option pricing model is used to estimate the fair value of stock options granted. The weighted average assumptions used in calculating the fair values of stock options that were granted during the three months ended March 31, 2022 was as follows: For the three months ended March 31, 2022 Exercise price $ 0.77 Expected term (years) 5.0 Expected stock price volatility 95 % Risk-free rate 1.4 % Dividend yield (per share) 0 % The total unrecognized compensation cost was approximately $1.6 million as of March 31, 2022 and will be recognized over the next 1.8 years. Stock Options The following table summarizes stock option activity for the Company’s option plans during the three months ended March 31, 2022 (amount in thousands, except per share number): Weighted Average Weighted Remaining Number of Average Exercise Contractual Life Total Intrinsic Shares Price (in years) Value Outstanding as of January 1, 2022 304,847 $ 0.33 8.0 $ 114,803 Granted 20 0.77 10.0 — Outstanding as of March 31, 2022 304,867 $ 0.33 7.7 $ 114,803 Options vested (1) 284,728 $ 0.32 7.7 $ 108,032 (1) Approximately 237 million options are not exercisable until at least May 31, 2022. Ms. Linda Powers, the Company’s Chief Executive Officer, and Mr. Leslie Goldman, the Company’s Senior Vice President, are subject to an agreement under which they cannot exercise any options or warrants except upon at least 61 days’ prior notice. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Notes Payable | |
Notes Payable | 6. Notes Payable The following two tables summarize outstanding debt as of March 31, 2022 and December 31, 2021, respectively (amount in thousands): Stated Embedded Interest Conversion Remaining Redemption Carrying Maturity Date Rate Price Face Value Debt Discount Option Value Short term convertible notes payable 6% unsecured Due 6 % $ 3.09 $ 135 $ — $ — $ 135 135 — — 135 Short term notes payable 8% unsecured Various 8 % N/A 7,861 (448) — 7,413 9% unsecured Various 9 % N/A 3,932 (66) — 3,866 12% unsecured On Demand 12 % N/A 703 — — 703 12,496 (514) — 11,982 Long term notes payable 8% unsecured 9/22/2023 8 % N/A 16,505 (2,649) 978 14,834 6% secured 3/25/2025 6 % N/A 1,329 — — 1,329 17,834 (2,649) 978 16,163 Ending balance as of March 31, 2022 $ 30,465 $ (3,163) $ 978 $ 28,280 Stated Embedded Interest Conversion Remaining Redemption Carrying Maturity Date Rate Price Face Value Debt Discount Option Value Short term convertible notes payable 6% unsecured Due 6 % $ 3.09 $ 135 $ — $ — $ 135 135 — — 135 Short term notes payable 8% unsecured Various 8 % N/A 2,320 (118) — 2,202 9% unsecured Various 9 % N/A 4,232 (80) 47 4,199 12% unsecured On Demand 12 % N/A 703 — — 703 7,255 (198) 47 7,104 Long term notes payable 1% unsecured Various 1 % N/A 433 — — 433 8% unsecured 9/22/2023 8 % N/A 25,938 (3,638) 941 23,241 6% secured 3/25/2025 6 % N/A 1,482 — — 1,482 27,853 (3,638) 941 25,156 Ending balance as of December 31, 2021 $ 35,243 $ (3,836) $ 988 $ 32,395 During the three months ended March 31, 2022, the Company entered into multiple four-month note agreements (the “Notes”) with various individual lenders (the “Holders”) with an aggregate principal amount of $0.6 million for net proceeds of $0.6 million. The Notes have a 9% interest rate, a 5% original issue discount (“OID”), and contain a conditional right to independently purchase shares from the Company in a future raise of Capital (the “Piggy-back Right”), under which the Company agrees that if it (i) publicly releases top line data from the Phase III trial of its DCVax®-L vaccine (such eventuality, the “Release”) and (ii) consummates the first offering of its common stock following such Release (the “Next Offering”), then Holder shall have the conditional right, at its sole option, typically exercisable within seven (7) days following the Next Offering, to independently purchase from the Company up to a number of shares equal in value to (a) 50% of the principal amount of the loan, (b) 50% of the value of the exercised warrant shares, and (c) exchange some or all of the outstanding loan amount for a variable number of shares (the “Contingent Rights”). The Contingent Right (a) and (b) above shall be priced at a 12% discount from the Next Offering, resulting in either an elimination of, or a reduced cash amount repayable under the loan agreement. The Company accounted for the Contingent Right (a) and (b) as a freestanding financial instrument, which was classified as a liability at fair value on the Condensed Consolidated Balance Sheet with changes in fair value recognized in the Condensed Consolidated Statement of Operations. The Company accounted for the Contingent Right (c) as an embedded derivative liability at fair value, which requires it to be bifurcated, with changes in fair value recognized in the Condensed Consolidated Statement of Operations. During the three months ended March 31, 2022, the Company issued approximately 1.4 million shares of common stock at fair value of $1.0 million to certain lenders in lieu of cash payments. During the three months ended March 31, 2022 , the Company made aggregate cash payments of $4.7 million on notes payable, including $0.7 million of interest payment. During the three months ended March 31, 2022, the Company entered into multiple note extension agreements whereby the maturity date of the notes was extended for additional 2-4 months. The Company received two loans under the Coronavirus Aid, Relief and Economic Security (“CARES”) Act’s Paycheck Protection Program (“PPP”) in 2021 for the amount of $0.4 million. On February 22, 2022, the PPP loans were approved for forgiveness. The Company recorded approximately $0.4 million debt extinguishment gain from the forgiveness of these PPP loans. For the three months ended March 31, 2022 and 2021, interest expense related to notes payable totaled approximately $1.9 million and $1.4 million including amortization of debt discounts totaling $0.8 million and $1.1 million, respectively. |
Net Earnings (Loss) per Share A
Net Earnings (Loss) per Share Applicable to Common Stockholders | 3 Months Ended |
Mar. 31, 2022 | |
Net Earnings (Loss) per Share Applicable to Common Stockholders | |
