Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 16, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0001488039 | ||
Entity Registrant Name | ATOSSA THERAPEUTICS, INC. | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-35610 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 26-4753208 | ||
Entity Address, Address Line One | 107 Spring Street | ||
Entity Address, City or Town | Seattle | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 98104 | ||
City Area Code | 206 | ||
Local Phone Number | 588-0256 | ||
Title of 12(b) Security | Common Stock, $0.18 par value | ||
Trading Symbol | ATOS | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 137,982,260 | ||
Entity Common Stock, Shares Outstanding | 126,624,110 | ||
Auditor Firm ID | 243 | ||
Auditor Name | BDO USA, LLP | ||
Auditor Location | Seattle, Washington |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 110,890 | $ 136,377 |
Restricted cash | 110 | 110 |
Prepaid expenses | 4,031 | 2,488 |
Research and development tax rebate receivable | 743 | 1,072 |
Other current assets | 2,423 | 1,193 |
Total current assets | 118,197 | 141,240 |
Investment in equity securities | 4,700 | 0 |
Other assets | 635 | 22 |
Total Assets | 123,532 | 141,262 |
Current liabilities | ||
Accounts payable | 2,965 | 1,717 |
Accrued expenses | 1,059 | 204 |
Payroll liabilities | 1,525 | 1,184 |
Other current liabilities | 19 | 21 |
Total current liabilities | 5,568 | 3,126 |
Total Liabilities | 5,568 | 3,126 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity | ||
Series B convertible preferred stock - $0.001 par value; 10,000 shares authorized; 1 shares issued and outstanding as of December 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock - $0.18 par value; 175,000 shares authorized; 126,624 shares issued and outstanding as of December 31, 2022 and December 31, 2021 | 22,792 | 22,792 |
Additional paid-in capital - common stock | 250,784 | 243,996 |
Accumulated deficit | (156,194) | (129,234) |
Total Stockholders' Equity | 117,964 | 138,136 |
Total Liabilities and Stockholders' Equity | 123,532 | 141,262 |
Series B Preferred Stock [Member] | ||
Stockholders' equity | ||
Additional paid-in capital - Series B convertible preferred stock | $ 582 | $ 582 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares shares in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 10,000 | 10,000 |
Preferred stock, issued (in shares) | 1 | 1 |
Preferred stock, outstanding (in shares) | 1 | 1 |
Common stock, par value (in dollars per share) | $ 0.18 | $ 0.18 |
Common stock, authorized (in shares) | 175,000 | 175,000 |
Common stock, issued (in shares) | 126,624 | 126,624 |
Common stock, outstanding (in shares) | 126,624 | 126,624 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses | ||
Research and development | $ 15,083 | $ 9,210 |
General and administrative | 12,608 | 11,311 |
Total operating expenses | 27,691 | 20,521 |
Operating loss | (27,691) | (20,521) |
Interest income | 877 | 6 |
Other expense, net | (146) | (91) |
Loss before income taxes | (26,960) | (20,606) |
Income taxes | 0 | 0 |
Net loss | $ (26,960) | $ (20,606) |
Loss per share of common stock - basic and diluted (in dollars per share) | $ (0.21) | $ (0.18) |
Weighted average shares outstanding - basic and diluted (in shares) | 126,624 | 116,950 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] Preferred Stock [Member] Series B Convertible Preferred Stock [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] Preferred Stock Additional Paid-in Capital [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] Common Stock [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] Common Stock, Additional Paid-in Capital [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] Retained Earnings [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Conversion of Series B Convertible Preferred Stock into Common Stock [Member] Preferred Stock [Member] Series B Convertible Preferred Stock [Member] | Conversion of Series B Convertible Preferred Stock into Common Stock [Member] Preferred Stock Additional Paid-in Capital [Member] | Conversion of Series B Convertible Preferred Stock into Common Stock [Member] Common Stock [Member] | Conversion of Series B Convertible Preferred Stock into Common Stock [Member] Common Stock, Additional Paid-in Capital [Member] | Conversion of Series B Convertible Preferred Stock into Common Stock [Member] Retained Earnings [Member] | Conversion of Series B Convertible Preferred Stock into Common Stock [Member] | Preferred Stock [Member] Series B Convertible Preferred Stock [Member] | Preferred Stock Additional Paid-in Capital [Member] | Common Stock [Member] | Common Stock, Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2020 | 1,000 | 47,550,000 | ||||||||||||||||
Balance at Dec. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 9,732 | $ 3,271 | $ 13,003 | $ 0 | $ 621 | $ 8,559 | $ 129,887 | $ (111,899) | $ 27,168 | ||||||
Issuance of common stock and warrants | $ 0 | 0 | $ 7,418 | 62,250 | 0 | $ 69,668 | ||||||||||||
Issuance of common stock and warrants (in shares) | 41,211,000 | |||||||||||||||||
Issuance of common stock upon warrant exercise (in shares) | 0 | 37,451,000 | 37,451,000 | |||||||||||||||
Issuance of common stock upon warrant exercise | $ 0 | 0 | $ 6,741 | 37,077 | 0 | $ 43,818 | ||||||||||||
Conversion of Series B convertible preferred stock to common stock | $ 0 | $ (39) | $ 2 | $ 37 | $ 0 | $ 0 | ||||||||||||
Conversion of Series B convertible preferred stock to common stock (in shares) | 11,000 | 39 | ||||||||||||||||
Common stock issued for option exercises (in shares) | 0 | 699,000 | ||||||||||||||||
Common stock issued for option exercises | $ 0 | 0 | $ 126 | 1,598 | 0 | 1,724 | ||||||||||||
Shares withheld related to cashless exercise of options and taxes (in shares) | 0 | (298,000) | ||||||||||||||||
Shares withheld related to cashless exercise of options and taxes | $ 0 | 0 | $ (54) | (1,852) | 0 | (1,906) | ||||||||||||
Compensation cost for stock options granted | 0 | 0 | 0 | 5,267 | 0 | 5,267 | ||||||||||||
Net loss | $ 0 | 0 | $ 0 | 0 | (20,606) | (20,606) | ||||||||||||
Balance (in shares) at Dec. 31, 2021 | 1,000 | 126,624,000 | ||||||||||||||||
Balance at Dec. 31, 2021 | $ 0 | 582 | $ 22,792 | 243,996 | (129,234) | $ 138,136 | ||||||||||||
Conversion of Series B convertible preferred stock to common stock (in shares) | 0 | |||||||||||||||||
Common stock issued for option exercises (in shares) | 0 | |||||||||||||||||
Compensation cost for stock options granted | 0 | 0 | 0 | 6,788 | 0 | $ 6,788 | ||||||||||||
Net loss | $ 0 | 0 | $ 0 | 0 | (26,960) | (26,960) | ||||||||||||
