Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 14, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | PLUS THERAPEUTICS, INC. | |
Entity Central Index Key | 0001095981 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 4,779,584 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Trading Symbol | PSTV | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-34375 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 33-0827593 | |
Entity Address, Address Line One | 4200 MARATHON BLVD | |
Entity Address, Address Line Two | SUITE 200 | |
Entity Address, City or Town | AUSTIN | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78756 | |
City Area Code | 737 | |
Local Phone Number | 255-7194 |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 7,626 | $ 17,552 |
Accounts receivable | 1,169 | |
Restricted cash | 40 | |
Inventories, net | 107 | 107 |
Other current assets | 916 | 957 |
Total current assets | 8,649 | 19,825 |
Property and equipment, net | 1,943 | 2,179 |
Operating lease right-of-use assets | 671 | 781 |
Other assets | 18 | 72 |
Goodwill | 372 | 372 |
Total assets | 11,653 | 23,229 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,083 | 3,279 |
Operating lease liability | 140 | 147 |
Term loan obligations, net of discount | 6,181 | 11,060 |
Total current liabilities | 8,404 | 14,486 |
Noncurrent operating lease liability | 545 | 646 |
Warrant liability | 83 | 6,929 |
Other noncurrent liabilities | 8 | |
Total liabilities | 9,032 | 22,069 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 1,954 and 1,959 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 4,591,415 and 3,880,588 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 5 | 4 |
Additional paid-in capital | 432,540 | 426,426 |
Accumulated deficit | (429,924) | (425,270) |
Total stockholders’ equity | 2,621 | 1,160 |
Total liabilities and stockholders’ equity | $ 11,653 | $ 23,229 |
CONSOLIDATED CONDENSED BALANC_2
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Stockholders’ equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 1,954 | 1,959 |
Preferred stock, shares outstanding (in shares) | 1,954 | 1,959 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 4,591,415 | 3,880,588 |
Common stock, shares outstanding (in shares) | 4,591,415 | 3,880,588 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Development revenues: | ||||
Government contracts and other | $ 4,771 | $ 303 | $ 5,810 | |
Operating expenses: | ||||
Research and development | $ 336 | 921 | 1,604 | 3,636 |
Sales and marketing | 104 | 94 | 319 | 305 |
General and administrative | 956 | 1,076 | 3,788 | 3,313 |
Total operating expenses | 1,396 | 2,091 | 6,492 | 7,254 |
Operating income (loss) | (1,396) | 2,680 | (6,189) | (1,444) |
Other income (expense): | ||||
Interest income | 2 | 6 | 47 | 20 |
Interest expense | (253) | (366) | (854) | (1,477) |
Change in fair value of warrants | (81) | (561) | 2,342 | (69) |
Warrant issuance cost | (1,233) | (1,233) | ||
Total other income (expense) | (332) | (2,154) | 1,535 | (2,759) |
Income (Loss) from continuing operations | (1,728) | 526 | (4,654) | (4,203) |
Loss from discontinued operations | (7,568) | |||
Net income (loss) | (1,728) | 526 | (4,654) | (11,771) |
Income (Loss) from continuing operations | (1,728) | 526 | (4,654) | (4,203) |
Beneficial conversion feature for convertible preferred stock | (554) | (554) | ||
Net loss allocable to common stockholders - continuing operations | $ (1,728) | $ (28) | $ (4,654) | (4,757) |
Net loss allocable to common stockholders - discontinued operations | $ (7,568) | |||
Basic and diluted net loss per share attributable to common stockholders - continuing operations | $ (0.39) | $ (0.03) | $ (1.13) | $ (8.78) |
Basic and diluted net loss per share attributable to common stockholders - discontinued operations | (13.97) | |||
Net loss per share, basic and diluted | $ (0.39) | $ (0.03) | $ (1.13) | $ (22.75) |
Basic and diluted weighted average shares used in calculating net loss per share attributable to common stockholders | 4,402,221 | 826,548 | 4,113,928 | 541,777 |
In Process Research and Development [Member] | Nano Tx Therapeutics [Member] | ||||
Operating expenses: | ||||
Research and development | $ 781 |
CONSOLIDATED CONDENSED STATEM_2
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Nano Tx Therapeutics [Member] | Series C Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member]Series B Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member]Series B and C Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Nano Tx Therapeutics [Member] | Common Stock [Member]Series B Convertible Preferred Stock [Member] | Common Stock [Member]Series B and C Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Nano Tx Therapeutics [Member] | Additional Paid-in Capital [Member]Series C Convertible Preferred Stock [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2018 | $ 5,225 | $ 418,390 | $ 1,218 | $ (414,383) | |||||||||||
Balance (in shares) at Dec. 31, 2018 | 4,606,000 | 296,609,000 | |||||||||||||
Share-based compensation | 49 | 49 | |||||||||||||
Sale of common stock, net | 1,873 | 1,873 | |||||||||||||
Sale of common stock, net (in shares) | 139,855,000 | ||||||||||||||
Conversion of Convertible Preferred Stock into common stock (share) | (66,000) | 1,653,000 | |||||||||||||
Foreign currency translation adjustment and accumulated other comprehensive income | (140) | (140) | |||||||||||||
Net income (loss) | (3,150) | (3,150) | |||||||||||||
Balance at Mar. 31, 2019 | 3,857 | 420,312 | 1,078 | (417,533) | |||||||||||
Balance (in shares) at Mar. 31, 2019 | 4,540,000 | 438,117,000 | |||||||||||||
Balance at Dec. 31, 2018 | 5,225 | 418,390 | 1,218 | (414,383) | |||||||||||
Balance (in shares) at Dec. 31, 2018 | 4,606,000 | 296,609,000 | |||||||||||||
Net income (loss) | (11,771) | ||||||||||||||
Balance at Sep. 30, 2019 | 160 | $ 3 | 426,311 | (426,154) | |||||||||||
Balance (in shares) at Sep. 30, 2019 | 1,959,000 | 2,841,588,000 | |||||||||||||
Balance at Dec. 31, 2018 | 5,225 | 418,390 | 1,218 | (414,383) | |||||||||||
Balance (in shares) at Dec. 31, 2018 | 4,606,000 | 296,609,000 | |||||||||||||
Balance at Dec. 31, 2019 | $ 1,160 | $ 4 | 426,426 | (425,270) | |||||||||||
Balance (in shares) at Dec. 31, 2019 | 3,880,588 | 1,959,000 | 3,880,588,000 | ||||||||||||
Balance at Mar. 31, 2019 | $ 3,857 | 420,312 | 1,078 | (417,533) | |||||||||||
Balance (in shares) at Mar. 31, 2019 | 4,540,000 | 438,117,000 | |||||||||||||
Share-based compensation | 28 | 28 | |||||||||||||
Sale of common stock, net | 64 | 64 | |||||||||||||
Sale of common stock, net (in shares) | 5,000,000 | ||||||||||||||
Foreign currency translation adjustment and accumulated other comprehensive income | (1,078) | $ (1,078) | |||||||||||||
Net income (loss) | (9,147) | (9,147) | |||||||||||||
Balance at Jun. 30, 2019 | (6,276) | 420,404 | (426,680) | ||||||||||||
Balance (in shares) at Jun. 30, 2019 | 4,540,000 | 443,117,000 | |||||||||||||
Issuance of common stock for exercise of warrants | 490 | 490 | |||||||||||||
Issuance of common stock for exercise of warrants (in shares) | 65,415,000 | ||||||||||||||
Reclassification of warrant liabilities | 794 | 794 | |||||||||||||
Share-based compensation | 29 | 29 | |||||||||||||
Sale of common stock and pre-funded warrants, net of offering costs | 4,597 | $ 3 | 4,594 | ||||||||||||
Sale of common stock and pre-funded warrants, net of offering costs (in shares) | 2,000,510,000 | ||||||||||||||
Conversion of Convertible Preferred Stock into common stock (share) | (2,581,000) | 332,546,000 | |||||||||||||
Exercise of warrants (in shares) | 65,415,000 | ||||||||||||||
Beneficial conversion feature related to Series C Convertible Preferred Stock | $ 554 | $ 554 | |||||||||||||
Accretion of beneficial conversion feature related to Series C Convertible Preferred Stock | $ (554) | $ (554) | |||||||||||||
Net income (loss) | 526 | 526 | |||||||||||||
Balance at Sep. 30, 2019 | 160 | $ 3 | 426,311 | (426,154) | |||||||||||
Balance (in shares) at Sep. 30, 2019 | 1,959,000 | 2,841,588,000 | |||||||||||||
Balance at Dec. 31, 2019 | $ 1,160 | $ 4 | 426,426 | (425,270) | |||||||||||
Balance (in shares) at Dec. 31, 2019 | 3,880,588 | 1,959,000 | 3,880,588,000 | ||||||||||||
Share-based compensation | $ 12 | 12 | |||||||||||||
Net income (loss) | (1,087) | (1,087) | |||||||||||||
Balance at Mar. 31, 2020 | 85 | $ 4 | 426,438 | (426,357) | |||||||||||
Balance (in shares) at Mar. 31, 2020 | 1,959,000 | 3,880,588,000 | |||||||||||||
Balance at Dec. 31, 2019 | $ 1,160 | $ 4 | 426,426 | (425,270) | |||||||||||
Balance (in shares) at Dec. 31, 2019 | 3,880,588 | 1,959,000 | 3,880,588,000 | ||||||||||||
Net income (loss) | $ (4,654) | ||||||||||||||
Balance at Sep. 30, 2020 | $ 2,621 | $ 5 | 432,540 | (429,924) | |||||||||||
Balance (in shares) at Sep. 30, 2020 | 4,591,415 | 1,954,000 | 4,591,415,000 | ||||||||||||
Balance at Mar. 31, 2020 | $ 85 | $ 4 | 426,438 | (426,357) | |||||||||||
Balance (in shares) at Mar. 31, 2020 | 1,959,000 | 3,880,588,000 | |||||||||||||
Issuance of common stock for exercise of warrants | 366 | 366 | |||||||||||||
Issuance of common stock for exercise of warrants (in shares) | 162,500,000 | ||||||||||||||
Reclassification of warrant liabilities | 4,264 | 4,264 | |||||||||||||
Issuance of common stock for in process research and development acquired | $ 381 | $ 381 | |||||||||||||
Issuance of common stock for in process research and development acquired (in share) | 230,769,000 | ||||||||||||||
Share-based compensation | 43 | 43 | |||||||||||||
Exercise of warrants (in shares) | 162,500,000 | ||||||||||||||
Net income (loss) | (1,839) | (1,839) | |||||||||||||
Balance at Jun. 30, 2020 | 3,300 | $ 4 | 431,492 | (428,196) | |||||||||||
Balance (in shares) at Jun. 30, 2020 | 1,959,000 | 4,273,857,000 | |||||||||||||
Issuance of common stock for exercise of warrants | 715 | $ 1 | 714 | ||||||||||||
Issuance of common stock for exercise of warrants (in shares) | 317,521,000 | ||||||||||||||
Reclassification of warrant liabilities | 240 | 240 | |||||||||||||
Share-based compensation | 94 | 94 | |||||||||||||
Conversion of Convertible Preferred Stock into common stock (share) | (5,000) | 37,000 | |||||||||||||
Exercise of warrants (in shares) | 317,521,000 | ||||||||||||||
Net income (loss) | (1,728) | (1,728) | |||||||||||||
Balance at Sep. 30, 2020 | $ 2,621 | $ 5 | $ 432,540 | $ (429,924) | |||||||||||