Net Earnings (Loss) per Share Applicable to Common Stockholders | 7. Net Earnings (Loss) per Share Applicable to Common Stockholders Basic earnings (loss) per common share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per common share is computed similar to basic earnings (loss) per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. Diluted weighted average common shares include common stock potentially issuable under the Company’s convertible notes, warrants and vested and unvested stock options. The following securities were not included in the diluted net earnings (loss) per share calculation because their effect was anti-dilutive as of the periods presented (in thousands): For the three months ended March 31, 2022 2021 Common stock options 304,867 304,962 Common stock warrants 208,705 323,628 Contingently issuable warrants — 2,774 Convertible notes and accrued interest 76 74 Potentially dilutive securities 513,648 631,438 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | 8. Related Party Transactions Advent BioServices Agreement The Company has a Manufacturing Services Agreement with Advent BioServices (“Advent”) for the manufacture of DCVax-L products at an existing facility in London, as previously reported. The Company also has an Ancillary Services Agreement with Advent, which establishes a structure under which Advent submits Statements of Work (“SOWs”) for activities related to the development of the Sawston facility and the compassionate use activities in the UK, as previously reported. The Ancillary Services Agreement had an original term of eight months, which ended in July 2020. The Company extended the initial term by 12 months to July 2021, with no other changes, and recently extended the term for another 12 months to July 2022. Advent BioServices Sublease Agreement On December 31, 2021, the Company entered into a Sub-lease Agreement (the “Agreement”) with Advent. The Agreement permits use by Advent of a portion of the space in the Sawston facility which is leased by the Company under a separate head lease with a different counterparty (Huawei) that commenced on December 14, 2018. The Company subleased approximately 14,459 square feet of the 88,000 square foot building interior space, plus corresponding exterior support space and parking. The lease payments amount under the Agreement are two times the £5.75 (approximate $7.76 per square foot based on exchange rate as of December 31, 2021) rate per square foot payable under the head lease, but subject to a cap of $10 per square foot. Accordingly, the monthly lease payments under the Sublease are calculated based on $144,590 annually for 2022. The total lease payments paid by the Company for the facility, exterior spaces and parking under the head lease are 500,000 pounds per year. The term of the Agreement shall end on the same date as the head lease term ends. During the three months ended March 31, 2022, the Company recognized sub-lease income of $36,000. Related Party Expenses and Accounts Payable During the three months ended March 31, 2022 and 2021, the Company recognized approximately $2.8 million and $1.7 million, respectively, in research and development costs from Advent. Additionally, during the three months ended March 31, 2022 and 2021, the Company capitalized $28,000 and $0.7 million costs, invoiced by Advent, related to the Sawston buildout. Some of these amounts have been paid and some have not been paid. The following table summarizes outstanding unpaid accounts payable and accrued expenses held by related parties as of March 31, 2022 and December 31, 2021 (amount in thousands). These unpaid amounts include part of the expenses reported in the above section and also certain expenses incurred in prior periods. March 31, December 31, 2022 2021 Advent BioServices – amount invoiced $ 1,886 $ 3,046 Advent BioServices – amount accrued 36 — Accounts payable and accrued expenses to Advent BioServices $ 1,922 $ 3,046 As of March 31, 2022, there were approximately $0.9 million unpaid board compensation and $0.1 million unpaid reimbursements owed to an executive that were also included in the accounts payable to related party on the condensed consolidated balance sheets. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Deficit | |
Stockholders' Deficit | 9. Stockholders’ Deficit Common Stock Common stock Issued for Cash During the three months ended March 31, 2022, t he Company received $3.1 million from issuance of 4.6 million shares of common stock to various investors. Warrants Exercised for Cash During the three months ended March 31, 2022, the Company received $4.2 million from the exercise of warrants issued in the past with an exercise price between $0.175 and $0.35. The Company issued approximately 15.3 million shares of common stock upon these warrant and stock option exercises. Warrants Cashless Exercise During the three months ended March 31, 2022, a warrant holder elected to exercise some of their warrants pursuant to cashless exercise formulas. The Company issued approximately 26,000 shares of common stock for exercise of 56,000 warrants at an exercise price of $0.52. Stock Purchase Warrants The following is a summary of warrant activity for the three months ended March 31, 2022 (dollars in thousands, except per share data): Number of Weighted Average Remaining Warrants Exercise Price Contractual Term Outstanding as of January 1, 2022 225,469 $ 0.30 0.96 Warrants exercised for cash (15,256) 0.27 — Cashless warrants exercise (56) 0.52 — Warrants expired and cancellation (1,452) 1.91 — Outstanding as of March 31, 2022 208,705 $ 0.29 0.82 The options and warrants held by Ms. Powers and Mr. Goldman are subject to an ongoing suspension on a rolling basis pursuant to the Blocker Letter. In addition, other executive officers and directors extended their suspensions to various dates after April 30, 2022. At March 31, 2022, a total of approximately 123 million warrants were under block or suspension agreements. At May 1, 2022, a total of approximately 124 million warrants were under block or suspension until between May 31, 2022 and July 15, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 10. Commitments and Contingencies Operating Lease- Lessee Arrangements The Company has operating leases for corporate offices in the U.S. and U.K., and for manufacturing facilities in the U.K. Leases with an initial term of 12 months or less are not recorded in the balance sheet. The Company has elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component, thus causing all fixed payments to be capitalized. The Company also elected the package of practical expedients permitted within the new standard, which among other things, allows the Company to carry forward historical lease classification. The lease renewal options have not been included in the calculation of the lease liabilities and right-of-use (“ROU”) assets as the Company has not yet determined whether to exercise the options. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense. At March 31, 2022, the Company had operating lease liabilities of approximately $5.3 million for both the 20-year lease of the building for the manufacturing facility in Sawston, U.K., and the current office lease in the U.S. ROU assets of approximately $4.7 million for the Sawston lease and US office lease are included in the condensed consolidated balance sheet. The following summarizes quantitative information about the Company’s operating leases (amount in thousands): For the three months ended March 31, 2022 U.K U.S Total Lease cost Operating lease cost $ 87 $ 65 $ 152 Short-term lease cost 13 — 13 Variable lease cost — 10 10 Sub-lease income (36) — (36) Total $ 64 $ 75 $ 139 Other information Operating cash flows from operating leases $ (168) $ (71) $ (239) Weighted-average remaining lease term – operating leases 8.9 1.6 — Weighted-average discount rate – operating leases 12 % 12 % — For the Three Months ended March 31, 2021 U.K U.S Total Lease cost Operating lease cost $ 164 $ 82 $ 246 Short-term lease cost 12 — 12 Variable lease cost 48 5 53 Total $ 224 $ 87 $ 311 Other information Operating cash flows from operating leases $ (172) $ (84) $ (255) Weighted-average remaining lease term – operating leases 8.9 2.4 Weighted-average discount rate – operating leases 12 % 12 % The Company recorded lease costs as a component of general and administrative expense during the three months ended March 31, 2022 and 2021, respectively. Maturities of our operating leases, excluding short-term leases and sublease agreement, are as follows: Nine months ended December 31, 2022 $ 711 Year ended December 31, 2023 956 Year ended December 31, 2023 862 Year ended December 31, 2024 657 Year ended December 31, 2025 657 Thereafter 7,860 Total 11,703 Less present value discount (6,370) Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2022 $ 5,333 Maturities of our operating leases under the sublease agreement, based on the current exchange rate, are as follows: Nine months ended December 31, 2022 $ 108 Year ended December 31, 2023 145 Year ended December 31, 2024 145 Year ended December 31, 2025 145 Year ended December 31, 2026 145 Thereafter 1,740 Total $ 2,428 Manufacturing Services Agreements Advent BioServices On May 14, 2018, the Company entered into a DCVax®-L Manufacturing and Services Agreement (“MSA”) with Advent BioServices, a related party which was formerly part of Cognate BioServices and was spun off separately as part of an institutional financing of Cognate. The Advent Agreement provides for manufacturing of DCVax-L products at an existing facility in London. The Agreement is structured in the same manner as the Company’s prior agreements with Cognate BioServices. The Advent Agreement provided for a program initiation payment of approximately $1.0 million (which was fully paid in 2018), in connection with technology transfer and operations to the U.K. from Germany, development of new Standard Operating Procedures (SOPs) for the London facility, selection of new suppliers and auditing for GMP compliance, and other preparatory activities. The Advent Agreement provides for certain payments for achievement of milestones and, as was the case under the prior agreement with Cognate BioServices, the Company is required to pay certain fees for dedicated production capacity reserved exclusively for DCVax production and pay for manufacturing of DCVax-L products for a certain minimum number of patients, whether or not the Company fully utilizes the dedicated capacity and number of patients. Either party may terminate the MSA on twelve months’ notice, to allow for transition arrangements by both parties. On November 8, 2019, the Company and Advent entered into an Ancillary Services Agreement with an 8-month Term for U.K. Facility Development Activities and Compassionate Use Program Activities. The Ancillary Services Agreement establishes a structure under which Advent develops Statements of Work (“SOWs”) for the U.K. Facility Development Activities and Compassionate Use Program Activities and delivers those SOWs to the Company for review and approval. After an SOW is approved by the Company, Advent will proceed with or continue the applicable services and will invoice the Company pursuant to the SOW. Since both the U.K. Facility Development and the Compassionate Use Program involve pioneering and uncertainties in most aspects, the invoicing under the Ancillary Services Agreement is on the basis of costs incurred plus fifteen percent. The Agreement may also cover agreement by the parties and SOWs for operational milestones and related payments. The Ancillary Services Agreement had an original term of eight months, which ended in July 2020. The Company extended the term by 12 months to July 2021, with no other changes, and recently extended it for another 12 months to July 2022. German Tax Matter The German tax authorities have audited our wholly owned subsidiary, NW Bio GmbH, for 2013-2015. The NW Bio GmbH submitted substantial documentation to refute certain aspects of the assessments and the German tax authorities agreed in principle with the Company’s proposed revised approach and settlement offer. A final settlement bill was received from the German Tax Authority confirming that only a portion of the original bill was owed, €277,000 (approximately $329,000), for corporate taxes, interest, and reduced penalty for the period under audit, which the Company paid on September 2, 2021. The Company also received and paid the final settlement bill from the local authority for trade taxes for the audit period in the amount of €231,000 (approximately $272,000). On November 4, 2021, the Company received a letter from the local tax authorities asking for additional late fees of €513,000 (approximately $595,000) on reimbursable withholding taxes that had been waived during the settlement process. On December 8, 2021, the Company appealed the assessment of additional late fees. Additionally, the Company requested that NW Bio GmbH be deregistered from the trade register, as it no longer had current operations. The deregistration was granted effective December 31, 2021. The Company recently received tax bills for the 2016-2019 tax years that totaled €208,000. The Company is awaiting a decision on the appeal of the late charges prior to making any additional tax payments and determining next steps. Accruals have been made for the invoices received for the 2016-2019 tax years, but payment may be contingent on the outcome of our appeal. The Company has not accrued for the appealed late charges, as we believe this new bill is not consistent with the settlement that was reached with the federal and city officials earlier this year. Based on the Company’s current operating state in Germany and the negotiations, the Company concluded based on its evaluation under ASC 740, the Company believes that the resolution of these tax matters will not likely result in a net material charge to the Company. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 11. Subsequent Events In total, the Company received $8.3 million from exercises of warrants and issuance of common stock between April 1, 2022 and May 6, 2022. During April 2022, 7.7 million shares of common stock were issued upon warrant exercises for proceeds of approximately $2.0 million. During April and May 2022, the Company received $6.3 million from issuance of 8.5 million shares of common stock to various investors. Approximately 1.7 million shares of common stock are pending to be issued. During April 2022, the Company entered into a Statement of Work #6 (“SOW 6”) with Advent that will be incorporated into the Ancillary Services Agreement that was originally entered into dated November 8, 2019 and was extended on July 8, 2021. SOW 6 is for baseline costs and conditional milestone costs related to product and clinical trial matters during the period April 1, 2022 through the end of September 2022. The parties anticipate entering into a separate agreement, as an extension of SOW 5, for work by Advent related to the Sawston facility during Q2 and Q3 of this year, but this work is still in the process of being determined. The total costs under the SOW 6 include estimated baseline costs in the range of $3.2 million to $3.9 million and milestone costs ranging between $1.5 and $8.0 million in cash and 1.5 to 12.5 million in shares, depending upon what milestones are achieved. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of March 31, 2022, condensed consolidated statements of operations and comprehensive loss, condensed consolidated statement of stockholders’ deficit for the three months ended March 31, 2022 and 2021, and the condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022 or for any future interim period. The condensed consolidated balance sheet at December 31, 2021 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021 and notes thereto included in the Company’s annual report on Form 10-K (the “2021 Annual Report”), which was filed with the SEC on March 1, 2022. |
Use of Estimates | Use of Estimates In preparing condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and judgments, including valuing equity securities in share-based payment arrangements, estimating the fair value of financial instruments recorded as derivative liabilities, useful lives of depreciable assets and whether impairment charges may apply. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the reported amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates, particularly given the significant social and economic disruptions and uncertainties associated with the ongoing coronavirus pandemic (“COVID-19”) and the COVID-19 control responses. |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2021 Annual Report. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU will be effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. On January 1, 2022, the Company adopted this standard without any material impact on the Company’s financial statements or disclosures. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Schedule of fair value assets and liabilities measured on recurring basis | The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2022 and December 31, 2021 (in thousands): Fair value measured at March 31, 2022 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs March 31, 2022 (Level 1) (Level 2) (Level 3) Warrant liability $ 98,618 $ — $ — $ 98,618 Embedded redemption option 978 — — 978 Contingent payable derivative liability 8,308 — — 8,308 Total fair value $ 107,904 $ — $ — $ 107,904 Fair value measured at December 31, 2021 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs December 31, 2021 (Level 1) (Level 2) (Level 3) Warrant liability $ 106,784 $ — $ — $ 106,784 Embedded conversion option 988 — — 988 Contingent payable derivative liability 8,232 — — 8,232 Total fair value $ 116,004 $ — $ — $ 116,004 |
Schedule of Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation | The following table presents changes in Level 3 liabilities measured at fair value for the three-month period ended March 31, 2022. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands). Warrant Embedded Contingent Payable Liability Conversion Option Derivative Liability Total Balance - January 1, 2022 $ 106,784 $ 988 $ 8,232 $ 116,004 Additional warrant liability 159 — — 159 Reclassification of warrant liabilities (7,719) — — (7,719) Change in fair value (606) (10) 76 (540) Balance – March 31, 2022 $ 98,618 $ 978 $ 8,308 $ 107,904 |
Schedule of Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques | A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of March 31, 2022 and December 31, 2021 is as follows: As of March 31, 2022 Warrant Contingent Payable Liability Derivative Liability Strike price $ 0.28 $ 0.70 Contractual term (years) 0.8 1.4 Volatility (annual) 71 % 75 % Risk-free rate 1.1 % 1.4 % Dividend yield (per share) 0 % 0 % As of December 31, 2021 Warrant Contingent Payable Liability Derivative Liability Strike price $ 0.30 $ 0.70 Contractual term (years) 1.0 1.6 Volatility (annual) 90 % 72 % Risk-free rate 0.1 % 0.6 % Dividend yield (per share) 0 % 0 % * Contingent based on current stock price as of March 31, 2022 and December 31, 2021. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stock-based Compensation | |
