Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 03, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 001-36845 | |
Entity Registrant Name | Bellerophon Therapeutics, Inc | |
Entity Tax Identification Number | 47-3116175 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 184 Liberty Corner Road | |
Entity Address, Address Line Two | Suite 302 | |
Entity Address, City or Town | Warren, | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07059 | |
City Area Code | 908 | |
Local Phone Number | 574-4770 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | BLPH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001600132 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 9,506,419 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 34,300 | $ 47,557 |
Restricted cash | 103 | 103 |
Prepaid expenses and other current assets | 890 | 420 |
Total current assets | 35,293 | 48,080 |
Restricted cash, non-current | 300 | 300 |
Right of use assets, net | 1,188 | 1,504 |
Property and equipment, net | 112 | 169 |
Other non-current assets | 186 | 186 |
Total assets | 37,079 | 50,239 |
Current liabilities: | ||
Accounts payable | 2,484 | 3,725 |
Accrued research and development | 1,139 | 3,699 |
Accrued expenses | 1,877 | 2,305 |
Current portion of operating lease liabilities | 728 | 704 |
Total current liabilities | 6,228 | 10,433 |
Long term operating lease liabilities | 586 | 956 |
Common stock warrant liability | 168 | 601 |
Total liabilities | 6,982 | 11,990 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.01 par value per share; 200,000,000 shares authorized and 9,506,419 and 9,491,111 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 95 | 95 |
Preferred stock, $0.01 par value per share; 5,000,000 shares authorized, zero shares issued and outstanding at June 30, 2021 and December 31, 2020 | ||
Additional paid-in capital | 253,343 | 252,645 |
Accumulated deficit | (223,341) | (214,491) |
Total stockholders' equity | 30,097 | 38,249 |
Total liabilities and stockholders' equity | $ 37,079 | $ 50,239 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 9,506,419 | 9,491,111 |
Common stock, shares outstanding (in shares) | 9,506,419 | 9,491,111 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock units authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock units issued (in shares) | 0 | 0 |
Preferred stock units outstanding (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating expenses: | ||||
Research and development | $ 3,239 | $ 3,451 | $ 6,823 | $ 5,689 |
General and administrative | 1,987 | 2,308 | 4,262 | 4,180 |
Total operating expenses | 5,226 | 5,759 | 11,085 | 9,869 |
Loss from operations | (5,226) | (5,759) | (11,085) | (9,869) |
Change in fair value of common stock warrant liability | 36 | (193) | 433 | (1,087) |
Interest and other income, net | 1 | 7 | 2 | 41 |
Pre-tax loss | (5,189) | (5,945) | (10,650) | (10,915) |
Income tax benefit | 1,800 | 2,125 | 1,800 | 2,125 |
Net loss | $ (3,389) | $ (3,820) | $ (8,850) | $ (8,790) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 9,506,419 | 7,554,023 | 9,498,892 | 6,084,534 |
Diluted (in shares) | 9,506,419 | 7,554,023 | 9,498,892 | 6,084,534 |
Net loss per share: | ||||
Basic (in dollars per share) | $ (0.36) | $ (0.51) | $ (0.93) | $ (1.44) |
Diluted (in dollars per share) | $ (0.36) | $ (0.51) | $ (0.93) | $ (1.44) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common StockDirect Offering | Common StockPublic Offering | Common Stock | Additional Paid in CapitalDirect Offering | Additional Paid in CapitalPublic Offering | Additional Paid in Capital | Accumulated Deficit | Direct Offering | Public Offering | Total |
Balance at beginning of period at Dec. 31, 2019 | $ 46 | $ 193,308 | $ (189,763) | $ 3,591 | ||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 4,580,127 | |||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net loss | (8,790) | (8,790) | ||||||||
Reverse stock split adjustment | (826) | |||||||||
Warrants exercises | $ 3 | 3,054 | 3,057 | |||||||
Warrants exercises (in shares) | 254,760 | |||||||||
Sale of common stock | $ 24 | $ 22 | $ 28,178 | $ 26,472 | $ 28,202 | $ 26,494 | ||||
Sale of common stock (in shares) | 2,428,846 | 2,211,538 | ||||||||
Stock-based compensation | $ 0 | 846 | 846 | |||||||
Stock-based compensation (in shares) | 23,332 | |||||||||
Balance at end of period at Jun. 30, 2020 | $ 95 | 251,858 | (198,553) | 53,400 | ||||||
Balance at end of period (in shares) at Jun. 30, 2020 | 9,497,777 | |||||||||
Balance at beginning of period at Mar. 31, 2020 | $ 49 | 196,830 | (194,733) | 2,146 | ||||||
Balance at beginning of period (in shares) at Mar. 31, 2020 | 4,857,393 | |||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net loss | (3,820) | (3,820) | ||||||||
Sale of common stock | $ 24 | $ 22 | $ 28,178 | $ 26,472 | $ 28,202 | $ 26,494 | ||||
Sale of common stock (in shares) | 2,428,846 | 2,211,538 | ||||||||
Stock-based compensation | 378 | 378 | ||||||||
Balance at end of period at Jun. 30, 2020 | $ 95 | 251,858 | (198,553) | 53,400 | ||||||
Balance at end of period (in shares) at Jun. 30, 2020 | 9,497,777 | |||||||||
Balance at beginning of period at Dec. 31, 2020 | $ 95 | 252,645 | (214,491) | $ 38,249 | ||||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 9,491,111 | 9,491,111 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net loss | (8,850) | $ (8,850) | ||||||||
Stock-based compensation | $ 0 | 698 | 698 | |||||||