Balance (in shares) at Sep. 30, 2020 | 4,591,415 | 1,954,000 | 4,591,415,000 |
CONSOLIDATED CONDENSED STATEM_3
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) (Parenthetical) $ in Millions | 3 Months Ended |
Sep. 30, 2019USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Sale of stock for common stock and pre funded warrants, offering costs | $ 0.6 |
CONSOLIDATED CONDENSED STATEM_4
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Cash flows used in operating activities: | |||||||
Net loss | $ (1,728) | $ (1,087) | $ 526 | $ (3,150) | $ (4,654) | $ (11,771) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 273 | 778 | |||||
Amortization of deferred financing costs and debt discount | 428 | 354 | |||||
In process research and development acquired from NanoTx Therapeutics | 781 | ||||||
Noncash lease expenses | 2 | 22 | |||||
Change in fair value of warrants | 81 | 561 | (2,342) | 69 | |||
Share-based compensation expense | 149 | 106 | |||||
Loss on sale of business | 6,508 | ||||||
Allocation of issuance costs associated with warrants | 1,233 | 1,233 | |||||
Increases (decreases) in cash caused by changes in operating assets and liabilities: | |||||||
Accounts receivable | 1,169 | (4,851) | |||||
Inventories | 274 | ||||||
Other current assets | 516 | 252 | |||||
Other assets | 54 | 298 | |||||
Accounts payable and accrued expenses | (1,586) | (297) | |||||
Deferred revenues | 29 | ||||||
Other long-term liabilities | 54 | ||||||
Net cash used in operating activities | (5,210) | (6,942) | |||||
Cash flows provided by (used in) investing activities: | |||||||
Purchases of property and equipment | (37) | (8) | |||||
In process research and development acquired from NanoTx Therapeutics | (400) | ||||||
Proceeds from sale of business | 5,637 | ||||||
Net cash provided by (used in) investing activities | (437) | 5,629 | |||||
Cash flows used in financing activities: | |||||||
Principal payments of long-term obligations | (5,307) | (3,490) | |||||
Payment of financing lease liability | (42) | (1) | (93) | (75) | |||
Proceeds from exercise of warrants | 1,081 | 491 | |||||
Proceeds from sale of common stock, net | 15,964 | ||||||
Net cash provided by (used in) financing activities | (4,319) | 12,890 | |||||
Effect of exchange rate changes on cash and cash equivalents | (4) | ||||||
Net increase (decrease) in cash and cash equivalents | (9,966) | 11,573 | |||||
Cash, cash equivalents, and restricted cash at beginning of period | $ 17,592 | $ 5,301 | 17,592 | 5,301 | $ 5,301 | ||
Cash, cash equivalents, and restricted cash at end of period | $ 7,626 | $ 16,874 | 7,626 | 16,874 | $ 17,592 | ||
Cash paid during period for: | |||||||
Interest | 470 | 1,071 | |||||
Supplemental schedule of non-cash investing and financing activities: | |||||||
Issuance costs paid in common stock | 463 | ||||||
Common stock issued in payment for in process research and development | 381 | ||||||
Offering cost paid in warrants | 213 | ||||||
Unpaid offering costs | $ 12 | $ 403 |
Basis of Presentation and New A
Basis of Presentation and New Accounting Standards | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and New Accounting Standards | 1. Basis of Presentation and New Accounting Standards The accompanying consolidated condensed financial statements as of September 30, 2020 and for the three and nine months ended September 30, 2020 and 2019 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. The consolidated condensed balance sheet at December 31, 2019 has been derived from the audited financial statements at December 31, 2019 but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations of Plus Therapeutics, Inc., and its subsidiaries (collectively, the “Company”) have been included. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. These financial statements should be read in conjunction with the consolidated financial statements and notes therein included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on March 30, 2020. On March 30, 2019, the Company entered into an Asset and Share Sale and Purchase Agreement (the “Lorem Purchase Agreement”) with Lorem Vascular Pte. Ltd. (“Lorem”), pursuant to which, among other things, Lorem agreed to purchase the Company’s UK subsidiary, Cytori Ltd. (the “UK Subsidiary”), and the Company’s cell therapy assets, excluding such assets used in Japan or relating to the Company’s contract with the U.S. Department of Health and Human Service’s Biomedical Advanced Research and Development Authority (“BARDA”). Both the Company and Lorem made customary representations, warranties and covenants in the Lorem Purchase Agreement. The transaction was completed on April 24, 2019 and the Company received $4.0 million of cash proceeds, of which $1.7 million was used to pay down principal, interest and fees under the Loan and Security Agreement, dated May 29, 2015 (the “Loan and Security Agreement”) (Note 5), with Oxford Finance, LLC (“Oxford”). On April 19, 2019, the Company entered into an Asset and Share Sale and Purchase Agreement (the “Shirahama Purchase Agreement”) with Seijirō Shirahama, pursuant to which, among other things, Mr. Shirahama agreed to purchase the Company’s Japanese subsidiary, Cytori Therapeutics, K.K. (the “Japanese Subsidiary”), and substantially all of the Company’s cell therapy assets used in Japan. Both the Company and Mr. Shirahama made customary representations, warranties and covenants in the Shirahama Purchase Agreement. The transaction was completed on April 25, 2019 and the Company received $3.0 million of cash proceeds, of which $1.4 million was used to pay down principal, interest and fees under the Loan and Security Agreement. Amendments to Certificate of Incorporation On July 29, 2019, the Company amended its Certificate of Incorporation with the State of Delaware to change its corporate name from Cytori Therapeutics, Inc. to Plus Therapeutics, Inc. The Company also changed its trading symbol for its common stock on the Nasdaq Capital Market to “PSTV”. Recently Issued Accounting Pronouncements In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The standard amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. For available-for-sale debt securities, entities will be required to recognize an allowance for credit losses rather than a reduction in carrying value of the asset. Entities will no longer be permitted to consider the length of time that fair value has been less than amortized cost when evaluating when credit losses should be recognized. This new guidance is effective in the first quarter of 2023 for calendar-year SEC filers that are smaller reporting companies as of the one-time determination date. Early adoption is permitted beginning in 2019. The Company plans to adopt the new guidance on January 1, 2023, and it does not expect that adoption of this standard will have a material impact on its consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 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) (“ASU 2020-06”). ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, ASU 2020-06 modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in ASU 2020-06 are effective for smaller reporting companies as defined by the SEC for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13 (ASU 2018-13), Changes to the Disclosure Requirements for Fair Value Measurement |
Use of Estimates
Use of Estimates | 9 Months Ended |
Sep. 30, 2020 | |
Use Of Estimates [Abstract] | |
Use of Estimates | 2. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The Company’s most significant estimates and critical accounting policies involve recognizing revenue, reviewing assets for impairment, determining the assumptions used in measuring share-based compensation expense, valuing warrants, and valuing allowances for doubtful accounts. Actual results could differ from these estimates. Management’s estimates and assumptions are reviewed regularly, and the effects of revisions are reflected in the consolidated financial statements in the periods they are determined to be necessary. |
Liquidity and Going Concern
Liquidity and Going Concern | 9 Months Ended |
Sep. 30, 2020 | |
Liquidity [Abstract] | |
Liquidity and Going Concern | 3. Liquidity and Going Concern The Company incurred net losses of $1.7 million and $4.7 million for the three and nine months ended September 30, 2020, respectively. The Company had an accumulated deficit of $429.9 million as of September 30, 2020. Additionally, it used net cash of $5.2 million to fund its operating activities for the nine months ended September 30, 2020. To date, these operating losses have been funded primarily from outside sources of invested capital, proceeds raised from the Loan and Security Agreement, The Company continues to seek additional capital through strategic transactions and from other financing alternatives. Without additional capital, the Company’s current working capital will not provide adequate funding to make debt repayments or support its research, sales and marketing efforts and product development activities at their current levels. If sufficient additional capital is not raised, the Company will at a minimum need to significantly reduce or curtail its research and development and other operations, and this would negatively affect its ability to achieve corporate growth goals. The accompanying consolidated condensed financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 4 . Fair Fair value measurements are market-based measurements, not entity-specific measurements. Therefore, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. The Company follows a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below: • Level 1: Quoted prices in active markets for identical assets or liabilities. • Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. • Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable in active markets. Warrants issued by the Company in connection with a rights offering originally filed under a Form S-1 registration statement in April 2018 (“Series T Warrants”) and in an underwritten public offering in September 2019 (“Series U Warrants”) are classified as liability instruments initially upon issuance. Because some of the inputs to the Company’s valuation model are either not observable or are not derived principally from or corroborated by observable market data by correlation or other means, the warrant liability is classified as Level 3 in the fair value hierarchy. The estimated fair value of the Series T Warrants as of September 30, 2020 and December 31, 2019 was determined by using an option pricing model with the following assumptions. The Series T Warrants will be As of September 30, 2020 As of December 31, 2019 Expected term 0.55 years 1.1 years Common stock market price $ 2.56 $ 2.40 Risk-free interest rate 0.11 % 1.59 % Expected volatility 128 % 168 % Resulting fair value (per warrant) $ 1.04 $ 1.47 The Company estimated the fair value of the Series U Warrants with the Black Scholes model with the following assumptions. The Series U Warrants that have not been amended (Note 11) will be As of September 30, 2020 As of December 31, 2019 Expected term 4 years 4.75 years Common stock market price $ 2.56 $ 2.40 Risk-free interest rate 0.22 % 1.68 % Expected volatility 146 % 135 % Resulting fair value (per warrant) $ 2.21 $ 1.94 The following table summarizes the change in Level 3 warrant liability value (in thousands): Three Months Ended Nine Months Ended Warrant liability September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Beginning balance $ 242 $ 424 $ 6,929 $ 916 Issuance — 10,215 — 10,215 Exercise/settlement — (794 ) — (794 ) Change in fair value 81 561 (2,342 ) 69 Reclassification to equity (240 ) — (4,504 ) — Ending balance $ 83 $ 10,406 $ 83 $ 10,406 |