Schedule of stock based compensation | The following table summarizes total stock-based compensation expense for the three months ended March 31, 2022 and 2021 (in thousands). The stock-based compensation expense during the three months ended March 31, 2022 and 2021 was mostly related to the applicable portion vesting during this period of stock options awards made prior to 2021. For the three months ended March 31, 2022 2021 Research and development $ 510 $ 3,689 General and administrative 107 6,129 Total stock-based compensation expense $ 617 $ 9,818 |
Schedule of weighted average assumptions for stock options modification | For the three months ended March 31, 2022 Exercise price $ 0.77 Expected term (years) 5.0 Expected stock price volatility 95 % Risk-free rate 1.4 % Dividend yield (per share) 0 % |
Schedule of stock option activity | The following table summarizes stock option activity for the Company’s option plans during the three months ended March 31, 2022 (amount in thousands, except per share number): Weighted Average Weighted Remaining Number of Average Exercise Contractual Life Total Intrinsic Shares Price (in years) Value Outstanding as of January 1, 2022 304,847 $ 0.33 8.0 $ 114,803 Granted 20 0.77 10.0 — Outstanding as of March 31, 2022 304,867 $ 0.33 7.7 $ 114,803 Options vested (1) 284,728 $ 0.32 7.7 $ 108,032 (1) Approximately 237 million options are not exercisable until at least May 31, 2022. |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Payable | |
Schedule of outstanding debt | The following two tables summarize outstanding debt as of March 31, 2022 and December 31, 2021, respectively (amount in thousands): Stated Embedded Interest Conversion Remaining Redemption Carrying Maturity Date Rate Price Face Value Debt Discount Option Value Short term convertible notes payable 6% unsecured Due 6 % $ 3.09 $ 135 $ — $ — $ 135 135 — — 135 Short term notes payable 8% unsecured Various 8 % N/A 7,861 (448) — 7,413 9% unsecured Various 9 % N/A 3,932 (66) — 3,866 12% unsecured On Demand 12 % N/A 703 — — 703 12,496 (514) — 11,982 Long term notes payable 8% unsecured 9/22/2023 8 % N/A 16,505 (2,649) 978 14,834 6% secured 3/25/2025 6 % N/A 1,329 — — 1,329 17,834 (2,649) 978 16,163 Ending balance as of March 31, 2022 $ 30,465 $ (3,163) $ 978 $ 28,280 Stated Embedded Interest Conversion Remaining Redemption Carrying Maturity Date Rate Price Face Value Debt Discount Option Value Short term convertible notes payable 6% unsecured Due 6 % $ 3.09 $ 135 $ — $ — $ 135 135 — — 135 Short term notes payable 8% unsecured Various 8 % N/A 2,320 (118) — 2,202 9% unsecured Various 9 % N/A 4,232 (80) 47 4,199 12% unsecured On Demand 12 % N/A 703 — — 703 7,255 (198) 47 7,104 Long term notes payable 1% unsecured Various 1 % N/A 433 — — 433 8% unsecured 9/22/2023 8 % N/A 25,938 (3,638) 941 23,241 6% secured 3/25/2025 6 % N/A 1,482 — — 1,482 27,853 (3,638) 941 25,156 Ending balance as of December 31, 2021 $ 35,243 $ (3,836) $ 988 $ 32,395 |
Net Earnings (Loss) per Share_2
Net Earnings (Loss) per Share Applicable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Net Earnings (Loss) per Share Applicable to Common Stockholders | |
Schedule of antidilutive securities excluded from computation of earnings per share | The following securities were not included in the diluted net earnings (loss) per share calculation because their effect was anti-dilutive as of the periods presented (in thousands): For the three months ended March 31, 2022 2021 Common stock options 304,867 304,962 Common stock warrants 208,705 323,628 Contingently issuable warrants — 2,774 Convertible notes and accrued interest 76 74 Potentially dilutive securities 513,648 631,438 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Schedule of outstanding unpaid accounts payable held by related parties | The following table summarizes outstanding unpaid accounts payable and accrued expenses held by related parties as of March 31, 2022 and December 31, 2021 (amount in thousands). These unpaid amounts include part of the expenses reported in the above section and also certain expenses incurred in prior periods. March 31, December 31, 2022 2021 Advent BioServices – amount invoiced $ 1,886 $ 3,046 Advent BioServices – amount accrued 36 — Accounts payable and accrued expenses to Advent BioServices $ 1,922 $ 3,046 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Deficit | |
Schedule of warrant activity | The following is a summary of warrant activity for the three months ended March 31, 2022 (dollars in thousands, except per share data): Number of Weighted Average Remaining Warrants Exercise Price Contractual Term Outstanding as of January 1, 2022 225,469 $ 0.30 0.96 Warrants exercised for cash (15,256) 0.27 — Cashless warrants exercise (56) 0.52 — Warrants expired and cancellation (1,452) 1.91 — Outstanding as of March 31, 2022 208,705 $ 0.29 0.82 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies. | |
Schedule of quantitative information about the company's operating leases | The following summarizes quantitative information about the Company’s operating leases (amount in thousands): For the three months ended March 31, 2022 U.K U.S Total Lease cost Operating lease cost $ 87 $ 65 $ 152 Short-term lease cost 13 — 13 Variable lease cost — 10 10 Sub-lease income (36) — (36) Total $ 64 $ 75 $ 139 Other information Operating cash flows from operating leases $ (168) $ (71) $ (239) Weighted-average remaining lease term – operating leases 8.9 1.6 — Weighted-average discount rate – operating leases 12 % 12 % — For the Three Months ended March 31, 2021 U.K U.S Total Lease cost Operating lease cost $ 164 $ 82 $ 246 Short-term lease cost 12 — 12 Variable lease cost 48 5 53 Total $ 224 $ 87 $ 311 Other information Operating cash flows from operating leases $ (172) $ (84) $ (255) Weighted-average remaining lease term – operating leases 8.9 2.4 Weighted-average discount rate – operating leases 12 % 12 % |