Balance (in shares) at Dec. 31, 2022 | 1,000 | 126,624,000 | ||||||||||||||||
Balance at Dec. 31, 2022 | $ 0 | $ 582 | $ 22,792 | $ 250,784 | $ (156,194) | $ 117,964 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parentheticals) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Issuance of common stock and warrants, issuance costs | $ 5,493 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (26,960) | $ (20,606) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Compensation cost for stock options granted | 6,788 | 5,267 |
Depreciation and amortization | 8 | 23 |
Disposal of assets | 3 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (1,543) | (674) |
Research and development tax rebate receivable | 329 | (437) |
Other current assets | (1,230) | (521) |
Other assets | (597) | 0 |
Accounts payable | 1,248 | 128 |
Accrued expenses | 855 | 111 |
Payroll liabilities | 341 | 220 |
Other current liabilities | (2) | 17 |
Net cash used in operating activities | (20,760) | (16,472) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of investment in equity securities | (4,700) | 0 |
Purchase of furniture and equipment | (27) | (9) |
Net cash used in investing activities | (4,727) | (9) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock and warrants, net of issuance costs | 0 | 69,668 |
Proceeds from exercise of warrants | 0 | 43,818 |
Proceeds from exercise of employee stock options | 0 | 391 |
Payment of taxes related to net-exercise of employee stock options | 0 | (573) |
Net cash provided by financing activities | 0 | 113,304 |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (25,487) | 96,823 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING BALANCE | 136,487 | 39,664 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE | 111,000 | 136,487 |
SUPPLEMENTAL DISCLOSURES | ||
Cash and cash equivalents | 110,890 | 136,377 |
Restricted cash | 110 | 110 |
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | 111,000 | 136,487 |
NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Reclassification of the warrant liability to equity upon adoption of accounting standard | 0 | 13,003 |
Common stock issued upon cashless exercise of stock options | 0 | 1,333 |
Conversion of Series B Convertible Preferred Stock into Common Stock [Member] | ||
NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Conversion of Series B convertible preferred stock to common stock | $ 0 | $ 39 |
Note 1 - Nature of Operations
Note 1 - Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | 1: Atossa Therapeutics, Inc. (the Company) was incorporated on April 30, 2009, December 31. Impact of the Ongoing Coronavirus Pandemic The ongoing COVID- 19 may third H201 19 may 19 may 19 not H201. |
Note 2 - Liquidity and Capital
Note 2 - Liquidity and Capital Resources | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Liquidity and Capital Resources [Text Block] | NOTE 2: LIQUIDITY AND CAPITAL RESOURCES The Company has incurred net losses and negative operating cash flows since inception. For the year ended December 31, 2022, December 31, 2022, not one no may |
Note 3 - Summary of Accounting
Note 3 - Summary of Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Basis of Presentation and Significant Accounting Policies [Text Block] | NOTE 3: Basis of Presentation The accompanying consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (SEC) and in accordance with the accounting principles generally accepted in the U.S. (GAAP) The accompanying consolidated financial statements include the financial statements of Atossa Therapeutics, Inc. and its wholly-owned subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation. All amounts have been presented in thousands, except for par value and per share data. Reclassification Interest income has been reclassified from prior period amounts to conform to the current year presentation. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Segments The Company operates as a single segment. Operating segments are identified as the components of an enterprise of which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and in assessing performance. To date, our chief operating decision maker has made such decisions and assessed performance at the Company-level as a single segment. Cash and Cash Equivalents Cash and equivalents include unrestricted cash and all highly liquid instruments with original maturities of three Investments in Equity Securities The investment in non-marketable securities is carried at cost less any impairment in accordance with Accounting Standards Codification ASC 321 not December 31, 2022. The resulting valuation concluded that the investment was not no ● Unaudited financial statements; ● Projected technological developments of DCT; ● Current fundraising transactions; ● Current ability of DCT to raise additional financing when needed; ● Changes in the economic environment which may ● Timing of a deemed liquidation event occurring. Fair Value Measurements The Company records financial assets and liabilities measured on a recurring and non-recurring basis, as well as all non-financial assets and liabilities subject to fair value measurement at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. These fair value principles prioritize valuation inputs across three 1 2 3 9. Research and Development Expenses Research and development (R&D) costs are generally expensed as incurred. R&D expenses include, for example, manufacturing expense for the Company's drugs under development, expenses associated with clinical trials and associated salaries and benefits. The Company has entered into various research and development contracts with research institutions, clinical research organizations, clinical manufacturing organizations and other companies. Payments for these activities are based on the terms of the individual agreements, which may may R&D expenses also include an allocation of the CEO's salary and related benefits, including bonus and non-cash stock-based compensation expense based on an estimate of total hours expended on research and development activities. The Company's CEO is involved in the development of the Company's drug candidates and oversight of the related clinical trial activity. Stock-based Payments The Company measures and recognizes compensation expense for all stock-based payment awards made to employees, non-employee directors, and consultants, including employee stock options. Stock compensation expense is based on the estimated grant date fair value and is recognized as an expense over the requisite service period. The Company has made a policy election to recognize forfeitures when they occur. The fair value of each option grant is estimated using the