Term Loan Obligations
Term Loan Obligations | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Term Loan Obligations | 5 . On May 29, 2015, the Company From September 2017 to March 2019, the Company entered into a total of seven amendments to the Term Loan which, amongst other things, extended the interest only period, required repayment of $3.1 million using the proceeds received from sale of the Company’s former UK and Japan subsidiaries as described in Note 1, increased the final payment, increased the final payment fee upon maturity or early repayment of the Term Loan, and increased the minimum liquidity covenant level to $2.0 million. On March 29, 2020, the Company entered into the Ninth Amendment of the Loan and Security Agreement (“Ninth Amendment”), pursuant to which Oxford agreed to defer the start date of principal repayment from May 1, 2020 to May 1, 2021 and extended the term of the Term loan from September 1, 2021 to September 1, 2024. In addition, pursuant to the Ninth Amendment, on April 1, 2020, the Company made a $5.0 million paydown of principal upon execution of the Ninth Amendment and $0.3 million of related final payment. After giving effect to this payment, there is $4.3 million of principal outstanding under the Loan Agreement. In addition, an amendment fee of $1.0 million will be payable in connection with the Amendment at the earlier of the maturity date, acceleration of the loans and the making of certain prepayments. All other major terms remained consistent. Under authoritative guidance, the Ninth Amendment does not meet the criteria to be accounted for as a troubled debt restructuring. In addition, the Company performed a quantitative analysis and determined that the terms of the new debt and original debt instrument are not substantially different. Accordingly, the Ninth Amendment is accounted for as debt modification. A new effective interest rate that equates the revised cash flows to the carrying amount of the original debt is computed and applied prospectively. The Term Loan, as amended, is collateralized by a security interest in substantially all of the Company’s existing and subsequently acquired assets, including its intellectual property assets, subject to certain exceptions set forth in the Loan and Security Agreement, as amended. The intellectual property asset collateral will be released upon the Company achieving a certain liquidity level when the total principal outstanding under the Loan and Security Agreement is less than $3 million. The Company’s interest expense for the three months ended September 30, 2020 and 2019 and 2019 , respectively, The Loan and Security Agreement, as amended, contains customary indemnification obligations and customary events of default, including, among other things, the Company’s failure to fulfill certain obligations under the Term Loan, as amended, and the occurrence of a material adverse change, which is defined as a material adverse change in the Company’s business, operations, or condition (financial or otherwise), a material impairment of the prospect of repayment of any portion of the loan. In the event of default by the Company or a declaration of material adverse change by its lender, under the Term Loan, the lender would be entitled to exercise its remedies thereunder, including the right to accelerate the debt, upon which the Company may be required to repay all amounts then outstanding under the Term Loan, which could materially harm the Company’s financial condition. As of September 30, 2020, the Company has not received any notification or indication from Oxford to invoke the material adverse change clause. However, due to the Company’s current cash flow position and the substantial doubt about its ability to continue as a going concern, the entire principal amount of the Term Loan is presented as short-term. The Company will continue to evaluate the debt classification on a quarterly basis and evaluate for reclassification in the future should its financial condition improve. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2020 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 6 . Revenue Recognition Development Revenue The Company received revenue for tasks performed under research and development agreements with governmental agencies, like BARDA, which is outside of the scope of the new revenue recognition guidance. Revenues derived from reimbursement of direct out-of-pocket expenses for research costs associated with government contracts are recorded as government contracts and other within development revenues. Government contract revenue is recorded at the gross amount of the reimbursement. The costs associated with these reimbursements are reflected as a component of research and development expense in the Company’s consolidated condensed statements of operations and comprehensive loss. The BARDA contract was terminated by the U.S. Department of Health and Human Services effective in December 2019 and the contract close out process was completed during the three months ended September 30, 2020. During the three and nine months ended September 30, 2020, the Company recognized $0 and $0.3 million in development revenue and related costs related to unreimbursed costs prior to termination of the contract, respectively. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 7 . Discontinued Operations As explained in Note 1, on April 24, 2019 and April 25, 2019, the Company completed the sale of its cell therapy business to Lorem and Mr. Shirahama, respectively. The following table summarizes the calculation of the loss on the sale of the cell therapy business, which was finalized during the fourth quarter of 2019 (in thousands): Consideration received $ 7,000 Transaction costs (1,363 ) Net cash proceeds 5,637 Less: Carrying value of business and assets sold 12,145 Net loss on sale of business $ (6,508 ) There were no assets or liabilities related to discontinued operations as of September 30, 2020 or December 31, 2019. The following table summarizes the results of discontinued operations for the nine months ended September 30, 2019 (in thousands). Discontinued operations did not have an impact on the Company’s results of operations during the three months ended September 30, 2019, or the three and nine months ended September 30, 2020. Nine Months Ended September 30, 2019 Product revenue $ 901 Cost of revenue 857 Gross profit 44 Operating expenses: Research and development 656 Sales and marketing 411 General and administrative 185 Total operating expenses 1,252 Operating loss (1,208 ) Other income (expense) 140 Loss from discontinued operations $ (1,068 ) During the nine months ended September 30, 2019, revenues from discontinued operations were related to the cell therapy business. Because of the sale of the cell therapy business to Lorem and Mr. Shirahama, all product revenue and costs of product revenues for these periods have been recorded in loss from discontinued operations in the consolidated condensed statements of operations and comprehensive loss. Included in the statements of cash flows are the following non-cash adjustments related to the discontinued operations (in thousands): Nine Months Ended September 30, 2020 2019 Depreciation and amortization $ — $ 467 |
Loss per Share
Loss per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Loss per Share | 8 . Loss per Share Basic per share data is computed by dividing net income or loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted per share data is computed by dividing net income or loss applicable to common stockholders by the weighted average number of common shares outstanding during the period increased to include, if dilutive, the number of additional common shares that would have been outstanding as calculated using the treasury stock method. Potential common shares were related to outstanding but unexercised options, multiple series of preferred stock, and warrants for all periods presented. The following were excluded from the diluted Nine Months Ended September 30, 2020 2019 Outstanding stock options 531,336 254,000 Outstanding warrants 3,121,125 3,637,000 Preferred stocks 422,985 298,000 Total 4,075,446 4,189,000 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments [Abstract] | |