Schedule of maturities of our operating leases, excluding short-term leases | Maturities of our operating leases, excluding short-term leases and sublease agreement, are as follows: Nine months ended December 31, 2022 $ 711 Year ended December 31, 2023 956 Year ended December 31, 2023 862 Year ended December 31, 2024 657 Year ended December 31, 2025 657 Thereafter 7,860 Total 11,703 Less present value discount (6,370) Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2022 $ 5,333 Maturities of our operating leases under the sublease agreement, based on the current exchange rate, are as follows: Nine months ended December 31, 2022 $ 108 Year ended December 31, 2023 145 Year ended December 31, 2024 145 Year ended December 31, 2025 145 Year ended December 31, 2026 145 Thereafter 1,740 Total $ 2,428 |
Financial Condition, Going Co_2
Financial Condition, Going Concern and Management Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Financial Condition, Going Concern and Management Plans | ||
Net loss | $ 14,214 | $ 4,123 |
Payments for Operating Activities | $ 13,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 98,618 | $ 106,784 |
Embedded redemption option | 978 | |
Embedded conversion option | 988 | |
Contingent payable derivative liability | 8,308 | 8,232 |
Total fair value | 107,904 | 116,004 |
Fair Value, Inputs, Level 1 Member | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Embedded redemption option | 0 | |
Embedded conversion option | 0 | |
Contingent payable derivative liability | 0 | 0 |
Total fair value | 0 | 0 |
Fair Value, Inputs, Level 2 Member | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Embedded redemption option | 0 | |
Embedded conversion option | 0 | |
Contingent payable derivative liability | 0 | 0 |
Total fair value | 0 | 0 |
Fair Value, Inputs, Level 3 Member | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 98,618 | 106,784 |
Embedded redemption option | 978 | |
Embedded conversion option | 988 | |
Contingent payable derivative liability | 8,308 | 8,232 |
Total fair value | $ 107,904 | $ 116,004 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | $ 116,004 |
Additional warrant liability | 159 |
Reclassification of warrant liabilities | (7,719) |
Change in fair value | (540) |
Balance | 107,904 |
Warrant Liability Member | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 106,784 |
Additional warrant liability | 159 |
Reclassification of warrant liabilities | (7,719) |
Change in fair value | (606) |
Balance | 98,618 |
Embedded Conversion Option Member | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 988 |
Additional warrant liability | 0 |
Reclassification of warrant liabilities | 0 |
Change in fair value | (10) |
Balance | 978 |
Contingent Payable Derivative Liability Member | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 8,232 |
Additional warrant liability | 0 |
Reclassification of warrant liabilities | 0 |
Change in fair value | 76 |
Balance | $ 8,308 |
Fair Value Measurements - Weigh
Fair Value Measurements - Weighted average (in aggregate) significant unobservable inputs (Details) - Fair Value, Inputs, Level 3 Member - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Warrant Liability Member | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | $ 0.28 | $ 0.30 |
Contractual term (years) | 9 months 18 days | 1 year |
Volatility (annual) | 71.00% | 90.00% |
Risk-free rate | 1.10% | 0.10% |
Dividend yield (per share) | 0.00% | 0.00% |
Contingent Payable Derivative Liability Member | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | $ 0.70 | $ 0.70 |
Contractual term (years) | 1 year 4 months 24 days | 1 year 7 months 6 days |
Volatility (annual) | 75.00% | 72.00% |
Risk-free rate | 1.40% | 0.60% |
Dividend yield (per share) | 0.00% | 0.00% |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total stock-based compensation expense | $ 617 | $ 9,818 |
Research and development | ||
Total stock-based compensation expense | 510 | 3,689 |
General and administrative | ||
Total stock-based compensation expense | $ 107 | $ 6,129 |
Stock-based Compensation - Assu
Stock-based Compensation - Assumptions (Details) | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Stock-based Compensation | |
Exercise price | $ 0.77 |
Expected term (years) | 5 years |
Expected stock price volatility | 95.00% |
Risk-free rate of interest | 1.40% |
Dividend yield (per share) | 0.00% |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Stock-based Compensation | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 1.6 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 9 months 18 days |
Notice for exercising any option or warrant (in days) | 61 days |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Number of Shares, Outstanding | 304,847 | |
Number of Shares, Granted | 20 | |
Number of Shares, Outstanding | 304,867 | 304,847 |
Number of Shares, Options vested | 284,728 | |
Weighted Average Exercise Price, Outstanding | $ 0.33 | |
Weighted Average Exercise Price, Granted | 0.77 | |
Weighted Average Exercise Price, Outstanding | 0.33 | $ 0.33 |
Weighted Average Exercise Price, Options vested | $ 0.32 | |
Weighted Average Remaining Contractual Life (in years), Outstanding | 7 years 8 months 12 days | 8 years |
Weighted Average Remaining Contractual Life (in years), Granted | 10 years | |
Weighted Average Remaining Contractual Life (in years), Options vested | 7 years 8 months 12 days | |
Total Intrinsic Value, Outstanding | $ 114,803 | |
Total Intrinsic Value, Granted | 0 | |
Total Intrinsic Value, Outstanding | 114,803 | $ 114,803 |
Total Intrinsic Value, Options vested | $ 108,032 | |
Options | ||
Number of shares, Vested | 237,000,000 |
Notes Payable - Outstanding deb
Notes Payable - Outstanding debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument, Face Value | $ 30,465 | $ 35,243 |
Debt Instrument, Remaining Debt Discount | (3,163) | (3,836) |
Debt Instrument, Embedded Redemption Option | 978 | 988 |
Debt Instrument, Carrying Value | 28,280 | 32,395 |
Short term convertible notes payable [Member] | ||
Debt Instrument, Face Value | 135 | 135 |
Debt Instrument, Carrying Value | $ 135 | $ 135 |
Short term convertible notes payable [Member] | 6% unsecured [Member] | ||
Debt Instrument, Maturity Date, Description | Due | Due |
Debt Instrument, Stated Interest Rate | 6.00% | 6.00% |
Debt Instrument, Conversion Price | $ 3.09 | $ 3.09 |
Debt Instrument, Face Value | $ 135 | $ 135 |