Stock-based compensation (in shares) | 15,308 | |||||||||
Balance at end of period at Jun. 30, 2021 | $ 95 | 253,343 | (223,341) | $ 30,097 | ||||||
Balance at end of period (in shares) at Jun. 30, 2021 | 9,506,419 | 9,506,419 | ||||||||
Balance at beginning of period at Mar. 31, 2021 | $ 95 | 252,986 | (219,952) | $ 33,129 | ||||||
Balance at beginning of period (in shares) at Mar. 31, 2021 | 9,506,419 | |||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net loss | (3,389) | (3,389) | ||||||||
Stock-based compensation | 357 | 357 | ||||||||
Balance at end of period at Jun. 30, 2021 | $ 95 | $ 253,343 | $ (223,341) | $ 30,097 | ||||||
Balance at end of period (in shares) at Jun. 30, 2021 | 9,506,419 | 9,506,419 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||||
Net loss | $ (8,850) | $ (8,790) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 57 | 88 | ||
Stock-based compensation | 698 | 846 | ||
Change in fair value of common stock warrant liability | $ (36) | $ 193 | (433) | 1,087 |
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other current assets | (470) | (498) | ||
Accounts payable, accrued research and development, accrued expenses and other liabilities | (4,259) | (1,297) | ||
Net cash used in operating activities | (13,257) | (8,564) | ||
Cash flows from financing activities: | ||||
Proceeds received from exercise of warrants | 0 | 3,057 | ||
Net cash provided by financing activities | 0 | 57,997 | ||
Net change in cash, cash equivalents and restricted cash | (13,257) | 49,433 | ||
Cash, cash equivalents and restricted cash at beginning of period | 47,960 | 10,277 | ||
Cash, cash equivalents and restricted cash at end of period | 34,703 | 59,710 | 34,703 | 59,710 |
Non-cash financing activities: | ||||
Unpaid expenses related to offerings | $ 0 | $ 244 | 0 | 244 |
Public Offering | ||||
Cash flows from financing activities: | ||||
Net proceeds from sale of stock | 0 | 26,738 | ||
Direct Offering | ||||
Cash flows from financing activities: | ||||
Net proceeds from sale of stock | $ 0 | $ 28,202 |
Organization and Nature of the
Organization and Nature of the Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization and Nature of the Business | |
Organization and Nature of the Business | (1) Organization and Nature of the Business Bellerophon Therapeutics, Inc., or the Company, is a clinical-stage therapeutics company focused on developing innovative products that address significant unmet medical needs in the treatment of cardiopulmonary diseases. The focus of the Company’s clinical program is the continued development of its nitric oxide therapy for patients with or at risk of pulmonary hypertension, or PH, using its proprietary delivery system, INOpulse ® The Company’s business is subject to significant risks and uncertainties, including but not limited to: ● The risk that the Company will not achieve success in its research and development efforts, including clinical trials conducted by it or its potential collaborative partners. ● The expectation that the Company will experience operating losses for the next several years. ● Decisions by regulatory authorities regarding whether and when to approve the Company’s regulatory applications as well as their decisions regarding labeling and other matters which could affect the commercial potential of the Company’s products or product candidates. ● The risk that the Company will fail to obtain adequate financing to meet its future operational and capital needs. ● The risk that key personnel will leave the Company and/or that the Company will be unable to recruit and retain senior level officers to manage its business. ● There are many uncertainties regarding the novel coronavirus (“COVID-19”) pandemic, and the Company is closely monitoring the impact of the pandemic on all aspects of its business, including how the pandemic impacts its clinical trials, employees and suppliers. While the pandemic did not materially affect the Company’s financial results and business operations in the three and six months ended June 30, 2021, site activation and patient enrollment in the Company’s clinical trials have been affected by COVID-19. The extent to which the coronavirus impacts the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted. Further, should COVID-19 continue to spread, the Company’s business operations could be delayed or interrupted. For instance, the Company may be forced to temporarily delay ongoing trials. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared following the requirements of the Securities and Exchange Commission, or the SEC, for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America can be condensed or omitted. The Company operates in one reportable segment and solely within the United States. Accordingly, no segment or geographic information has been presented. The Company is responsible for the unaudited condensed consolidated financial statements. The condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position, results of operations, comprehensive income (loss) and its cash flows for the periods presented. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The results of operations for the three and six months ended June 30, 2021 for the Company are not necessarily indicative of the results expected for the full year. The preparation of financial statements 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 costs and expenses during the reporting period, including right of use asset and operating lease liability, accrued expenses, accrued research and development expenses, stock-based compensation, common stock warrant liabilities and income taxes. Actual results could differ from those estimates. On February 5, 2020, the Company filed a certificate of amendment to its amended and restated Certificate of Incorporation to effect a 1 (b) Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity date of three months or less to be cash equivalents. All investments with maturities of greater than three months from the date of purchase are classified as available-for-sale marketable securities. (c) Stock-Based Compensation The Company accounts for its stock-based compensation in accordance with applicable accounting guidance which establishes accounting for share-based awards, including stock options and restricted stock, exchanged for services and requires companies to expense the estimated fair value of these awards over the requisite service period. The Company recognizes stock-based compensation expense in operations based on the fair value of the award on the date of the grant. The resulting compensation expense, less estimated forfeitures, is recognized on a straight-line basis over the requisite service period or sooner if the awards immediately vest. The Company determines the fair value of stock options issued using a Black-Scholes-Merton option pricing model. Certain assumptions used in the model include expected volatility, dividend yield, risk-free interest rate, estimated forfeitures and expected term. For restricted stock, the fair value is the closing market price per share on the grant date. See Note 7 - Stock-Based Compensation (d) Common Stock Warrant Liability The Company accounts for common stock warrants issued as freestanding instruments in accordance with applicable accounting guidance as either liabilities or as equity instruments depending on the specific terms of the warrant agreement. The Company classifies warrant liabilities on the consolidated balance sheet based on the warrants’ terms as long-term liabilities, which are revalued at each balance sheet date subsequent to the initial issuance. Changes in the fair value of the warrants are reflected in the consolidated statement of operations as “Change in fair value of common stock warrant liability.” The Company uses the Black-Scholes-Merton pricing model to value the related warrant liability. Certain assumptions used in the model include expected volatility, dividend yield and risk-free interest rate. See Note 6 - Fair Value Measurements (e) Income Taxes The Company uses the asset and liability approach to account for income taxes as required by applicable accounting guidance, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized, on a more likely than not basis. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. (f) Research and Development Expense Research and development costs are expensed as incurred. These expenses include the costs of the Company’s proprietary research and development efforts, as well as costs incurred in connection with certain licensing arrangements. Upfront and milestone payments made to third parties in connection with research and development collaborations are expensed as incurred up to the point of regulatory approval. Payments made to third parties upon or subsequent to regulatory approval are capitalized and amortized over the remaining useful life of the related product. The Company also expenses the cost of purchased technology and equipment in the period of purchase if it believes that the technology or equipment has not demonstrated technological feasibility and it does not have an alternative future use. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and are recognized as research and development expense as the related goods are delivered or the related services are performed. (g) Leases A lease is a contract, or part of a contract, that conveys the right to control the use of explicitly or implicitly identified property, plant or equipment in exchange for consideration. Control of an asset is conveyed to the Company if the Company obtains the right to obtain substantially all of the economic benefits of the asset or the right to direct the use of the asset. The Company recognizes ROU assets and lease liabilities at the lease commencement date based on the present value of future, fixed lease payments over the term of the arrangement. ROU assets are amortized on a straight-line basis over the term of the lease. Lease liabilities accrete to yield and are reduced at the time when the lease payment is payable to the vendor. Variable lease payments are recognized at the time when the event giving rise to the payment occurs and are recognized in the statement of operations in the same line item as expenses arising from fixed lease payments. Leases are measured at present value using the rate implicit in the lease or, if the implicit rate is not determinable, the lessee’s implicit borrowing rate. As the implicit rate is not typically available, the Company uses its implicit borrowing rate based on the information available at the lease commencement date to determine the present value of future lease payments. The implicit borrowing rate approximates the rate the Company would pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments. The Company does not recognize right of use assets or related lease liabilities with a lease term of twelve months or less on its consolidated balance sheet. Short-term lease costs are recorded in the Company’s consolidated statements of operations in the period in which the obligation for those payments was incurred. Short-term lease costs for the three and six months ended June 30, 2021 and 2020 were de minimis. |