Commitments and Contingencies | 9 . Commitments and Contingencies Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company calculates the associated lease liability and corresponding right-of-use asset upon lease commencement using a discount rate based on the rate implicit in the lease or an incremental borrowing rate commensurate with the term of the lease. The Company records lease liabilities within current liabilities or long-term liabilities based upon the length of time associated with the lease payments. The Company records its operating lease right-of-use assets as long-term assets. Right-of-use assets for financing leases are recorded within property and equipment, net in the balance sheet. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Instead, the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company leases laboratory, office and storage facilities in San Antonio, Texas, under operating lease agreements that expire in 2028. The Company also leases certain office space in Austin, Texas under a month-to-month operating lease agreement. In addition, the Company leases certain equipment under various operating and finance leases. The lease agreements generally provide for periodic rent increases, and renewal and termination options. The Company’s lease agreements do not contain any material variable lease payments, residual value guarantees or material restrictive covenants. Certain leases require the Company to pay taxes, insurance, and maintenance. Payments for the transfer of goods or services such as common area maintenance and utilities represent non-lease components. The Company elected the package of practical expedients and therefore does not separate non-lease components from lease components. The table below summarizes the Company’s lease liabilities and corresponding right-of-use assets (in thousands, except year and rates): As of September 30, 2020 Assets Operating $ 671 Financing 39 Total leased assets $ 710 Liabilities Current: Operating $ 140 Financing 39 Noncurrent: Operating 545 Financing — Total lease liabilities $ 724 Weighted-average remaining lease term (years) - operating leases 6.53 Weighted-average remaining lease term (years) - finance leases 0.37 Weighted-average discount rate - operating leases 7.9 % Weighted-average discount rate - finance leases 5.0 % The table below summarizes the Company’s lease costs from its consolidated condensed statement of operations and comprehensive loss, and cash payments from its consolidated condensed statement of cash flows during the three and nine months ended September 30, 2020 (in thousands): Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Lease expense: Operating lease expense $ 52 $ 56 $ 160 $ 169 Finance lease expense: Depreciation of right-of-use assets 32 32 95 85 Interest expense on lease liabilities 1 2 4 7 Total lease expense $ 85 $ 90 $ 259 $ 261 Cash payment information: Operating cash used for operating leases $ 56 $ 38 $ 155 $ 147 Financing cash used for financing leases 42 1 93 75 Total cash paid for amounts included in the measurement of lease liabilities $ 98 $ 39 $ 248 $ 222 Total rent expense for the three and nine months ended September 30, 2020 was $48,000 and $177,000, respectively, which includes leases in the table above, month-to-month operating leases, and common area maintenance charges. The Company’s future minimum annual lease payments under operating and financing leases at September 30, 2020 are as follows in (thousands): Financing Leases Operating Leases Remaining 2020 $ 32 $ 49 2021 7 183 2022 — 123 2023 — 100 Thereafter — 447 Total minimum lease payments $ 39 $ 902 Less: amount representing interest — (217 ) Present value of obligations under leases 39 685 Less: current portion 39 (140 ) Noncurrent lease obligations $ — $ 545 Other commitments The Company has entered into agreements with various research organizations for pre-clinical and clinical development studies, which have provisions for cancellation. Under the terms of these agreements, the vendors provide a variety of services including conducting research, recruiting and enrolling patients, monitoring studies and data analysis. Payments under these agreements typically include fees for services and reimbursement of expenses. The timing of payments due under these agreements is estimated based on current study progress. As of , the Company did not have obligations related to its clinical research agreements. The Company is subject to various claims and contingencies related to legal proceedings. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between affected parties and governmental actions. Management assesses the probability of loss for such contingencies and accrues a liability and/or discloses the relevant circumstances, as appropriate. Management believes that any liability to the Company that may arise as a result of currently pending legal proceedings will not have a material adverse effect on the Company’s financial condition, liquidity, or results of operations as a whole. |
NanoTx License Agreement
NanoTx License Agreement | 9 Months Ended |
Sep. 30, 2020 | |
License Agreement [Abstract] | |
NanoTx License Agreement | 10. On March 29, 2020, the Company and NanoTx, Corp. (“NanoTx”) entered into a Patent and Know-How License Agreement (the “NanoTx License Agreement”), pursuant to which NanoTx granted the Company an irrevocable, perpetual, exclusive, fully paid-up license, with the right to sublicense and to make, develop, commercialize and otherwise exploit certain patents, know-how and technology related to the development of radiolabeled nanoliposomes. On May 7, 2020, all closing conditions under the NanoTx License Agreement were satisfied and the Company paid an upfront payment of $400,000 in cash and issued 230,769 shares of its common stock to NanoTx . Cash and the fair value of common stock issued totaled $781,000 and is recorded as in-process research and development expenses in the consolidated condensed statement of operations and comprehensive loss for the three and nine months ended September 30, 2020. Pursuant to the terms of the NanoTx License Agreement, the Company may be required to pay up to $136.5 million in development and sales milestone payments and a tiered single-digit royalty on U.S. and European sales. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 11. Preferred Stock The Company has authorized 5,000,000 shares of preferred stock, par value $0.001 per share. The Company’s Board of Directors is authorized to designate the terms and conditions of any preferred stock the Company issues without further action by the common stockholders. There were no shares of Series A 3.6% Convertible Preferred Stock outstanding as of September 30, 2020 or December 31, 2019. As of September 30, 2020, there were 938 outstanding shares of Series C Preferred Stock that can be converted into an aggregate of 416,889 shares Warrants Pursuant to a registration statement on Form S-1 originally filed on April 27, 2018, as amended, which became effective on July 17, 2018, and related prospectus (as supplemented), the Company registered and distributed to holders of its common stock and Series B Convertible Preferred Stock, at no charge, non-transferable subscription rights to purchase up to an aggregate of 20,000 units for $1,000 a unit. Each such unit consisted of one share of Series C Preferred Stock and 1,050 warrants (“Series T Warrants”). Pursuant to the 2018 Rights Offering, which closed on July 25, 2018, the Company sold an aggregate of 6,723 units, resulting in total net proceeds to the Company of approximately $5.7 million. In April 2020, in connection with Warrant Amendments (defined below), the exercise price of the Series T Warrants was further adjusted such that every 50 warrants can be exercised into one share of common stock for $2.25. As of September 30, 2020, there were 3,787,350 outstanding Series T Warrants that can be exercised into an aggregate of 75,747 shares of common stock. On September 25, 2019, the Company completed an underwritten public offering. The Company issued 289,000 shares of its common stock, along with pre-funded warrants to purchase 2,711,000 shares of its common stock and Series U Warrants to purchase 3,450,000 shares of its common stock at $5.00 per share. The Series U Warrants have a term of five years from the issuance date. In addition, the Company issued warrants to H.C. Wainwright & Co., LLC, as representatives of the underwriters, to purchase 75,000 shares of its common stock at $6.25 per share with a term of 5 years from the issuance date, in the form of Series U Warrants (the “Representative Warrants”). In accordance with authoritative guidance, the pre-funded warrants are classified as equity. The Series U Warrants and the Representative Warrants are classified at issuance as liabilities due to a contingent obligation for the Company to settle the Series U Warrants with cash upon certain change in control events. Between April and September 2020, the Company entered into revised warrant agreements with the holders of 3,447,500 Series U Warrants (“Warrant Amendments”). In return for reducing the strike price of the warrants to $2.25 per share, the warrant holders agreed to amend the settlement provisions upon a fundamental transaction such that the warrants would meet the requirements to be classified within stockholders’ equity. In September 2020, the Company entered into revised warrant agreements for the Representative Warrants that reduced the strike price of the warrants to $2.81 per share, and the warrant holders agreed to amend the settlement provisions upon a fundamental transaction such that the Representative Warrants would meet the requirements to be classified within stockholders’ equity. Accordingly, approximately $4.5 million of warrant liability was reclassified to the stockholders’ equity section of the balance sheet on the respective effective date of the Warrant Amendment. In addition, approximately $0.7 million of other income representing change in the fair value of amended warrants from April 1, 2020 to the respective effective date of the Warrant Amendments is recorded in the consolidated condensed statement of operations and comprehensive loss for the nine months ended September 30, 2020. As of September 30, 2020, there were 3,045,000 outstanding Series U Warrants which can be exercised into an aggregate of 3,045,000 shares of common stock. Common Stock On September 21, 2018, the Company entered into a purchase agreement (the “2018 Purchase Agreement”) with Lincoln Park pursuant to which the Company had the right to sell to Lincoln Park and Lincoln Park was obligated to purchase up to $5.0 million of shares of the Company’s common stock over the 24-month period following October 15, 2018. Through December 31, 2018, the Company sold a total of 12,802 shares for proceeds of approximately $0.3 million through the 2018 Purchase Agreement. During the year ended December 31, 2019, the Company sold a total of 32,170 shares for proceeds of approximately $0.3 million. The Company believes there is no amount remaining available under this financing facility as of September 30, 2020 On September 30, 2020, the Company entered into a new purchase agreement (the “2020 Purchase Agreement”) and registration rights agreement pursuant to which Lincoln Park has committed to purchase up to $25.0 million of the Company’s common stock. Under the terms and subject to the conditions of the 2020 Purchase Agreement, the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase up to $25.0 million of the Company’s common stock. Such sales of common stock by the Company, if any, will be subject the date that the registration statement covering the resale of shares of common stock that have been and may be issued under the 2020 Purchase Agreement, is declared effective by the SEC and a final prospectus in connection therewith is filed The 2020 Purchase Agreement provides that the number of shares the Company may sell to Lincoln Park on any single business day in a regular purchase is 50,000, but that amount may be increased up to 100,000 shares, depending upon the market price of the Company’s common stock at the time of sale and subject to a maximum limit of $500,000 per regular purchase. The purchase price per share for each such regular purchase will be based on prevailing market prices of the Company’s common stock immediately preceding the time of sale as computed under the 2020 Purchase Agreement. In addition to regular purchases, the Company may also direct Lincoln Park to purchase other amounts as accelerated purchases or as additional accelerated purchases if the closing sale price of the common stock exceeds certain threshold prices as set forth in the 2020 Purchase Agreement. There are no trading volume requirements or restrictions under the Lincoln Park Purchase Agreement. There is no upper limit on the price per share that Lincoln Park must pay for common stock under a regular purchase or an accelerated purchase and in no event will shares be sold to Lincoln Park on a day when the Company’s common stock closing sale price is less than $0.25 per share. On June 16, 2020, the Company received stockholder approval pursuant to Nasdaq Listing Rules 5635(a), 5635(b) and 5635(d) to permit issuances of the Company’s common stock (including the issuance of more than 19.99% of the Company’s common stock) to Lincoln Park pursuant to the 2020 Purchase Agreement. Based on the closing price of the Company’s common stock of $1.05 per share on March 16, 2020 (the Company’s lowest closing sale price since January 1, 2020 as reported on Nasdaq.com) the maximum number of shares the Company could issue and sell under the 2020 Purchase Agreement is approximately 23.8 million shares. Accordingly, the Company requested and received stockholder approval for the issuance of up to 23.8 million shares of the Company’s common stock under the 2020 Purchase Agreement. The Company would seek additional stockholder approval before issuing more than 23.8 million shares. Lincoln Park has no right to require the Company to sell any shares of common stock to Lincoln Park, but Lincoln Park is obligated to make purchases as the Company directs, subject to certain conditions. Actual sales of shares of common stock to Lincoln Park under the 2020 Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the common stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. The net proceeds under the 2020 Purchase Agreement to the Company will depend on the frequency and prices at which the Company sells shares of its stock to Lincoln Park. On October 2, 2020, the Company issued 180,701 shares of common stock to Lincoln Park as a commitment fee in connection with entering into the 2020 Purchase Agreement. The $0.5 million fair value of the commitment fee shares was recorded as other current assets as of September 30, 2020, and the Company expects to sell its common stock pursuant to the 2020 Purchase Agreement during the three months ending December 31, 2020. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 12. On February 6, 2020, the Company amended the Company’s 2015 New Employee Incentive Plan (the “2015 Plan”) to increase the total number of shares of common stock reserved for issuance under the plan by 250,000 shares. Awards may only be granted under the 2015 Plan to employees who were not previously an employee or director of the Company, or following a bona fide period of non-employment, as a material inducement to entering into employment with the Company. As of September 30, 2020 there were 210,389 shares of common stock remaining and available for future issuances under the 2015 Plan. On June 16, 2020, the stockholders of the Company approved the Company’s 2020 Stock Incentive Plan (“2020 Plan”), which replaced the Company’s 2014 Equity Incentive Plan. The 2020 Plan provides for the award or sale of shares of common stock (including restricted stock), the award of stock units and stock appreciation rights, and the grant of both incentive stock options to purchase common stock. The 2020 Plan provides for the issuance of up to 550,000 shares of common stock, and the number of shares available for issuance will be increased to the extent that awards granted under the 2020 Plan and the Company’s 2014 Equity Incentive Plan are forfeited or expire (except as otherwise provided in the 2020 Plan). A summary of activity for the nine months ended September 30, 2020 is as follows: Options Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2019 1,865 $ 2,968.22 Granted 530,000 $ 2.12 Cancelled/forfeited (529 ) $ 2,486.82 Outstanding as of September 30, 2020 531,336 $ 10.01 $ 233,000 Vested as of September 30, 2020 39,114 $ 106.86 $ 17,500 Vested and expected to be vested as of September 30, 2020 482,121 $ 10.66 $ 211,500 As of September 30, 2020, the total compensation cost related to non-vested stock options not yet recognized for the Company’s plans is approximately $786,000, which is expected to be recognized as a result of vesting under service conditions over a weighted average period of 2.99 years. |
COVID-19 Pandemic and CARES Act
COVID-19 Pandemic and CARES Act | 9 Months Ended |
Sep. 30, 2020 | |
Risks And Uncertainties [Abstract] | |
COVID-19 Pandemic and CARES Act | 13 . COVID-19 Pandemic and CARES Act A novel strain of coronavirus (COVID-19) was declared a global pandemic by the World Health Organization in March 2020. COVID-19 has presented substantial public health and economic challenges and is affecting economies, financial markets and business operations around the world. International and U.S. governmental authorities in impacted regions have taken action in an effort to slow the spread of COVID-19, including issuing varying forms of “stay-at-home” orders, and restricting business functions outside of one’s home. In response, the Company put restrictions on employee travel and working from its executive offices with many employees continuing their work remotely. While the Company has implemented additional health and safety precautions and protocols in response to the pandemic and government guidelines, the Company has not yet experienced a significant impact on its business and operations. However, the Company may experience disruptions that could adversely impact its business operations as well as its preclinical studies and clinical trials. The Company is currently continuing the clinical trials it has underway in sites across the U.S., and, although there has been no significant impact to date, the Company expects that COVID-19 precautions may directly or indirectly impact the timeline for some of its clinical trials. Some of the Company’s clinical trial sites, including those located in areas severely impacted by the pandemic, have placed new patient enrollment into clinical trials on hold or, for patients traveling from out-of-state, have implemented a 14-day self-quarantine before appointments. In addition, some clinical trial sites have imposed limited accessibility to conduct clinical monitoring and training on-site. The Company considered the impacts of COVID-19 on the assumptions and estimates used to prepare its consolidated condensed financial statements and determined that there were no material adverse impacts on the Company’s results of operations and financial position at September 30, 2020. The full extent to which the COVID-19 pandemic will directly or indirectly impact its business, results of operations and financial condition, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat it, as well as the economic impact on local, regional, national and international markets. In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law on March 27, 2020. The CARES Act, among other things, includes tax provisions relating to refundable payroll tax credits, deferment of employer’s social security payments, net operating loss utilization and carryback periods, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property (QIP). The CARES Act had no material impact on the Company’s income tax provision for the three and nine months ended September 30, 2020. The Company continues to evaluate the impact of the CARES Act on its financial position, results of operations and cash flows. |
Basis of Presentation and New_2