Debt Instrument, Carrying Value | 135 | 135 |
Short Term Notes Payable [Member] | ||
Debt Instrument, Face Value | 12,496 | 7,255 |
Debt Instrument, Remaining Debt Discount | (514) | (198) |
Debt Instrument, Embedded Redemption Option | 47 | |
Debt Instrument, Carrying Value | $ 11,982 | $ 7,104 |
Short Term Notes Payable [Member] | 8% unsecured [Member] | ||
Debt Instrument, Maturity Date, Description | Various | Various |
Debt Instrument, Stated Interest Rate | 8.00% | 8.00% |
Debt Instrument, Face Value | $ 7,861 | $ 2,320 |
Debt Instrument, Remaining Debt Discount | (448) | (118) |
Debt Instrument, Carrying Value | $ 7,413 | $ 2,202 |
Short Term Notes Payable [Member] | 9% unsecured [Member] | ||
Debt Instrument, Maturity Date, Description | Various | Various |
Debt Instrument, Stated Interest Rate | 9.00% | 9.00% |
Debt Instrument, Face Value | $ 3,932 | $ 4,232 |
Debt Instrument, Remaining Debt Discount | (66) | (80) |
Debt Instrument, Embedded Redemption Option | 47 | |
Debt Instrument, Carrying Value | $ 3,866 | $ 4,199 |
Short Term Notes Payable [Member] | 12% unsecured [Member] | ||
Debt Instrument, Maturity Date, Description | On Demand | On Demand |
Debt Instrument, Stated Interest Rate | 12.00% | 12.00% |
Debt Instrument, Face Value | $ 703 | $ 703 |
Debt Instrument, Carrying Value | 703 | 703 |
Long Term Notes Payable [Member] | ||
Debt Instrument, Face Value | 17,834 | 27,853 |
Debt Instrument, Remaining Debt Discount | (2,649) | (3,638) |
Debt Instrument, Embedded Redemption Option | 978 | 941 |
Debt Instrument, Carrying Value | $ 16,163 | $ 25,156 |
Long Term Notes Payable [Member] | 1% unsecured [Member] | ||
Debt Instrument, Maturity Date, Description | Various | |
Debt Instrument, Stated Interest Rate | 1.00% | |
Debt Instrument, Face Value | $ 433 | |
Debt Instrument, Carrying Value | $ 433 | |
Long Term Notes Payable [Member] | 8% unsecured [Member] | ||
Debt Instrument, Maturity Date, Description | 9/22/2023 | 9/22/2023 |
Debt Instrument, Stated Interest Rate | 8.00% | 8.00% |
Debt Instrument, Face Value | $ 16,505 | $ 25,938 |
Debt Instrument, Remaining Debt Discount | (2,649) | (3,638) |
Debt Instrument, Embedded Redemption Option | 978 | 941 |
Debt Instrument, Carrying Value | $ 14,834 | $ 23,241 |
Long Term Notes Payable [Member] | 6% secured [Member] | ||
Debt Instrument, Maturity Date, Description | 3/25/2025 | 3/25/2025 |
Debt Instrument, Stated Interest Rate | 6.00% | 6.00% |
Debt Instrument, Face Value | $ 1,329 | $ 1,482 |
Debt Instrument, Carrying Value | $ 1,329 | $ 1,482 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) $ in Thousands, shares in Millions | 3 Months Ended | ||
Mar. 31, 2022USD ($)loanshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Debt Instrument, Face Amount | $ 30,465 | $ 35,243 | |
Notes | |||
Debt Instrument, Face Amount | 600 | ||
Proceeds from Issuance of Debt | $ 600 | ||
Debt Instrument, Stated Interest Rate | 9.00% | ||
Original Issue Discount Rate | 5.00% | ||
Percentage of aggregate principal amount for next offering | 50.00% | ||
Percentage of exercised warrant shares for next offering | 50.00% | ||
Discount rate (as a percent) | 12.00% | ||
Number of shares issued to lenders in lieu of cash payments | shares | 1.4 | ||
Amount of shares issued to lenders in lieu of cash payments | $ 1,000 | ||
Amount of aggregate cash payments on notes payable | 4,700 | ||
Amount of aggregate cash payments on interest | 700 | ||
Interest and Debt Expense | 1,900 | $ 1,400 | |
Amortization of debt discount | $ 800 | $ 1,100 | |
Multiple Notes | Minimum | |||
Extended term of debt | 2 months | ||
Multiple Notes | Maximum | |||
Extended term of debt | 4 months | ||
Paycheck Protection Program loan | |||
Proceeds from Issuance of Debt | $ 400 | ||
Number of Additional Loans | loan | 2 | ||
Gain from debt extinguishment | $ 400 |
Net Earnings (Loss) per Share_3
Net Earnings (Loss) per Share Applicable to Common Stockholders (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 513,648 | 631,438 |
Common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 304,867 | 304,962 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 208,705 | 323,628 |
Contingently issuable warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 2,774 | |
Convertible notes and accrued interest | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 76 | 74 |
Related Party Transactions - (D
Related Party Transactions - (Details) | 1 Months Ended | 3 Months Ended | |||||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2020 | Mar. 31, 2022USD ($)ft²item | Mar. 31, 2022GBP (£)item | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Related Party Transaction [Line Items] | |||||||
Sub-lease income | $ 36,000 | ||||||
Research and development cost | 2,800,000 | $ 1,700,000 | |||||
Capitalized Cost | $ 28,000 | 700,000 | |||||
Extended term of the Ancillary Services agreement | 12 months | 12 months | 12 months | 12 months | |||
Lease payments | $ 239,000 | $ 255,000 | |||||
Accounts payable to related party | |||||||
Related Party Transaction [Line Items] | |||||||
Unpaid board compensation | 900,000 | ||||||
Accrued expense reimbursements | 100,000 | ||||||
Advent BioServices Invoiced [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts Payable, Related Parties | 1,886,000 | $ 3,046,000 | |||||
Ancillary Services Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Term (in months) | 8 months | ||||||
Advent Bio services | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts Payable, Related Parties | $ 1,922,000 | $ 3,046,000 | |||||
Area of sublease (in sqft) | 14,459 | ||||||
Total area of lease (in sqft) | ft² | 88,000 | ||||||
Number of times calculated for lease payment under sub-lease | item | 2 | 2 | |||||
Rate per square foot under sub-lease | $ 7.76 | £ 5.75 | |||||
Cap rate per square foot under sub-lease | 10 | ||||||
Sub-lease payments receivable | 144,590 | ||||||
Lease payments | £ | £ 500,000 | ||||||
Advent Bioscience Accrued | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts Payable, Related Parties | $ 36,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Deficit | ||
Number of Warrants, Outstanding | 225,469 | |
Number of Warrants, Warrants exercised for cash | (15,256) | |
Number of Warrants, Cashless warrants exercise | (56) | |
Number of Warrants, Warrants expired and cancellation | (1,452) | |