Liquidity
Liquidity | 6 Months Ended |
Jun. 30, 2021 | |
Liquidity | |
Liquidity | (3) Liquidity In the course of its development activities, the Company has sustained operating losses and expects such losses to continue over the next several years. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as it continues the development and clinical trials of, and seeks regulatory approval for, its product candidates. The Company’s primary uses of capital are, and it expects will continue to be, compensation and related expenses, third-party clinical research and development services, contract manufacturing services, laboratory and related supplies, clinical costs, legal and other regulatory expenses and general overhead costs. If the Company obtains regulatory approval for any of its product candidates, the Company expects to incur significant commercialization expenses. The Company does not have a sales, marketing, manufacturing or distribution infrastructure for a pharmaceutical product. To develop a commercial infrastructure, the Company will have to invest financial and management resources, some of which would have to be deployed prior to having any certainty of marketing approval. The Company had unrestricted cash and cash equivalents of $34.3 million as of June 30, 2021. The Company’s existing cash and cash equivalents as of June 30, 2021 will be used primarily to fund the Phase 3 trial of INOpulse for fILD and to complete the dose escalation study for PH-Sarc. On April 1, 2020, the Company completed the sale of 1,275,000 shares of its common stock in a registered direct offering at an offering price of $12.00 per share, resulting in net proceeds of approximately $14.1 million, after deducting agent fees of $1.1 million and offering costs of $0.1 million. Such shares were sold pursuant to the Company’s prior shelf registration statement on Form S-3. On May 22, 2020, the Company completed the sale of 3,365,384 shares of its common stock in a public offering and concurrent registered direct offering including a full exercise of an option to purchase additional shares at a price of $13.00 per share, resulting in net proceeds of approximately $40.6 million, after deducting agent fees of $2.9 million, and offering costs of $0.3 million. The agent fees included a financial advisory fee of $900,000 to Angel Pond Capital LLC, a company affiliated with Theodore Wang, a member of the Company’s board of directors. Such shares were sold pursuant to the Company’s prior shelf registration statement on Form S-3. On June 26, 2020, the Company filed a shelf registration statement on Form S-3 with the SEC, which became effective on July 2, 2020. The shelf registration allows the Company to issue, from time to time at prices and on terms to be determined prior to the time of any such offering, up to $150 million of any combination of common stock, preferred stock, debt securities, warrants and rights, either individually or in units. In July 2020, the Company entered into an Open Market Sale Agreement SM The State of New Jersey’s Technology Business Tax Certificate Transfer Program enables qualified, unprofitable New Jersey based technology or biotechnology companies to sell a percentage of NOL and research and development (“R&D”) tax credits to unrelated profitable corporations, subject to meeting certain eligibility criteria. Based on consideration of various factors, including application processing time and past trend of benefits made available under the program, the Company believes that it is probable that its plans to sell its NOLs can be effectively implemented to address its short term financial needs. The Company has sold $16.4 million of state NOLs and $0.3 million of Research and Development credits under the State of New Jersey’s Technology Business Tax Certificate Transfer Program in June 2021 for net proceeds of $1.7 million and has sold an additional $21.2 million of state NOLs and $0.2 million of Research and Development credits for net proceeds of $2.0 million in May 2020. The Company plans to sell additional NOLs and R&D tax credits under the same program in the future subject to program availability and state approval. The proceeds from such sales are recorded as income tax benefit when sales occur or proceeds are received. The Company’s estimates and assumptions may prove to be wrong, and the Company may exhaust its capital resources sooner than expected. The process of testing product candidates in clinical trials is costly, and the timing of progress in clinical trials is uncertain. Because the Company’s product candidates are in clinical development and the outcome of these efforts is uncertain, the Company may not be able to accurately estimate the actual amounts that will be necessary to successfully complete the development and commercialization, if approved, of its product candidates or whether, or when, the Company may achieve profitability. The Company evaluated whether there are any remaining conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year beyond the filing of this Quarterly Report on Form 10-Q. Based on such evaluation