Basis of Presentation and New Accounting Standards (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and New Accounting Standards | The accompanying consolidated condensed financial statements as of September 30, 2020 and for the three and nine months ended September 30, 2020 and 2019 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. The consolidated condensed balance sheet at December 31, 2019 has been derived from the audited financial statements at December 31, 2019 but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations of Plus Therapeutics, Inc., and its subsidiaries (collectively, the “Company”) have been included. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. These financial statements should be read in conjunction with the consolidated financial statements and notes therein included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on March 30, 2020. On March 30, 2019, the Company entered into an Asset and Share Sale and Purchase Agreement (the “Lorem Purchase Agreement”) with Lorem Vascular Pte. Ltd. (“Lorem”), pursuant to which, among other things, Lorem agreed to purchase the Company’s UK subsidiary, Cytori Ltd. (the “UK Subsidiary”), and the Company’s cell therapy assets, excluding such assets used in Japan or relating to the Company’s contract with the U.S. Department of Health and Human Service’s Biomedical Advanced Research and Development Authority (“BARDA”). Both the Company and Lorem made customary representations, warranties and covenants in the Lorem Purchase Agreement. The transaction was completed on April 24, 2019 and the Company received $4.0 million of cash proceeds, of which $1.7 million was used to pay down principal, interest and fees under the Loan and Security Agreement, dated May 29, 2015 (the “Loan and Security Agreement”) (Note 5), with Oxford Finance, LLC (“Oxford”). On April 19, 2019, the Company entered into an Asset and Share Sale and Purchase Agreement (the “Shirahama Purchase Agreement”) with Seijirō Shirahama, pursuant to which, among other things, Mr. Shirahama agreed to purchase the Company’s Japanese subsidiary, Cytori Therapeutics, K.K. (the “Japanese Subsidiary”), and substantially all of the Company’s cell therapy assets used in Japan. Both the Company and Mr. Shirahama made customary representations, warranties and covenants in the Shirahama Purchase Agreement. The transaction was completed on April 25, 2019 and the Company received $3.0 million of cash proceeds, of which $1.4 million was used to pay down principal, interest and fees under the Loan and Security Agreement. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The standard amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. For available-for-sale debt securities, entities will be required to recognize an allowance for credit losses rather than a reduction in carrying value of the asset. Entities will no longer be permitted to consider the length of time that fair value has been less than amortized cost when evaluating when credit losses should be recognized. This new guidance is effective in the first quarter of 2023 for calendar-year SEC filers that are smaller reporting companies as of the one-time determination date. Early adoption is permitted beginning in 2019. The Company plans to adopt the new guidance on January 1, 2023, and it does not expect that adoption of this standard will have a material impact on its consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 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) (“ASU 2020-06”). ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, ASU 2020-06 modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in ASU 2020-06 are effective for smaller reporting companies as defined by the SEC for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13 (ASU 2018-13), Changes to the Disclosure Requirements for Fair Value Measurement |
Use of Estimates | The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The Company’s most significant estimates and critical accounting policies involve recognizing revenue, reviewing assets for impairment, determining the assumptions used in measuring share-based compensation expense, valuing warrants, and valuing allowances for doubtful accounts. Actual results could differ from these estimates. Management’s estimates and assumptions are reviewed regularly, and the effects of revisions are reflected in the consolidated financial statements in the periods they are determined to be necessary. |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Summary of Change in Level 3 Warrant Liability Value | The following table summarizes the change in Level 3 warrant liability value (in thousands): Three Months Ended Nine Months Ended Warrant liability September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Beginning balance $ 242 $ 424 $ 6,929 $ 916 Issuance — 10,215 — 10,215 Exercise/settlement — (794 ) — (794 ) Change in fair value 81 561 (2,342 ) 69 Reclassification to equity (240 ) — (4,504 ) — Ending balance $ 83 $ 10,406 $ 83 $ 10,406 |
Series T Warrants [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Schedule of Estimated Fair Value Determined Using Option Pricing Model Assumptions | The estimated fair value of the Series T Warrants as of September 30, 2020 and December 31, 2019 was determined by using an option pricing model with the following assumptions. The Series T Warrants will be As of September 30, 2020 As of December 31, 2019 Expected term 0.55 years 1.1 years Common stock market price $ 2.56 $ 2.40 Risk-free interest rate 0.11 % 1.59 % Expected volatility 128 % 168 % Resulting fair value (per warrant) $ 1.04 $ 1.47 |
Series U Warrants [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Schedule of Estimated Fair Value Determined Using Option Pricing Model Assumptions | The Company estimated the fair value of the Series U Warrants with the Black Scholes model with the following assumptions. The Series U Warrants that have not been amended (Note 11) will be As of September 30, 2020 As of December 31, 2019 Expected term 4 years 4.75 years Common stock market price $ 2.56 $ 2.40 Risk-free interest rate 0.22 % 1.68 % Expected volatility 146 % 135 % Resulting fair value (per warrant) $ 2.21 $ 1.94 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Assets and Liabilities Held for Sale and Operating Results Related to Discontinued Operations | The following table summarizes the results of discontinued operations for the nine months ended September 30, 2019 (in thousands). Discontinued operations did not have an impact on the Company’s results of operations during the three months ended September 30, 2019, or the three and nine months ended September 30, 2020. Nine Months Ended September 30, 2019 Product revenue $ 901 Cost of revenue 857 Gross profit 44 Operating expenses: Research and development 656 Sales and marketing 411 General and administrative 185 Total operating expenses 1,252 Operating loss (1,208 ) Other income (expense) 140 Loss from discontinued operations $ (1,068 ) Included in the statements of cash flows are the following non-cash adjustments related to the discontinued operations (in thousands): Nine Months Ended September 30, 2020 2019 Depreciation and amortization $ — $ 467 |
Discontinued Operations Disposed of By Sale [Member] | |
Summary of Business Consideration to Calculation of the Loss on Sale | The following table summarizes the calculation of the loss on the sale of the cell therapy business, which was finalized during the fourth quarter of 2019 (in thousands): Consideration received $ 7,000 Transaction costs (1,363 ) Net cash proceeds 5,637 Less: Carrying value of business and assets sold 12,145 Net loss on sale of business $ (6,508 ) |
Loss per Share (Tables)
Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Diluted Income (Loss) per Share | The following were excluded from the diluted Nine Months Ended September 30, 2020 2019 Outstanding stock options 531,336 254,000 Outstanding warrants 3,121,125 3,637,000 Preferred stocks 422,985 298,000 Total 4,075,446 4,189,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments [Abstract] | |
Summary of Lease Liabilities and Right-of-Use Assets | The table below summarizes the Company’s lease liabilities and corresponding right-of-use assets (in thousands, except year and rates): As of September 30, 2020 Assets Operating $ 671 Financing 39 Total leased assets $ 710 Liabilities Current: Operating $ 140 Financing 39 Noncurrent: Operating 545 Financing — Total lease liabilities $ 724 Weighted-average remaining lease term (years) - operating leases 6.53 Weighted-average remaining lease term (years) - finance leases 0.37 Weighted-average discount rate - operating leases 7.9 % Weighted-average discount rate - finance leases 5.0 % |
Summary of Lease Costs | The table below summarizes the Company’s lease costs from its consolidated condensed statement of operations and comprehensive loss, and cash payments from its consolidated condensed statement of cash flows during the three and nine months ended September 30, 2020 (in thousands): Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Lease expense: Operating lease expense $ 52 $ 56 $ 160 $ 169 Finance lease expense: Depreciation of right-of-use assets 32 32 95 85 Interest expense on lease liabilities 1 2 4 7 Total lease expense $ 85 $ 90 $ 259 $ 261 Cash payment information: Operating cash used for operating leases $ 56 $ 38 $ 155 $ 147 Financing cash used for financing leases 42 1 93 75 Total cash paid for amounts included in the measurement of lease liabilities $ 98 $ 39 $ 248 $ 222 |
Summary of Future Minimum Annual Lease Payments under Operating and Financing Leases | Total rent expense for the three and nine months ended September 30, 2020 was $48,000 and $177,000, respectively, which includes leases in the table above, month-to-month operating leases, and common area maintenance charges. The Company’s future minimum annual lease payments under operating and financing leases at September 30, 2020 are as follows in (thousands): Financing Leases Operating Leases Remaining 2020 $ 32 $ 49 2021 7 183 2022 — 123 2023 — 100 Thereafter — 447 Total minimum lease payments $ 39 $ 902 Less: amount representing interest — (217 ) Present value of obligations under leases 39 685 Less: current portion 39 (140 ) Noncurrent lease obligations $ — $ 545 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Option Activity | A summary of activity for the nine months ended September 30, 2020 is as follows: Options Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2019 1,865 $ 2,968.22 Granted 530,000 $ 2.12 Cancelled/forfeited (529 ) $ 2,486.82 Outstanding as of September 30, 2020 531,336 $ 10.01 $ 233,000 Vested as of September 30, 2020 39,114 $ 106.86 $ 17,500 Vested and expected to be vested as of September 30, 2020 482,121 $ 10.66 $ 211,500 |
Basis of Presentation and New_3
Basis of Presentation and New Accounting Standards (Details) - USD ($) $ in Thousands | Apr. 25, 2019 | Apr. 24, 2019 | Sep. 30, 2019 |
Basis Of Presentation And New Accounting Standards [Line Items] | |||
Proceeds from sale of business | $ 5,637 | ||
Sale of UK Subsidiary and Certain Assets [Member] | Loan and Security Agreement [Member] | |||
Basis Of Presentation And New Accounting Standards [Line Items] | |||
Proceeds from sale of business | $ 4,000 | ||
Payments for principal, interest and fees | $ 1,700 | ||
Sale of the Japanese Subsidiary and Certain Assets [Member] | Loan and Security Agreement [Member] | |||