Black-Scholes option-pricing model, which requires assumptions regarding the expected volatility of the price of the Company's common stock, the expected life of the options, an expectation regarding future dividends on the Company’s common stock, and estimation of an appropriate risk-free interest rate. The Company’s expected common stock price volatility assumption is based upon the historical volatility of the Company's stock price. The Company has elected the simplified method for the expected life assumption for stock option grants, which averages the contractual term of the options of ten one four not no Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not not not first not Leases The Company evaluates all contractual agreements at inception to determine if they contain a lease. Lease liabilities are measured at present value of lease payments not not 12 no December 31, 2022 2021. Foreign Currency Translation and Transactions The majority of the Company's operations occur in entities that have the U.S. dollar as their functional currency. The one December 31, 2022 2021 Recently Adopted Accounting Pronouncements On May 3, 2021, No. 2021 04, Issuer s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options no December 31, 2022, not On January 1, 2022, No. 2021 10, Annual Disclosure Requirements for Business Entities Receiving Government Assistance (Topic 832 Disclosures by Business Entities about Government Assistance 7. |
Note 4 - Investment in Equity S
Note 4 - Investment in Equity Securities | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Investments in Non-marketable Equity Securities Disclosure [Text Block] | NOTE 4: On July 1, 2022, November 1, 2022, July 2, 2022 November 1, 2022, not not December 23, 2022, The Company reviewed its investment in DCT to determine whether or not Accounting Standards Codification (ASC) Topic 810, not not may ASC 321 The Company considered qualitative impairment factors in determining if there were any signs of impairment. Specifically, the Company considered the adverse change in the general market condition of the industry in which DCT operates and concerns about the investee’s ability to continue as a going concern, due to negative cash flows from operations. Based on these impairment indicators, the Company performed a fair value measurement as of December 31, 2022. not December 31, 2022. |
Note 5 - Restricted Cash
Note 5 - Restricted Cash | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Restricted Assets Disclosure [Text Block] | NOTE 5: The Company's restricted cash balance of $110 as of December 31, 2022 2021, |
Note 6 - Prepaid Expenses
Note 6 - Prepaid Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Prepaid Expenses [Text Block] | NOTE 6: Prepaid expenses consisted of the following: December 31, December 31, 2022 2021 Prepaid research and development $ 3,480 $ 1,853 Prepaid insurance 387 461 Professional services 130 124 Retainer and security deposits - 14 Prepaid rent - 5 Other 34 31 Total prepaid expenses $ 4,031 $ 2,488 |
Note 7 - Research and Developme
Note 7 - Research and Development Tax Rebate Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Research and Development Tax Rebate Receivable [Text Block] | NOTE 7: On May 23, 2017, $0.435 80% $0.485 four $2,028 20 During the years ended December 31, 2022 2021, December 31, 2022 2021, December 31, 2022 2021, December 31, 2022 2021, |
Note 8 - Payroll Liabilities
Note 8 - Payroll Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | NOTE 8: Payroll liabilities consisted of the following: As of December 31, As of December 31, 2022 2021 Accrued bonuses $ 1,060 $ 894 Accrued vacation 224 183 Accrued payroll 241 107 Total payroll liabilities $ 1,525 $ 1,184 |
Note 9 - Fair Value of Financia
Note 9 - Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | NOTE 9: Pursuant to the accounting guidance for fair value measurement and its subsequent updates, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The accounting guidance establishes a hierarchy for inputs used in measuring fair value that minimizes the use of unobservable inputs by requiring the use of observable market data when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on active market data. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The fair value hierarchy is broken down into the three ● Level 1 1 ● Level 2 2 ● Level 3 no The following tables present the Company’s fair value hierarchy for all its financial assets and liabilities, by main security type, measured at fair value on a recurring basis: December 31, 2022 Estimated Fair Value Level 1 Level 2 Level 3 Assets: Money market account $ 102,681 $ 102,681 $ - $ - December 31, 2021 Estimated Fair Value Level 1 Level 2 Level 3 Assets: Money market account $ 51,796 $ 51,796 $ - $ - The warrants issued in December 2020 may not not 3 January 1, 2021, No. 2020 06, Debt Debt with Conversion and Other Options (Topic 470 (Topic 815 The following table summarizes the changes in the Company’s Level 3 December 31, 2021: Warrant Liability Beginning balance $ 13,003 Reclassification of equity upon adoption of accounting standard (13,003 ) Issuance of warrants - Change in fair value - Ending balance $ - |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 10: The Company is authorized to issue a total of 185,000 shares of stock consisting of 175,000 shares of common stock, par value $0.18 per share, and 10,000 shares of preferred stock, par value $0.001 per share. The Company has designated 750 shares of Series A junior participating preferred stock, par value $0.001 per share, 4 shares of Series A convertible preferred stock, par value $0.001 per share, 25 shares of Series B convertible preferred stock, par value $0.001 and 20 shares of Series C convertible preferred stock, par value $0.001 per share, through the filings of certificates of designation with the Delaware Secretary of State. No shares of Series A junior participating preferred stock, no shares of Series A convertible preferred stock and no shares of Series C convertible preferred stock were outstanding as of December 31, 2022 2021. On May 19, 2014, May 26, 2014, one 1 15% 2 2021 On January 6, 2021, one 1933, January 8, 2021, On March 22, 2021, one 0.75 Series B Convertible Preferred Stock Conversion. first not Fundamental Transactions. Dividends. Voting Rights. no Liquidation Preference . Redemption Rights. not not 2021 2020 The terms and conditions of the warrants are as follows: Exercisability 4 Cashless Exercise no not may Exercise Price one not may no Transferability may may Exchange Listing not Rights as Stockholder not Warrants Outstanding As of December 31, 2022, Outstanding Warrants to Purchase Shares Exercise Price Expiration Date December 2020 warrants 6,490 $ 1.00 December 11, 2024-June 21, 2025 January 2021 warrants 4,500 $ 1.055 July 8, 2025 March 2021 warrants 10,525 $ 2.88 September 22, 2025 21,515 Warrant Activity There were no December 31, 2022. 2021, 2021 May 30, 2022, May 2018 Conversion of Convertible Preferred Stock During the year ended December 31, 2022, December 31, 2021, |