and the Company’s current plans, management believes that the Company’s existing cash and cash equivalents as of June 30, 2021 will be sufficient to satisfy its operating cash needs for at least one year after the filing of this Quarterly Report on Form 10-Q. Until such time, if ever, as the Company can generate substantial product revenues, it expects to finance its cash needs through a combination of equity and debt financings, sales of state NOLs and R&D credits subject to program availability and approval, existing working capital and funding from potential future collaboration arrangements. To the extent that the Company raises additional capital through the future sale of equity or convertible debt, the ownership interest of its existing stockholders may be diluted, and the terms of such securities may include liquidation or other preferences or rights such as anti-dilution rights that adversely affect the rights of its existing stockholders. If the Company raises additional funds through strategic partnerships in the future, it may have to relinquish valuable rights to its technologies, future revenue streams or product candidates or grant licenses on terms that may not be favorable to it. If the Company is unable to raise additional funds through equity or debt financings when needed, or unable to sell its state NOLs and R&D credits, it may be required to delay, limit, reduce or terminate its product development or future commercialization efforts or grant rights to develop and market product candidates that it would otherwise prefer to develop and market itself. In addition, there are many uncertainties regarding the COVID-19 pandemic, and the Company is closely monitoring the impact of the pandemic on all aspects of its business, including how the pandemic impacts its clinical trials, employees and suppliers. While the pandemic did not materially affect the Company’s business operations, site activation and patient enrollment in its clinical trials have been affected by the COVID-19 pandemic. Further, should COVID-19 continue to spread, the Company’s business operations could be delayed or interrupted which could result in the use of more funds than anticipated in completing such trials. |
Right of Use Assets and Leases
Right of Use Assets and Leases | 6 Months Ended |
Jun. 30, 2021 | |
Right of Use Assets and Leases | |
Right of Use Assets and Leases | (4) Right of Use Assets and Leases The Company has two operating leases in Warren, NJ, one for the use of an office and research facility and a second for the use of a laboratory. The office and research facility lease is for a term of four years with a term date of March 31, 2023, with the Company’s right to extend extend The Company does not recognize right of use assets or related lease liabilities with a lease term of twelve months or less on our consolidated balance sheet. Short-term lease costs are recorded in our consolidated statements of operations in the period in which the obligation for those payments was incurred. Short-term lease costs for the three and six months ended June 30, 2021 and 2020 were de minimis. Information related to the Company’s right-of-use asset and related lease liability were as follows ($ amounts in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Cash paid for operating lease liability $ 193 $ 190 $ 383 $ 376 Operating lease expenses $ 177 $ 177 $ 353 $ 352 Weighted average remaining lease term 1.8 years 2.8 years Weighted average discount rate 4.93 % 4.94 % Maturities of the lease liability as of June 30, 2021 were as follows: 2021 $ 387 2022 783 2023 205 1,375 Less imputed interest (61) Total operating lease liability $ 1,314 |
Common Stock Warrants and Warra
Common Stock Warrants and Warrant Liability | 6 Months Ended |
Jun. 30, 2021 | |
Common Stock Warrants and Warrant Liability | |
Common Stock Warrants and Warrant Liability | (5) Common Stock Warrants and Warrant Liability On November 29, 2016, the Company issued 1,142,838 warrants that were immediately exercisable and will expire 5 years from issuance at an exercise price of $12.00 per share (the “2016 Warrants”). On June 28, 2019, the Company entered into a warrant amendment (the “Warrant Amendment”) with certain holders (the “Holders”) of 839,899 of the 2016 Warrants to purchase shares. Pursuant to the Warrant Amendment, the Company and the Holders agreed to eliminate provisions that had previously precluded equity classification treatment on the Company’s consolidated balance sheets. In consideration of such amendment, the 2016 Warrants were extended by two On May 15, 2017, the Company issued to an investor warrants to purchase 66,666 shares that became exercisable commencing six months from their issuance and will expire five years from the initial exercise date at an exercise price of $22.50 per share. In addition, the Company issued to the placement agent warrants to purchase 4,000 shares that were immediately exercisable and will expire five years from issuance at an exercise price of $28.125 per share. As the warrants, under certain situations, could require cash settlement, the warrants were classified as liabilities and recorded at estimated fair value using a Black-Scholes-Merton pricing model. As of June 30, 2021, all of these warrants were outstanding. On September 29, 2017, the Company issued warrants to purchase 1,296,650 shares that became exercisable commencing six months from their issuance and will expire