Basis Of Presentation And New Accounting Standards [Line Items] | |||
Proceeds from sale of business | $ 3,000 | ||
Payments for principal, interest and fees | $ 1,400 |
Liquidity and Going Concern - A
Liquidity and Going Concern - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Liquidity [Abstract] | |||||||||
Net loss | $ 1,728 | $ 1,839 | $ 1,087 | $ (526) | $ 9,147 | $ 3,150 | $ 4,654 | $ 11,771 | |
Accumulated deficit | $ (429,924) | (429,924) | $ (425,270) | ||||||
Net cash used in operating activities | $ (5,210) | $ (6,942) | |||||||
Substantial doubt about going concern, description | These factors raise substantial doubt about the Company’s ability to continue as a going concern |
Fair Value - Schedule of Estima
Fair Value - Schedule of Estimated Fair Value Determined Using Option Pricing Model Assumptions (Details) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Series U Warrants [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrants expected term | 5 years | |
Level 3 [Member] | Expected Term [Member] | Series T Warrants [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrants expected term | 6 months 18 days | 1 year 1 month 6 days |
Level 3 [Member] | Expected Term [Member] | Series U Warrants [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrants expected term | 4 years | 4 years 9 months |
Level 3 [Member] | Common Stock Market Price [Member] | Series T Warrants [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrants measurement input | 2.56 | 2.40 |
Level 3 [Member] | Common Stock Market Price [Member] | Series U Warrants [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrants measurement input | 2.56 | 2.40 |
Level 3 [Member] | Risk-free Interest Rate [Member] | Series T Warrants [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrants measurement input | 0.11 | 1.59 |
Level 3 [Member] | Risk-free Interest Rate [Member] | Series U Warrants [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrants measurement input | 0.22 | 1.68 |
Level 3 [Member] | Expected Volatility [Member] | Series T Warrants [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrants measurement input | 128 | 168 |
Level 3 [Member] | Expected Volatility [Member] | Series U Warrants [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrants measurement input | 146 | 135 |
Level 3 [Member] | Resulting Fair Value (Per Warrant) [Member] | Series T Warrants [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrants measurement input | 1.04 | 1.47 |
Level 3 [Member] | Resulting Fair Value (Per Warrant) [Member] | Series U Warrants [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Warrants measurement input | 2.21 | 1.94 |
Fair Value - Summary of Change
Fair Value - Summary of Change in Level 3 Warrant Liability Value (Details) - Warrant Liability [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Warrant liability | ||||
Beginning balance | $ 242 | $ 424 | $ 6,929 | $ 916 |
Issuance | 10,215 | 10,215 | ||
Exercise/settlement | (794) | (794) | ||
Change in fair value | 81 | 561 | (2,342) | 69 |
Reclassification to equity | (240) | (4,504) | ||
Ending balance | $ 83 | $ 10,406 | $ 83 | $ 10,406 |
Term Loan Obligations (Details)
Term Loan Obligations (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 29, 2020 | Mar. 28, 2020 | Apr. 29, 2019 | Apr. 25, 2019 | May 29, 2015 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||||||||
Warrant exercise price (in dollars per share) | $ 2.25 | $ 2.25 | ||||||||
Interest expense | $ 253 | $ 366 | $ 854 | $ 1,477 | ||||||
Non-cash amortization | $ 100 | $ 100 | $ 400 | $ 400 | ||||||
Loan and Security Agreement [Member] | Sale of the Japanese Subsidiary and Certain Assets [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Payments for principal, interest and fees | $ 1,400 | |||||||||
Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Origination Date | May 29, 2015 | |||||||||
Original Loan Amount | $ 17,700 | |||||||||
Basis variable rate | 7.95% | |||||||||
Maturity date | Sep. 1, 2024 | Sep. 1, 2021 | Sep. 1, 2024 | |||||||
Fees amount associated with loan | $ 3,200 | |||||||||
Number of shares callable by warrants (in shares) | 188 | |||||||||
Warrant exercise price (in dollars per share) | $ 5,175 | |||||||||
Date from which warrants are exercisable | Nov. 30, 2015 | |||||||||
Warrant expiration date | May 29, 2025 | |||||||||
Minimum liquidity covenant | $ 2,000 | |||||||||
Debt principal repayment start date | May 1, 2021 | May 1, 2020 | ||||||||
Prepayments of term loan | $ 5,000 | |||||||||
Related final payment | 300 | |||||||||
Term loan, remaining amount | 4,300 | |||||||||
Amendment fee | $ 1,000 | |||||||||
Debt instrument, covenant compliance | the Company was in compliance with all of the debt covenants under the Loan and Security Agreement. | |||||||||
Term Loan [Member] | Loan and Security Agreement [Member] | Sale of the Japanese Subsidiary and Certain Assets [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Payments for principal, interest and fees | $ 3,100 | |||||||||
Term Loan [Member] | LIBOR [Member] | Interest Rate Floor [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis variable rate | 1.00% | |||||||||
Term Loan [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 8.95% | |||||||||
Term Loan [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount of loan outstanding threshold in order to release intellectual property asset collateral | $ 4,300 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Revenue Recognition [Abstract] | ||
Development revenue and related costs | $ 0 | $ 0.3 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Business Consideration to Calculation of the Loss on Sale (Details) - USD ($) $ in Thousands | Apr. 25, 2019 | Sep. 30, 2019 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Net cash proceeds | $ 5,637 | |
Discontinued Operations Disposed of By Sale [Member] | Cell Therapy Business [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Consideration received | $ 7,000 | |
Transaction costs | (1,363) | |
Net cash proceeds | 5,637 | |
Carrying value of business and assets sold | 12,145 | |
Net loss on sale of business | $ (6,508) |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Discontinued Operations And Disposal Groups [Abstract] | ||
Assets Related to Discontinued Operation | $ 0 | $ 0 |
Liabilities Related to Discontinued Operation | $ 0 | $ 0 |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Operating Results Related to Discontinued Operations (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Discontinued Operations And Disposal Groups [Abstract] | |
Product revenue | $ 901 |
Cost of revenue | 857 |
Gross profit | 44 |
Operating expenses: | |
Research and development | 656 |
Sales and marketing | 411 |
General and administrative | 185 |
Total operating expenses | 1,252 |
Operating loss | (1,208) |
Other income (expense) | 140 |
Loss from discontinued operations | $ (1,068) |
Discontinued Operations - Sum_3
Discontinued Operations - Summary of Non-Cash Adjustments Related to Discontinued Operations (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Noncash Investing and Financing Items [Abstract] | |
Depreciation and amortization | $ 467 |
Loss per Share - Schedule of An
Loss per Share - Schedule of Antidilutive Securities Excluded from Diluted Income (Loss) per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Dilutive common shares excluded from the calculations of diluted loss per share (in shares) | 4,075,446 | 4,189,000 |
Outstanding Stock Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Dilutive common shares excluded from the calculations of diluted loss per share (in shares) | 531,336 | 254,000 |
Outstanding Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Dilutive common shares excluded from the calculations of diluted loss per share (in shares) | 3,121,125 | 3,637,000 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Dilutive common shares excluded from the calculations of diluted loss per share (in shares) | 422,985 | 298,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | |
Recorded Unconditional Purchase Obligation [Line Items] | ||
Rent expense | $ 48,000 | $ 177,000 |
Pre-clinical Research Study Obligations [Member] | ||
Recorded Unconditional Purchase Obligation [Line Items] | ||
Contractual obligation | $ 0 | $ 0 |
San Antonio, Texas [Member] | Office Laboratory and Storage Space [Member] | ||
Recorded Unconditional Purchase Obligation [Line Items] | ||
Operating leases expiry year | 2028 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Lease Liabilities and Right-of-Use Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Operating | $ 671 | $ 781 |
Financing | 39 | |
Total leased assets | 710 | |
Liabilities | ||
Operating lease liabilities, current | 140 | 147 |
Financing lease liabilities, current | 39 | |
Operating lease liabilities. noncurrent | 545 | $ 646 |
Total lease liabilities | $ 724 | |
Weighted-average remaining lease term (years) - operating leases | 6 years 6 months 10 days | |
Weighted-average remaining lease term (years) - finance leases | 4 months 13 days | |
Weighted-average discount rate - operating leases | 7.90% | |
Weighted-average discount rate - finance leases | 5.00% |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Lease expense: | ||||
Operating lease expense | $ 52 | $ 56 | $ 160 | $ 169 |
Finance lease expense: | ||||
Depreciation of right-of-use assets | 32 | 32 | 95 | 85 |
Interest expense on lease liabilities | 1 | 2 | 4 | 7 |
Total lease expense | 85 | 90 | 259 | 261 |
Cash payment information: | ||||
Operating cash used for operating leases | 56 | 38 | 155 | 147 |
Financing cash used for financing leases | 42 | 1 | 93 | 75 |
Total cash paid for amounts included in the measurement of lease liabilities | $ 98 | $ 39 | $ 248 | $ 222 |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Future Minimum Annual Lease Payments under Operating and Financing Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Financing Leases | ||
Remaining 2020 | $ 32 | |
2021 | 7 | |
Total minimum lease payments | 39 | |
Present value of obligations under leases | 39 | |
Total minimum lease payments | 39 | |
Less: current portion | 39 | |
Operating Leases | ||
Remaining 2020 | 49 | |
2021 | 183 | |
2022 | 123 | |
2023 | 100 | |
Thereafter | 447 | |
Total minimum lease payments | 902 | |
Less: amount representing interest | (217) | |