Note 11 - Net Loss Per Share
Note 11 - Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | NOTE 11: The Company follows the two two two Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding. In addition, in computing the dilutive effect of convertible securities, the numerator is adjusted to add back any convertible preferred dividends. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares that would have been outstanding during the period assuming the issuance of common shares for all potential dilutive common shares outstanding. Potential common shares consist of potential future exercises of outstanding stock options and common stock warrants. Because the inclusion of potential common shares would be anti-dilutive for all periods presented, they have been excluded from the calculation. The Company’s common stock warrants and preferred stock contractually entitles the holders of such securities to participate in dividends but do not not not December 31, 2022, 2021. The following table summarizes the Company’s calculation of net loss per common share: Year Ended December 31, 2022 2021 Numerator Net loss $ (26,960 ) $ (20,606 ) Denominator Weighted average common shares outstanding used to compute net loss per share, basic and diluted 126,624 116,950 Net loss per share of common stock, basic and diluted: $ (0.21 ) $ (0.18 ) The following table sets forth the weighted average number of potential common shares excluded from the calculation of net loss per diluted share, because including them would be anti-dilutive: Year Ended December 31, 2022 2021 Options to purchase common stock 12,990 9,036 Series B convertible preferred stock 165 171 Warrants to purchase common stock 21,826 24,144 34,981 33,351 |
Note 12 - Income Taxes
Note 12 - Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 12: The Company accounts for income taxes using the asset and liability method, under which deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not not December 31, 2022 2021, The benefit for income taxes differs from the benefit computed by applying the federal statutory rate to loss before income taxes as follows: Year Ended December 31, 2022 2021 Expected federal income tax benefit $ (5,662 ) $ (4,327 ) Disallowed R&D expenses 351 - Non-taxable R&D rebate (156 ) - Other permanent items 214 81 Return to provision 862 (100 ) Stock-based compensation adjustment 213 Foreign rate differential (270 ) - Other 27 - Recognition of foreign net operating loss carryforwards - (557 ) Effect of change in valuation allowance 4,421 4,903 Actual federal income tax benefit $ - $ - The components of net deferred tax assets and liabilities were as follows: As of December 31, 2022 2021 Deferred tax assets Accrued bonus 222 - Accrued vacation 47 38 Stock-based compensation 4,067 3,007 Capitalized R&D expenses 3,155 - Intangible assets, net 315 382 Net operating loss carryforwards 11,522 11,511 Other - - Valuation allowance (19,327 ) (14,937 ) Deferred tax asset $ 1 $ 1 Deferred tax liabilities Fixed assets $ (1 ) $ (1 ) Net deferred tax asset $ - $ - Based on an assessment of all available evidence including, but not not not may may 382. 382, three 50 may 382 The Company has incurred net operating losses from inception. At December 31, 2022, 382. December 31, 2022, December 31, 2017 2038, 2018 not not December 31, 2021, 2021 2022 2020 2021. Historically, Section 174 174. December 31, 2021, five fifteen The Company files income tax returns in the U.S. and Australia. The Company is subject to tax examinations for the 2016 not 12 not |
Note 13 - Concentration of Cred
Note 13 - Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Concentration Risk Disclosure [Text Block] | NOTE 13: Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC) for up to $250. December 31, 2022 2021, |
Note 14 - Commitments and Conti
Note 14 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 14: Lease Commitments The Company evaluates all contractual agreements at inception to determine if they contain a lease. Lease liabilities are measured at present value of lease payments not 12 no The Company's operating lease assets consist of an office lease and a copier system lease. The Company's office lease expired February 28, 2022. March 1, 2022, 12 October 2021 not December 31, 2022, 2021, Litigation and Contingencies The Company is subject to legal proceedings and claims that arise in the normal course of business. The Company believes that these matters are either without merit or of a kind that should not |
Note 15 - Stock Based Compensat
Note 15 - Stock Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | NOTE 15: On March 24, 2020, 2020 2020 No may 2020 10 2020 May 14, 2021, 2020 2020 December 31, 2022. On September 28, 2010, 2010 2010 2010 September 2020. may no The Company granted 4,079 and 3,819 options to purchase shares of common stock to employees and directors during the years ended December 31, 2022 2021, 2022 2021 699 December 31, 2021, $2.46. December 31, 2022. The fair values of stock options granted were calculated using the Black-Scholes option-pricing model applying the following assumptions: Year Ended December 31, 2022 2021 Risk-free interest rate 1.86% 3.56% 0.89% 1.08% Expected term (in years) 5.19 - 6.11 5.31 - 6.17 Dividend yield - - Expected volatility 103% 128% 122% 130% Compensation costs associated with the Company’s stock options are recognized, based on the grant-date fair values of these options, over the requisite service period, or vesting period. Accordingly, the Company recognized stock-based compensation expense, which was included in the following line items, in the Consolidated Statements of Operations: Year Ended December 31, 2022 2021 General and administrative $ 4,395 $ 3,676 Research and development 2,393 1,591 Total stock compensation expense $ 6,788 $ 5,267 Options issued and outstanding as of December 31, 2022, 2022 Number of Weighted- Weighted- Aggregate Outstanding as of January 1, 2022 10,027 $ 2.82 Granted 4,079 1.13 $ 51 Forfeited (200) 0.91 Exercised - - Expired - - - Outstanding as of December 31, 2022 13,906 $ 2.35 7.82 $ - Exercisable as of December 31, 2022 10,283 $ 2.59 7.41 $ - Vested and expected to vest 13,906 $ 2.35 7.82 $ - On December 31, 2022, |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (SEC) and in accordance with the accounting principles generally accepted in the U.S. (GAAP) The accompanying consolidated financial statements include the financial statements of Atossa Therapeutics, Inc. and its wholly-owned subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation. All amounts have been presented in thousands, except for par value and per share data. |