Number of Warrants, Outstanding | 208,705 | 225,469 |
Weighted Average Exercise Price - Outstanding | $ 0.30 | |
Weighted Average Exercise Price - Warrants exercised for cash | 0.27 | |
Weighted Average Exercise Price, Cashless warrants exercise | $ 0.52 | |
Weighted Average Exercise Price, Warrants expired and cancellation | 1.91% | |
Weighted Average Exercise Price - Outstanding | $ 0.29 | $ 0.30 |
Remaining Contractual Term | 9 months 25 days | 11 months 15 days |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | May 01, 2022 | May 31, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Shareholders Deficit [Line Items] | |||||
Aggregate proceeds from exercise of warrants | $ 4,185 | $ 745 | |||
Stock issued on exercise of warrants | 15,300,000 | ||||
Number Of Warrants, Warrants Cashless Exercise | 56 | ||||
Proceeds from issuance of common stock to investors | $ 3,364 | $ 16 | |||
Cashless Warrants Exercise | |||||
Shareholders Deficit [Line Items] | |||||
Stock issued on exercise of warrants | 26,000 | ||||
Warrants exercise price | $ 0.52 | ||||
Number Of Warrants, Warrants Cashless Exercise | 56,000 | ||||
Subsequent Event | |||||
Shareholders Deficit [Line Items] | |||||
Proceeds from issuance of common stock to investors | $ 6,300 | $ 6,300 | |||
Number of shares issued to investors | 8,500,000 | 8,500,000 | |||
Options | |||||
Shareholders Deficit [Line Items] | |||||
Class of warrant or right, extended in suspension | 124,000,000 | 123,000,000 | |||
Common Stock | |||||
Shareholders Deficit [Line Items] | |||||
Proceeds from issuance of common stock to investors | $ 5 | ||||
Number of shares issued to investors | 4,553,000 | 69,000 | |||
Common Stock | Investors | |||||
Shareholders Deficit [Line Items] | |||||
Proceeds from issuance of common stock to investors | $ 3,100 | ||||
Number of shares issued to investors | 4,600,000 | ||||
Minimum | |||||
Shareholders Deficit [Line Items] | |||||
Warrants exercise price | $ 0.175 | ||||
Maximum | |||||
Shareholders Deficit [Line Items] | |||||
Warrants exercise price | $ 0.35 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lease cost | ||
Operating lease cost | $ 152,000 | $ 246,000 |
Short-term lease cost | 13,000 | 12,000 |
Variable lease cost | 10,000 | 53,000 |
Sub-lease income | (36,000) | |
Total | 139,000 | 311,000 |
Other information | ||
Operating cash flows from operating leases | (239,000) | (255,000) |
UNITED KINGDOM | ||
Lease cost | ||
Operating lease cost | 87,000 | 164,000 |
Short-term lease cost | 13,000 | 12,000 |
Variable lease cost | 48,000 | |
Sub-lease income | (36,000) | |
Total | 64,000 | 224,000 |
Other information | ||
Operating cash flows from operating leases | $ (168,000) | $ (172,000) |
Weighted-average remaining lease term - operating leases | 8 years 10 months 24 days | 8 years 10 months 24 days |
Weighted-average discount rate - operating leases | 12.00% | 12.00% |
UNITED STATES | ||
Lease cost | ||
Operating lease cost | $ 65,000 | $ 82,000 |
Variable lease cost | 10,000 | 5,000 |
Total | 75,000 | 87,000 |
Other information | ||
Operating cash flows from operating leases | $ (71,000) | $ (84,000) |
Weighted-average remaining lease term - operating leases | 1 year 7 months 6 days | 2 years 4 months 24 days |
Weighted-average discount rate - operating leases | 12.00% | 12.00% |
Commitments and Contingencies -
Commitments and Contingencies - maturities of our operating leases (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Nine months ended December 31, 2022 | $ 711 |
Year ended December 31, 2023 | 956 |
Year ended December 31, 2024 | 862 |
Year ended December 31, 2025 | 657 |
Year ended December 31, 2026 | 657 |
Thereafter | 7,860 |
Total | 11,703 |
Less present value discount | (6,370) |
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2022 | 5,333 |
Sublease agreement | |
Nine months ended December 31, 2022 | 108 |
Year ended December 31, 2023 | 145 |
Year ended December 31, 2024 | 145 |
Year ended December 31, 2025 | 145 |
Year ended December 31, 2026 | 145 |
Thereafter | 1,740 |
Total | $ 2,428 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Details) | Nov. 04, 2021USD ($) | Nov. 04, 2021EUR (€) | May 14, 2018USD ($) | Jul. 31, 2022 | Jul. 31, 2021 | Mar. 31, 2022USD ($) | Mar. 31, 2022EUR (€) | Dec. 31, 2021USD ($) |
Lease, practical expedient, lessor single lease component [true false] | true | |||||||
Total lease liabilities | $ 5,333,000 | |||||||
Operating lease, term of contract | 20 years | |||||||
ROU asset | $ 4,709,000 | $ 4,889,000 | ||||||
Original term of the agreement | 8 months | 8 months | ||||||
Extended term of the Ancillary Services agreement | 12 months | 12 months | 12 months | 12 months | ||||
Advent Bio services | ||||||||
Program initiation payment | $ 1,000,000 | |||||||
German Tax Authority | ||||||||
Settlement expense | $ 329,000 | € 277,000 | ||||||
Received tax bills | € | 208,000 | |||||||
State and Local Jurisdiction [Member] | ||||||||
Settlement expense | $ 272,000 | € 231,000 | ||||||
Additional late fees | $ 595,000 | € 513,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands, shares in Millions | May 06, 2022 | May 31, 2022 | Apr. 30, 2022 | Nov. 30, 2021 | Oct. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2022 |
Subsequent Event [Line Items] | ||||||||
Warrants exercised (in shares) | 7.7 | 7.7 | ||||||
Warrants exercised | $ 2,000 | $ 2,000 | ||||||
Proceeds from issuance of common stock to investors | $ 3,364 | $ 16 | ||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants exercised (in shares) | 7.7 | |||||||
Warrants exercised | $ 8,300 | $ 8,300 | ||||||
Number of Pending Common Stock to be Issued | 1.7 | |||||||
Value of common stock issued upon warrant exercises | $ 2,000 | |||||||
Proceeds from issuance of common stock to investors | $ 6,300 | $ 6,300 | ||||||
Number of shares issued to investors | 8.5 | 8.5 | ||||||
Subsequent Event | Minimum | ||||||||
Subsequent Event [Line Items] | ||||||||
Estimated baseline costs | $ 3,200 | |||||||
Milestones costs amount | $ 1,500 | |||||||
Shares in milestones costs | 1.5 | |||||||
Subsequent Event | Maximum | ||||||||
Subsequent Event [Line Items] | ||||||||
Estimated baseline costs | $ 3,900 | |||||||
Milestones costs amount | $ 8,000 | |||||||
Shares in milestones costs | 12.5 |