five years from the initial exercise date at an exercise price of $18.63 per share. As the warrants could not require cash settlement, the warrants were classified as equity. As of June 30, 2021, all of these warrants were outstanding. The following table summarizes warrant activity for the six months ended June 30, 2021 (fair value amount in thousands): Equity Classified Liability Classified Warrants Warrants Estimated Fair Value Warrants outstanding as of December 31, 2020 1,881,789 146,837 $ 601 Change in fair value of common stock warrant liability recognized in consolidated statement of operations — — (433) Warrants outstanding as of June 30, 2021 1,881,789 146,837 $ 168 The following table summarizes warrant activity for the six months ended June 30, 2020 (fair value amount in thousands): Equity Classified Liability Classified Warrants Warrants Estimated Fair Value Warrants outstanding as of December 31, 2019 2,136,549 146,837 $ 274 Exercises (254,760) — — Change in fair value of common stock warrant liability recognized in consolidated statement of operations — — 1,087 Warrants outstanding as of June 30, 2020 1,881,789 146,837 $ 1,361 See Note 6 for determination of the fair value of the common stock warrant liability. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | (6) Fair Value Measurements Assets and liabilities recorded at fair value on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs are as follows: ● Level 1 — Values are based on unadjusted quoted prices for identical assets or liabilities in an active market which the Company has the ability to access at the measurement date. ● Level 2 — Values are based on quoted market prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets. ● Level 3 — Values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset. The following table summarizes fair value measurements by level at June 30, 2021 for liabilities measured at fair value on a recurring basis (in thousands): Level 1 Level 2 Level 3 Total Common stock warrant liability $ — $ — $ 168 $ 168 The following table summarizes fair value measurements by level at December 31, 2020 for liabilities measured at fair value on a recurring basis (in thousands): Level 1 Level 2 Level 3 Total Common stock warrant liabilities $ — $ — $ 601 $ 601 The Company uses a Black-Scholes-Merton option pricing model to value its liability classified common stock warrants. The significant unobservable inputs used in calculating the fair value of common stock warrants represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. For volatility, the Company historically considered comparable public companies as a basis for its expected volatility to calculate the fair value of common stock warrants and transitioned to its own volatility as the Company developed sufficient appropriate history as a public company. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected term of the common stock warrant. Any significant changes in the inputs may result in significantly higher or lower fair value measurements. The following are the weighted average and the range of assumptions used in estimating the fair value of warrants outstanding (weighted average calculated based on the number of outstanding warrants on each issuance) as of June 30, 2021 and December 31, 2020: June 30, 2021 December 31, 2020 Valuation assumptions: Range Weighted Average Range Weighted Average Risk-free interest rate 0.07 % - 0.14 % 0.10 % 0.10 % - 0.13 % 0.11 % Expected volatility 70.47 % - 192.32 % 128.44 % 169.63 % - 231.10 % 202.21 % Expected term (in years) 0.4 - 1.4 0.9 0.9 - 1.9 1.4 Dividend yield — % - — % — % — % - — % — % |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Stock-Based Compensation | |
Stock-Based Compensation | (7) Stock-Based Compensation Bellerophon 2015 and 2014 Equity Incentive Plans During 2014, the Company adopted the 2014 Equity Incentive Plan, or the 2014 Plan, which provided for the grant of options. Following the effectiveness of the Company’s registration statement filed in connection with its IPO, no options may be granted under the 2014 Plan. The awards granted under the 2014 Plan generally have a vesting period of between one During 2015, the Company adopted the 2015 Equity Incentive Plan, or the 2015 Plan, which provides for the grant of options, restricted stock and other forms of equity compensation. On May 4, 2017, the Company’s stockholders approved an amendment to the 2015 Plan to increase As of June 30, 2021, there was approximately $1.3 million of total unrecognized compensation expense related to unvested stock awards. This expense is expected to be recognized over a weighted-average period of 1.5 years. No tax benefit was recognized during the three and six months ended June 30, 2021 and 2020 related to stock-based compensation expense since the Company incurred operating losses and has established a full valuation allowance to offset all the potential tax benefits associated with its deferred tax assets. Options There were no options granted during the six months ended June 30, 2021. The weighted average grant-date fair value of options issued during the six months ended June 30, 2020 was $12.58. The following are the weighted average assumptions used in estimating the fair values of options issued during the six months ended June 30, 2020: Six Months Ended June 30, 2020 Valuation assumptions: Risk-free rate 0.44 % Expected volatility 93.20 % Expected term (years) 