Reclassification, Comparability Adjustment [Policy Text Block] | Reclassification Interest income has been reclassified from prior period amounts to conform to the current year presentation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Segment Reporting, Policy [Policy Text Block] | Segments The Company operates as a single segment. Operating segments are identified as the components of an enterprise of which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and in assessing performance. To date, our chief operating decision maker has made such decisions and assessed performance at the Company-level as a single segment. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and equivalents include unrestricted cash and all highly liquid instruments with original maturities of three |
Equity Securities without Readily Determinable Fair Value [Policy Text Block] | Investments in Equity Securities The investment in non-marketable securities is carried at cost less any impairment in accordance with Accounting Standards Codification ASC 321 not December 31, 2022. The resulting valuation concluded that the investment was not no ● Unaudited financial statements; ● Projected technological developments of DCT; ● Current fundraising transactions; ● Current ability of DCT to raise additional financing when needed; ● Changes in the economic environment which may ● Timing of a deemed liquidation event occurring. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements The Company records financial assets and liabilities measured on a recurring and non-recurring basis, as well as all non-financial assets and liabilities subject to fair value measurement at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. These fair value principles prioritize valuation inputs across three 1 2 3 9. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Expenses Research and development (R&D) costs are generally expensed as incurred. R&D expenses include, for example, manufacturing expense for the Company's drugs under development, expenses associated with clinical trials and associated salaries and benefits. The Company has entered into various research and development contracts with research institutions, clinical research organizations, clinical manufacturing organizations and other companies. Payments for these activities are based on the terms of the individual agreements, which may may R&D expenses also include an allocation of the CEO's salary and related benefits, including bonus and non-cash stock-based compensation expense based on an estimate of total hours expended on research and development activities. The Company's CEO is involved in the development of the Company's drug candidates and oversight of the related clinical trial activity. |
Share-Based Payment Arrangement [Policy Text Block] | Stock-based Payments The Company measures and recognizes compensation expense for all stock-based payment awards made to employees, non-employee directors, and consultants, including employee stock options. Stock compensation expense is based on the estimated grant date fair value and is recognized as an expense over the requisite service period. The Company has made a policy election to recognize forfeitures when they occur. The fair value of each option grant is estimated using the Black-Scholes option-pricing model, which requires assumptions regarding the expected volatility of the price of the Company's common stock, the expected life of the options, an expectation regarding future dividends on the Company’s common stock, and estimation of an appropriate risk-free interest rate. The Company’s expected common stock price volatility assumption is based upon the historical volatility of the Company's stock price. The Company has elected the simplified method for the expected life assumption for stock option grants, which averages the contractual term of the options of ten one four not no |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not not not first not |
Lessee, Leases [Policy Text Block] | Leases The Company evaluates all contractual agreements at inception to determine if they contain a lease. Lease liabilities are measured at present value of lease payments not not 12 no December 31, 2022 2021. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation and Transactions The majority of the Company's operations occur in entities that have the U.S. dollar as their functional currency. The one December 31, 2022 2021 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Pronouncements On May 3, 2021, No. 2021 04, Issuer s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options no December 31, 2022, not On January 1, 2022, No. 2021 10, Annual Disclosure Requirements for Business Entities Receiving Government Assistance (Topic 832 Disclosures by Business Entities about Government Assistance 7. |
Note 6 - Prepaid Expenses (Tabl
Note 6 - Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | December 31, December 31, 2022 2021 Prepaid research and development $ 3,480 $ 1,853 Prepaid insurance 387 461 Professional services 130 124 Retainer and security deposits - 14 Prepaid rent - 5 Other 34 31 Total prepaid expenses $ 4,031 $ 2,488 |
Note 8 - Payroll Liabilities (T
Note 8 - Payroll Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | As of December 31, As of December 31, 2022 2021 Accrued bonuses $ 1,060 $ 894 Accrued vacation 224 183 Accrued payroll 241 107 Total payroll liabilities $ 1,525 $ 1,184 |
Note 9 - Fair Value of Financ_2
Note 9 - Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | December 31, 2022 Estimated Fair Value Level 1 Level 2 Level 3 Assets: Money market account $ 102,681 $ 102,681 $ - $ - December 31, 2021 Estimated Fair Value Level 1 Level 2 Level 3 Assets: Money market account $ 51,796 $ 51,796 $ - $ - |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Warrant Liability Beginning balance $ 13,003 Reclassification of equity upon adoption of accounting standard (13,003 ) Issuance of warrants - Change in fair value - Ending balance $ - |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Outstanding Warrants to Purchase Shares Exercise Price Expiration Date December 2020 warrants 6,490 $ 1.00 December 11, 2024-June 21, 2025 January 2021 warrants 4,500 $ 1.055 July 8, 2025 March 2021 warrants 10,525 $ 2.88 September 22, 2025 21,515 |