Present value of obligations under leases | 685 | |
Less: current portion | (140) | $ (147) |
Noncurrent operating lease liability | $ 545 | $ 646 |
NanoTx License Agreement - Addi
NanoTx License Agreement - Additional Information (Details) - USD ($) | May 07, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Common stock, shares issued (in shares) | 4,591,415 | 3,880,588 | |
Common stock, $0.001 par value; 100,000,000 shares authorized; 4,591,415 and 3,880,588 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | $ 5,000 | $ 4,000 | |
NanoTx License Agreement [Member] | |||
License fee payment in cash | $ 400,000 | ||
Common stock, shares issued (in shares) | 230,769 | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 4,591,415 and 3,880,588 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | $ 781,000 | ||
NanoTx License Agreement [Member] | Development and Sales Milestone [Member] | |||
Milestone payments | $ 136,500,000 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - $ / shares | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Preferred Stock [Abstract] | |||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares outstanding (in shares) | 1,954 | 1,959 | |
Series A Convertible Preferred Stock [Member] | |||
Preferred Stock [Abstract] | |||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Convertible preferred stock | 3.60% | 3.60% | |
Series B Convertible Preferred Stock [Member] | |||
Preferred Stock [Abstract] | |||
Preferred stock, shares outstanding (in shares) | 1,016 | 1,021 | |
Series B Convertible Preferred Stock [Member] | 2018 Rights Offering [Member] | |||
Preferred Stock [Abstract] | |||
Preferred stock, shares outstanding (in shares) | 1,016 | ||
Number of preferred stock, shares converted | 6,096 | ||
Series C Convertible Preferred Stock [Member] | |||
Preferred Stock [Abstract] | |||
Preferred stock, shares outstanding (in shares) | 938 | 938 | |
Conversion Price Per Share | $ 3.2132 | ||
Preferred stock conversion price reduced (in dollars per share) | $ 2.25 | ||
Series C Convertible Preferred Stock [Member] | 2018 Rights Offering [Member] | |||
Preferred Stock [Abstract] | |||
Preferred stock, shares outstanding (in shares) | 938 | ||
Number of preferred stock, shares converted | 416,889 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - USD ($) | Jul. 25, 2018 | Jul. 17, 2018 | Apr. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Class Of Stock [Line Items] | ||||||||||
Warrant exercise price (in dollars per share) | $ 2.25 | $ 2.25 | ||||||||
Warrant liability | $ 83,000 | $ 83,000 | $ 6,929,000 | |||||||
Change in fair value of warrants | 81,000 | $ 561,000 | (2,342,000) | $ 69,000 | ||||||
Outstanding Warrants [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrant liability | $ 4,500,000 | 4,500,000 | ||||||||
Change in fair value of warrants | $ 700,000 | |||||||||
Series U Warrants [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock issued (in shares) | 3,450,000 | |||||||||
Sale of Stock, Price Per Share | $ 5 | $ 5 | ||||||||
Warrants expected term | 5 years | 5 years | ||||||||
Representative Warrants [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of shares callable by warrants (in shares) | 75,000 | 75,000 | ||||||||
Warrant exercise price (in dollars per share) | $ 6.25 | $ 6.25 | ||||||||
Warrant exercise price decrease | $ 2.81 | |||||||||
Common Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock issued (in shares) | 5,000,000 | 139,855,000 | ||||||||
Warrants expected term | 5 years | 5 years | ||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Conversion Price Per Share | $ 3.2132 | |||||||||
Preferred stock conversion price reduced (in dollars per share) | $ 2.25 | |||||||||
Common Class A | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock issued (in shares) | 289,000 | |||||||||
Common Class B | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of shares callable by warrants (in shares) | 2,711,000 | 2,711,000 | ||||||||
2018 Rights Offering [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of shares callable by warrants (in shares) | 1 | |||||||||
Common stock issued (in shares) | 6,723 | |||||||||
Gross proceeds from private placement of stock | $ 5,700,000 | |||||||||
2018 Rights Offering [Member] | Outstanding Warrants [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of shares callable by warrants (in shares) | 1,050 | |||||||||
2018 Rights Offering [Member] | Common Stock and Series B Convertible Preferred Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Charge on Non Transferable Subscription Rights | $ 0 | |||||||||
2018 Rights Offering [Member] | Series C Convertible Preferred Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of shares callable by warrants (in shares) | 20,000 | |||||||||
2018 Rights Offering [Member] | Series C Convertible Preferred Stock [Member] | Outstanding Warrants [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrant exercise price (in dollars per share) | $ 1,000 | |||||||||
2018 Rights Offering [Member] | Common Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of shares callable by warrants (in shares) | 1 | |||||||||
2018 Rights Offering [Member] | Common Stock [Member] | Outstanding Warrants [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of shares callable by warrants (in shares) | 50 | |||||||||
Series T Warrants [Member] | 2018 Rights Offering [Member] | Outstanding Warrants [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Class of warrant outstanding | 3,787,350 | 3,787,350 | ||||||||
Number of warrants exercised | 75,747 | |||||||||
Series U Warrants [Member] | Outstanding Warrants [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of shares callable by warrants (in shares) | 3,447,500 | 3,447,500 | ||||||||
Class of warrant outstanding | 3,045,000 | 3,045,000 | ||||||||
Number of warrants exercised | 3,045,000 |
Stockholders' Equity - Common s
Stockholders' Equity - Common stock (Details) - USD ($) | Oct. 02, 2020 | Sep. 30, 2020 | Jun. 16, 2020 | Sep. 21, 2018 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Dec. 31, 2019 | Mar. 16, 2020 |
Class Of Stock [Line Items] | ||||||||||
Sale of common stock, net | $ 64,000 | $ 1,873,000 | ||||||||
Proceeds from sale of common stock, net | $ 15,964,000 | |||||||||
Common Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock issued (in shares) | 5,000,000 | 139,855,000 | ||||||||
Common Stock [Member] | Lincoln Park Capital Fund, LLC [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Sale of common stock, net | $ 5,000,000 | |||||||||
Common stock issued (in shares) | 32,170 | |||||||||
Proceeds from sale of common stock, net | $ 300,000 | |||||||||
Period exercisable from the date of issuance | 24 months | |||||||||
Remaining availability under financing facility | $ 0 | |||||||||
Common Stock [Member] | Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock issued (in shares) | 12,802 | |||||||||
Proceeds from sale of common stock, net | $ 300,000 | |||||||||
Common Stock [Member] | 2020 Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Sale of common stock, net | $ 25,000,000 | |||||||||
Common stock issued (in shares) | 0 | |||||||||
Period exercisable from the date of issuance | 36 months | |||||||||
Closing price per share | $ 1.05 | |||||||||
Common Stock [Member] | 2020 Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | Subsequent Event [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock issued (in shares) | 180,701 | |||||||||
Fair value of commitment fee | $ 500,000 | |||||||||
Common Stock [Member] | 2020 Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | Minimum [Member] | Single Regular Purchase [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Sale of common stock, net | $ 500,000 | |||||||||
Common stock issued (in shares) | 50,000 | |||||||||
Common Stock [Member] | 2020 Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | Maximum [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock issued (in shares) | 23,800,000 | |||||||||
Percentage issuance of common stock | 19.99% | |||||||||
Common Stock [Member] | 2020 Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | Maximum [Member] | Single Regular Purchase [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock issued (in shares) | 100,000 | |||||||||
Closing price per share | $ 0.25 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ in Thousands | Jun. 16, 2020 | Sep. 30, 2020 | Feb. 06, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock shares to be issued (in shares) | 530,000 | ||
Total unamortized compensation cost related to outstanding unvested stock options and restricted stock awards | $ 786,000 | ||
Weighted average period for recognition of cost | 2 years 11 months 26 days | ||
2015 Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Increased in the total number of shares of common stock reserved for issuance | 250,000 | ||
Securities remaining and available for future issuances (in shares) | 210,389 | ||
2020 Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Securities remaining and available for future issuances (in shares) | 159,939 | ||
2020 Plan [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock shares to be issued (in shares) | 550,000 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Options [Roll Forward] | |
Balance as of December 31, 2019 (in share) | shares | 1,865 |
Common stock shares to be issued (in shares) | shares | 530,000 |
Cancelled/forfeited (in share) | shares | (529) |
Balance as of September 30, 2020 (in share) | shares | 531,336 |
Vested as of September 30, 2020 | shares | 39,114 |
Vested and expected to be vested as of September 30, 2020 | shares | 482,121 |
Weighted Average Exercise Price [Roll Forward] | |
Balance as of December 31, 2019 (in dollars per share) | $ / shares | $ 2,968.22 |
Granted (in dollars per share) | $ / shares | 2.12 |
Cancelled/forfeited (in dollars per share) | $ / shares | 2,486.82 |
Balance as of September 30, 2020 (in dollars per share) | $ / shares | 10.01 |
Vested as of September 30, 2020 | $ / shares | 106.86 |
Vested and expected to be vested as of September 30, 2020 | $ / shares | $ 10.66 |
Aggregate Intrinsic Value [Roll Forward] | |
Balance as of September 30, 2020 | $ | $ 233,000 |
Vested as of September 30, 2020 | $ | 17,500 |
Vested and expected to be vested as of September 30, 2020 | $ | $ 211,500 |