6.1 Dividend yield — A summary of option activity under the 2015 and 2014 Plans for the six months ended June 30, 2021 is presented below: Bellerophon 2015 and 2014 Equity Incentive Plans Weighted Average Weighted Remaining Range of Average Contractual Options Exercise Price Price Life (in years) Options outstanding as of December 31, 2020 740,257 $ 7.35 - 199.20 $ 22.69 7.5 Forfeited (55,696) 7.50 - 34.05 12.32 Options outstanding as of June 30, 2021 684,561 $ 7.35 - 199.20 $ 23.53 6.9 Options vested and exercisable as of June 30, 2021 473,499 $ 7.35 - 199.20 $ 29.06 6.4 The intrinsic value of options outstanding, vested and exercisable as of June 30, 2021 was zero. Restricted Stock All restricted stock awards granted under the 2015 Plan during the six months ended June 30, 2021 were in relation to director compensation and vested in full during the six months ended June 30, 2021. A summary of restricted stock activity under the 2015 Plan for the six months ended June 30, 2021 is presented below: Bellerophon 2015 Equity Incentive Plan Weighted Average Aggregate Grant Remaining Weighted Average Date Fair Value Contractual Shares Fair Value (in millions) Life (in years) Restricted stock outstanding as of December 31, 2020 — $ — $ — — Granted 15,308 5.19 0.1 Vested (15,308) 5.19 (0.1) Restricted stock outstanding as of June 30, 2021 — $ — $ — — Ikaria Equity Incentive Plans prior to February 12, 2014 Options A summary of option activity under Ikaria equity incentive plans assumed in 2014 for the six months ended June 30, 2021, is presented below: Ikaria Equity Incentive Plans Weighted Average Weighted Remaining Range of Average Contractual Options Exercise Price Price Life (in years) Options outstanding as of December 31, 2020 2,508 $ 116.55 - 223.65 $ 123.88 1.5 Expired (907) 116.55 116.55 — Options outstanding as of June 30, 2021 1,601 $ 124.05 - 223.65 $ 128.02 1.7 Options vested and exercisable as of June 30, 2021 1,601 $ 124.05 - 223.65 $ 128.02 1.7 The intrinsic value of options outstanding, vested and exercisable Stock-Based Compensation Expense, Net of Estimated Forfeitures The following table summarizes the stock-based compensation expense by the unaudited condensed consolidated statement of operations line items for the six months ended June 30, 2021 and 2020(in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 88 $ 92 $ 151 $ 171 General and administrative 269 286 547 675 Total expense $ 357 $ 378 $ 698 $ 846 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Taxes | |
Income Taxes | (8) Income Taxes Excluding the impact of the sale of state net operating losses (“NOL”) and research and development tax credits during the six months ended June 30, 2021 and 2020, the effective tax rate for each of the six months ended June 30, 2021 and 2020 was 0.0% which was lower than the federal statutory rate primarily due to the losses incurred and the full valuation allowance on deferred tax assets. The Company’s estimated tax rate for 2021 excluding any benefits from any sales of net operating losses or R&D tax credits is expected to be zero because the Company expects to generate additional losses and currently has a full valuation allowance. The valuation allowance is required until the Company has sufficient positive evidence of taxable income necessary to support realization of its deferred tax assets. In addition, the Company may be subject to certain limitations in its annual utilization of NOL carry forwards to offset future taxable income (and of tax credit carry forwards to offset future tax expense) pursuant to Section 382 of the Internal Revenue Code, which could result in tax attributes expiring unused. In June 2021, the Company sold $16.4 million of state NOLs and $0.3 million of R&D tax credits under the State of New Jersey’s Technology Business Tax Certificate Transfer Program for net proceeds of $1.7 million, which resulted in the reversal of the valuation allowance and a tax benefit of $1.8 million for the six months ended June 30, 2021. In May 2020, the Company sold $21.2 million of state NOLs and $0.2 million of R&D tax credits under the State of New Jersey’s Technology Business Tax Certificate Transfer Program for net proceeds of $2.0 million, which resulted in the reversal of the valuation allowance and a tax benefit of $2.1 million for the six months ended June 30, 2020. The proceeds from such sales are recorded as income tax benefit when sales occur or proceeds are received. In May 2021 the Company received a Final Determination letter from the New Jersey Division of Taxation (the “Final Determination Letter”) related to the deduction of expenses, disallowed for federal income tax purposes, used in calculating the Orphan Drug Credit for tax years 2015 and 2016. The aggregate claim of tax liabilities owed by the Company is approximately $1.6 million, inclusive of interest. The Company strongly disagrees with the determinations made in the Final Determination Letter and has been engaged in ongoing communications with the New Jersey Division of Taxation to achieve a timely resolution to this matter. Additionally, the Company opted to formally amend the 2015 and 2016 federal income tax returns to forgo the federal Orphan Drug Credit and fully claim the deduction for the previously disallowed operating expenses. The Company believes these actions sufficiently address the claims in the Final Determination Letter and believes that the claim of tax liabilities owed by the Company are without merit. In addition, the Company filed a formal protest on July 12, 2021 to protect the Company’s rights to appeal. Further, the Company believes this tax position will be fully sustained upon completion of the appeal process and as such no tax contingency reserve has been recorded in association with this position. As of June 30, 2021, there were no material uncertain tax positions. There are no tax positions for which a material change in any unrecognized tax benefit liability is reasonably possible in the next 12 months. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Net Loss Per Share | |