Note 11 - Net Loss Per Share (T
Note 11 - Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year Ended December 31, 2022 2021 Numerator Net loss $ (26,960 ) $ (20,606 ) Denominator Weighted average common shares outstanding used to compute net loss per share, basic and diluted 126,624 116,950 Net loss per share of common stock, basic and diluted: $ (0.21 ) $ (0.18 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Year Ended December 31, 2022 2021 Options to purchase common stock 12,990 9,036 Series B convertible preferred stock 165 171 Warrants to purchase common stock 21,826 24,144 34,981 33,351 |
Note 12 - Income Taxes (Tables)
Note 12 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, 2022 2021 Expected federal income tax benefit $ (5,662 ) $ (4,327 ) Disallowed R&D expenses 351 - Non-taxable R&D rebate (156 ) - Other permanent items 214 81 Return to provision 862 (100 ) Stock-based compensation adjustment 213 Foreign rate differential (270 ) - Other 27 - Recognition of foreign net operating loss carryforwards - (557 ) Effect of change in valuation allowance 4,421 4,903 Actual federal income tax benefit $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | As of December 31, 2022 2021 Deferred tax assets Accrued bonus 222 - Accrued vacation 47 38 Stock-based compensation 4,067 3,007 Capitalized R&D expenses 3,155 - Intangible assets, net 315 382 Net operating loss carryforwards 11,522 11,511 Other - - Valuation allowance (19,327 ) (14,937 ) Deferred tax asset $ 1 $ 1 Deferred tax liabilities Fixed assets $ (1 ) $ (1 ) Net deferred tax asset $ - $ - |
Note 15 - Stock Based Compens_2
Note 15 - Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Year Ended December 31, 2022 2021 Risk-free interest rate 1.86% 3.56% 0.89% 1.08% Expected term (in years) 5.19 - 6.11 5.31 - 6.17 Dividend yield - - Expected volatility 103% 128% 122% 130% |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Number of Weighted- Weighted- Aggregate Outstanding as of January 1, 2022 10,027 $ 2.82 Granted 4,079 1.13 $ 51 Forfeited (200) 0.91 Exercised - - Expired - - - Outstanding as of December 31, 2022 13,906 $ 2.35 7.82 $ - Exercisable as of December 31, 2022 10,283 $ 2.59 7.41 $ - Vested and expected to vest 13,906 $ 2.35 7.82 $ - |
Share-Based Payment Arrangement, Option [Member] | |
Notes Tables | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Year Ended December 31, 2022 2021 General and administrative $ 4,395 $ 3,676 Research and development 2,393 1,591 Total stock compensation expense $ 6,788 $ 5,267 |
Note 2 - Liquidity and Capita_2
Note 2 - Liquidity and Capital Resources (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net Income (Loss) Attributable to Parent, Total | $ (26,960) | $ (20,606) |
Net Cash Provided by (Used in) Operating Activities, Total | (20,760) | (16,472) |
Cash and Cash Equivalents, at Carrying Value, Total | 110,890 | $ 136,377 |
Working Capital (Deficit) | $ 112,629 |
Note 3 - Summary of Accountin_2
Note 3 - Summary of Accounting Policies (Details Textual) - USD ($) Pure in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | |
Operating Lease, Right-of-Use Asset | $ 0 | |
Operating Lease, Liability, Total | 0 | |
Other Expense [Member] | ||
Foreign Currency Transaction Gain (Loss), Realized | $ (122) | $ (72) |
Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 10 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Vesting Term (Year) | 4 years | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Vesting Term (Year) | 1 year |
Note 4 - Investment in Equity_2
Note 4 - Investment in Equity Securities (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Dec. 23, 2022 | Jul. 02, 2022 | Dec. 23, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Payments to Acquire Equity Securities without Readily Determinable Fair Value | $ 4,700 | $ 0 | |||
Dynamic Cell Therapies, Inc. [Member] | |||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 19% | ||||
Dynamic Cell Therapies, Inc. [Member] | |||||
Additional Payment Needed for Preferred Stock Equity Interest If Agreement Not Reached | $ 2,000 | ||||
Percentage of Equity Purchased If Agreement Not Reached | 19.99% | ||||
Payments for Preferred Stock Equity Interest | $ 2,000 | ||||
Payments to Acquire Equity Securities without Readily Determinable Fair Value | $ 4,700 | ||||
Equity Securities without Readily Determinable Fair Value, Impairment Loss, Annual Amount | $ 0 | ||||
Dynamic Cell Therapies, Inc. [Member] | |||||
Deposit on Purchase of Non-marketable Preferred Securities | $ 2,700 |
Note 5 - Restricted Cash (Detai
Note 5 - Restricted Cash (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Restricted Cash and Cash Equivalents, Total | $ 110 | $ 110 |
Note 6 - Prepaid Expenses - Sch
Note 6 - Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid research and development | $ 3,480 | $ 1,853 |
Prepaid insurance | 387 | 461 |
Professional services | 130 | 124 |
Retainer and security deposits | 0 | 14 |
Prepaid rent | 0 | 5 |
Other | 34 | 31 |
Total prepaid expenses | $ 4,031 | $ 2,488 |
Note 7 - Research and Develop_2
Note 7 - Research and Development Tax Rebate Receivable (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Research and Development Expense, Total | $ 15,083 | $ 9,210 |
Research and Development Tax Rebate Receivable | 743 | 1,072 |
Atossa Genetics AUS Pty Ltd [Member] | ||
Research and Development Expense, Total | 1,546 | 1,251 |
Research and Development Cash Rebate | 1,001 | 0 |
Research and Development Tax Rebate Receivable | 743 | 1,072 |
Research and Development Expense, Reduced Amount Due to Tax Rebate | $ 728 | $ 498 |
Note 8 - Payroll Liabilities -
Note 8 - Payroll Liabilities - Schedule of Payroll Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued bonuses | $ 1,060 | $ 894 |
Accrued vacation | 224 | 183 |
Accrued payroll | 241 | 107 |
Total payroll liabilities | $ 1,525 | $ 1,184 |
Note 9 - Fair Value of Financ_3
Note 9 - Fair Value of Financial Instruments (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Stockholders' Equity Attributable to Parent, Ending Balance | $ 117,964 | $ 138,136 | $ 27,168 | |
Accounting Standards Update 2020-06 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||
Stockholders' Equity Attributable to Parent, Ending Balance | $ 13,003 |
Note 9 - Fair Value of Financ_4
Note 9 - Fair Value of Financial Instruments - Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - Money Market Funds [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Money market account | $ 102,681 | $ 51,796 |
Fair Value, Inputs, Level 1 [Member] | ||
Money market account | 102,681 | 51,796 |
Fair Value, Inputs, Level 2 [Member] | ||
Money market account | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Money market account | $ 0 | $ 0 |
Note 9 - Fair Value of Financ_5
Note 9 - Fair Value of Financial Instruments - Changes in Warrant Liability (Details) - Warrant Liability [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Beginning balance | $ 13,003 |
Reclassification of equity upon adoption of accounting standard | (13,003) |
Issuance of warrants | 0 |
Change in fair value | 0 |
Ending balance | $ 0 |
Note 10 - Stockholders' Equit_2
Note 10 - Stockholders' Equity (Details Textual) - USD ($) | 12 Months Ended | |||||||
May 30, 2022 | Mar. 22, 2021 | Jan. 08, 2021 | Jan. 06, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 21, 2022 | May 19, 2014 | |
Number of Shares Authorized to Issue (in shares) | 185,000,000 | |||||||
Common Stock, Shares Authorized (in shares) | 175,000,000 | 175,000,000 | ||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.18 | $ 0.18 | ||||||
Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | ||||||
Preferred Stock, Shares Issued (in shares) | 1,000 | 1,000 | ||||||
Stockholder Rights Agreement, Number of Preferred Stock Right Distributed for Each Share of Common Stock (in shares) | 1 | |||||||
Stockholder Rights Agreement, Acquiring Person, Percentage of Ownership | 15% | |||||||
Stockholder Rights Agreement, Acquiring Person, Additional Percentage of Ownership | 2% | |||||||
Stockholder Rights Agreement, Initial Exercise Price of Each Right (in dollars per share) | $ 15 | |||||||
Stockholder Rights Agreement, Share Price (in dollars per share) | $ 30 | |||||||
Proceeds From Issuance of Common Stock and Warrants, Net of Issuance Costs | $ 0 | $ 69,668,000 | ||||||
Consummate a Business Combination, Percentage of Acquired Outstanding Shares | 50% | |||||||
Consummate a Business Combination, Percentage of Aggregate Ordinary Voting Power | 50% | |||||||
Class of Warrant or Right, Outstanding (in shares) | 21,515 | |||||||
Class of Warrant or Right, Exercised During Period (in shares) | 0 | 37,451,000 | ||||||
Proceeds from Warrant Exercises | $ 0 | $ 43,818,000 | ||||||
Stock Issued During Period, Shares, Warrant Exercised (in shares) | 37,451,000 | |||||||
Conversion of Series B Convertible Preferred Stock into Common Stock [Member] | ||||||||
Conversion of Stock, Shares Converted (in shares) | 0 | 39 | ||||||
Conversion of Stock, Shares Issued (in shares) | 11,000 | |||||||
Convertible Preferred Stock, Shares Issued upon Conversion (in shares) | 284,000 | |||||||
The 2021 Financing Transaction Warrants [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 0.75 | |||||||
Warrants and Rights Outstanding, Term (Year) | 4 years 6 months | |||||||
The 2020 Liability Warrants [Member] | ||||||||
Warrants and Rights Outstanding, Term (Year) | 4 years | |||||||
Warrants Associated with 2020 Offering Consisting of Common Stock and Warrants [Member] | ||||||||
Warrants and Rights Outstanding, Term (Year) | 4 years 6 months | |||||||
The 2020 Warrants [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.055 | |||||||
Warrants Exercisable, Ownership Percentage of Company’s Shares Allowed | 4.99% | |||||||
Common Stock, Convertible, Ownership Percentage of Company’s Shares Allowed | 9.99% | |||||||
Class of Warrant or Right, Outstanding (in shares) | 4,500 | |||||||
The 2018 Warrants [Member] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1 | |||||||
Class of Warrant or Right, Outstanding (in shares) | 6,490 | |||||||
Class of Warrant or Right, Warrants Expired (in shares) | 762 | |||||||
Class of Warrant or Right, Expirations in Period, Exercise Price (in dollars per share) | $ 4.05 | |||||||
The 2021 Financing Transaction [Member] | ||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.18 | $ 0.18 | ||||||
Stock Issued During Period, Shares, New Issues (in shares) | 17,361,000 | 23,850,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 13,021,000 | |||||||
Issuance of Common Stock and Warrants, Combined Purchase Price Per Share (in dollars per share) | $ 1.055 | |||||||
Proceeds From Issuance of Common Stock and Warrants, Net of Issuance Costs | $ 46,400,000 | $ 23,300,000 | ||||||
Shares Issued, Price Per Share (in dollars per share) | $ 2.88 | |||||||
The 2021 Financing Transaction [Member] | The 2021 Financing Transaction Warrants [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 17,888,000 | |||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 0.75 | |||||||
Warrants and Rights Outstanding, Term (Year) | 4 years 6 months | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.055 | |||||||
Series A Junior Participating Preferred Stock [Member] | ||||||||
Preferred Stock, Shares Authorized (in shares) | 750,000 | |||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | |||||||
Preferred Stock, Shares Issued (in shares) | 0 | 0 | ||||||
Series A Convertible Preferred Stock [Member] | ||||||||
Preferred Stock, Shares Authorized (in shares) | 4,000 | |||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | |||||||
Preferred Stock, Shares Issued (in shares) | 0 | 0 | ||||||
Series B Convertible Preferred Stock [Member] | ||||||||
Preferred Stock, Shares Authorized (in shares) | 25,000 | |||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | |||||||
Preferred Stock, Convertible, Conversion Price (in dollars per share) | $ 3.52 | |||||||
Series C Convertible Preferred Stock [Member] | ||||||||
Preferred Stock, Shares Authorized (in shares) | 20,000 | |||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | |||||||
Preferred Stock, Shares Issued (in shares) | 0 | 0 | ||||||
Stated Value per Share | $ 1,000 | |||||||
Preferred Stock, Convertible, Ownership Percentage of Company’s Shares Allowed | 9.99% |
Note 10 - Stockholders' Equit_3
Note 10 - Stockholders' Equity - Outstanding Warrants (Details) | Dec. 31, 2022 $ / shares shares |
Outstanding Warrants to Purchase Shares (in shares) | 21,515 |
The 2018 Warrants [Member] | |
Outstanding Warrants to Purchase Shares (in shares) | 6,490 |
Exercise Price (in dollars per share) | $ / shares | $ 1 |
The 2020 Warrants [Member] | |
Outstanding Warrants to Purchase Shares (in shares) | 4,500 |
Exercise Price (in dollars per share) | $ / shares | $ 1.055 |
The January 2021 Warrants [Member] | |
Outstanding Warrants to Purchase Shares (in shares) | 10,525 |
Exercise Price (in dollars per share) | $ / shares | $ 2.88 |
Note 11 - Net Loss Per Share -
Note 11 - Net Loss Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net loss | $ (26,960) | $ (20,606) |
Weighted average common shares outstanding used to compute net loss per share, basic and diluted (in shares) | 126,624 | 116,950 |
Net loss per share of common stock, basic and diluted: (in dollars per share) | $ (0.21) | $ (0.18) |
Note 11 - Net Loss Per Share _2
Note 11 - Net Loss Per Share - Schedule of Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of potential common shares excluded (in shares) | 34,981 | 33,351 |
Share-Based Payment Arrangement, Option [Member] | ||
Number of potential common shares excluded (in shares) | 12,990 | 9,036 |
Series B Convertible Preferred Stock [Member] | ||
Number of potential common shares excluded (in shares) | 165 | 171 |
Warrant [Member] | ||
Number of potential common shares excluded (in shares) | 21,826 | 24,144 |
Note 12 - Income Taxes (Details
Note 12 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Expense (Benefit), Total | $ 0 | $ 0 | |
Gross Net Operating Loss Carryforwards | 52,700 | ||
Deferred Tax Assets, Valuation Allowance | 19,327 | 14,937 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 4,390 | $ 4,903 | |
Unrecognized Tax Benefits, Ending Balance | 0 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total | 0 | ||
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards | $ 99,047 | ||
Domestic Tax Authority [Member] | Earliest Tax Year [Member] | |||
Operating Loss Carryforwards, Expiration Year | 2029 | ||
Domestic Tax Authority [Member] | Latest Tax Year [Member] | |||
Operating Loss Carryforwards, Expiration Year | 2038 | ||
Foreign Tax Authority [Member] | |||
Operating Loss Carryforwards | $ 1,514 |
Note 12 - Income Taxes - Effect
Note 12 - Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Expected federal income tax benefit | $ (5,662) | $ (4,327) |
Disallowed R&D expenses | 351 | 0 |
Non-taxable R&D rebate | (156) | 0 |
Other permanent items | 214 | 81 |
Return to provision | 862 | (100) |
Stock-based compensation adjustment | 213 | |
Foreign rate differential | (270) | 0 |
Other | 27 | 0 |
Recognition of foreign net operating loss carryforwards | 0 | (557) |
Effect of change in valuation allowance | 4,421 | 4,903 |
Actual federal income tax benefit | $ 0 | $ 0 |
Note 12 - Income Taxes - Compon
Note 12 - Income Taxes - Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued bonus | $ 222 | $ 0 |
Deferred tax assets, accrued vacation | 47 | 38 |
Stock-based compensation | 4,067 | 3,007 |
Capitalized R&D expenses | 3,155 | 0 |
Intangible assets, net | 315 | 382 |
Net operating loss carryforwards | 11,522 | 11,511 |
Other | 0 | 0 |
Valuation allowance | (19,327) | (14,937) |
Deferred tax asset | 1 | 1 |
Fixed assets | (1) | (1) |
Net deferred tax asset | $ 0 | $ 0 |
Note 13 - Concentration of Cr_2
Note 13 - Concentration of Credit Risk (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cash, Uninsured Amount | $ 110,647 | $ 136,185 |
Note 14 - Commitments and Con_2
Note 14 - Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Operating Lease, Monthly Rent Payments | $ 1 | ||
Operating Lease, Expense | $ 15 | $ 26 |
Note 15 - Stock Based Compens_3
Note 15 - Stock Based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
May 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 24, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 4,079,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) | 0 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares, Ending Balance (in shares) | 3,623,000 | |||
Share-Based Payment Arrangement, Option [Member] | ||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 4,157 | |||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 14 days | |||
The 2020 Stock Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 3,000,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares) | 15,000,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 4,079 | 3,819,000 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 0.96 | $ 2.56 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) | 0 | 699,000 | ||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in dollars per share) | $ 2.46 | |||
Common Shares Issued Upon Net Option Exercise (in shares) | 298,000 | |||
The 2020 Stock Incentive Plan [Member] | Share-Based Payment Arrangement, Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 8,251 |
Note 15 - Stock Based Compens_4
Note 15 - Stock Based Compensation - Valuation Assumptions (Details) - Share-Based Payment Arrangement, Option [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Minimum [Member] | ||
Risk-free interest rate | 1.86% | 0.89% |
Expected term (in years) (Year) | 5 years 2 months 8 days | 5 years 3 months 21 days |
Expected volatility | 103% | 122% |
Maximum [Member] | ||
Risk-free interest rate | 3.56% | 1.08% |
Expected term (in years) (Year) | 6 years 1 month 9 days | 6 years 2 months 1 day |
Expected volatility | 128% | 130% |
Note 15 - Stock Based Compens_5
Note 15 - Stock Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock compensation expense | $ 6,788 | $ 5,267 |
General and Administrative Expense [Member] | ||
Stock compensation expense | 4,395 | 3,676 |
Research and Development Expense [Member] | ||
Stock compensation expense | $ 2,393 | $ 1,591 |
Note 15 - Stock Based Compens_6
Note 15 - Stock Based Compensation - Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Outstanding, shares (in shares) | 10,027 |
Outstanding, weighted average exercise price per share (in dollars per share) | $ / shares | $ 2.82 |
Granted (in shares) | 4,079 |
Granted, weighted average exercise price per share (in dollars per share) | $ / shares | $ 1.13 |
Granted, aggregate intrinsic value | $ | $ 51 |
Forfeited (in shares) | (200) |
Forfeited, weighted average exercise price per share (in dollars per share) | $ / shares | $ 0.91 |
Exercised (in shares) | 0 |
Exercised, aggregate intrinsic value | $ | |
Expired (in shares) | 0 |
Expired, weighted average exercise price per share (in dollars per share) | $ / shares | $ 0 |
Outstanding, shares (in shares) | 13,906 |
Outstanding, weighted average exercise price per share (in dollars per share) | $ / shares | $ 2.35 |
Outstanding, weighted average contractual life remaining in years (Year) | 7 years 9 months 25 days |
Outstanding, aggregate intrinsic value | $ | |
Exercisable, shares (in shares) | 10,283 |
Exercisable, Weighted average exercise price per share (in dollars per share) | $ / shares | $ 2.59 |
Exercisable, weighted average contractual life remaining in years (Year) | 7 years 4 months 28 days |
Exercisable, aggregate intrinsic value | $ | |
Vested and expected to vest, shares (in shares) | 13,906 |
Vested and expected to vest, Weighted average exercise price per share (in dollars per share) | $ / shares | $ 2.35 |
Vested and expected to vest, weighted average contractual life remaining in years (Year) | 7 years 9 months 25 days |
Vested and expected to vest, aggregate intrinsic value | $ |