Net Loss Per Share | (9) Net Loss Per Share Basic net loss per share is calculated by dividing net loss by the weighted average number of shares outstanding during the period, as applicable. Diluted net loss per share is calculated by dividing net loss, adjusted to reflect the impact of dilutive warrants, by the weighted average number of shares outstanding, adjusted to reflect potentially dilutive securities using the treasury stock method, except when the effect would be anti-dilutive. The Company reported a net loss for the six months ended June 30, 2021 and 2020, therefore diluted net loss per share is the same as the basic net loss per share. As of June 30, 2021, the Company had 686,162 options to purchase shares and 2,028,626 warrants to purchase shares outstanding that have been excluded from the computation of diluted weighted average shares outstanding, because such securities had an anti-dilutive impact due to the loss reported. As of June 30, 2020, the Company had 666,403 options to purchase shares, 6,666 restricted shares and 2,028,626 warrants to purchase shares outstanding that have been excluded from the computation of diluted weighted average shares outstanding, because such securities had an anti-dilutive impact due to the loss reported. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (10) Commitments and Contingencies Legal Proceedings The Company periodically becomes subject to legal proceedings and claims arising in connection with its business. The ultimate legal and financial liability of the Company in respect to all proceedings, claims and lawsuits, pending or threatened, cannot be estimated with any certainty. As of the date of this report, the Company is not aware of any proceeding, claim or litigation, pending or threatened, that could, individually or in the aggregate, have a material adverse effect on the Company’s business, operating results, financial condition and/or liquidity. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | (a) Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared following the requirements of the Securities and Exchange Commission, or the SEC, for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America can be condensed or omitted. The Company operates in one reportable segment and solely within the United States. Accordingly, no segment or geographic information has been presented. The Company is responsible for the unaudited condensed consolidated financial statements. The condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position, results of operations, comprehensive income (loss) and its cash flows for the periods presented. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The results of operations for the three and six months ended June 30, 2021 for the Company are not necessarily indicative of the results expected for the full year. The preparation of financial statements 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 costs and expenses during the reporting period, including right of use asset and operating lease liability, accrued expenses, accrued research and development expenses, stock-based compensation, common stock warrant liabilities and income taxes. Actual results could differ from those estimates. On February 5, 2020, the Company filed a certificate of amendment to its amended and restated Certificate of Incorporation to effect a 1 |
Cash and Cash Equivalents | (b) Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity date of three months or less to be cash equivalents. All investments with maturities of greater than three months from the date of purchase are classified as available-for-sale marketable securities. |
Stock-Based Compensation | (c) Stock-Based Compensation The Company accounts for its stock-based compensation in accordance with applicable accounting guidance which establishes accounting for share-based awards, including stock options and restricted stock, exchanged for services and requires companies to expense the estimated fair value of these awards over the requisite service period. The Company recognizes stock-based compensation expense in operations based on the fair value of the award on the date of the grant. The resulting compensation expense, less estimated forfeitures, is recognized on a straight-line basis over the requisite service period or sooner if the awards immediately vest. The Company determines the fair value of stock options issued using a Black-Scholes-Merton option pricing model. Certain assumptions used in the model include expected volatility, dividend yield, risk-free interest rate, estimated forfeitures and expected term. For restricted stock, the fair value is the closing market price per share on the grant date. See Note 7 - Stock-Based Compensation |
Common Stock Warrant Liability | (d) Common Stock Warrant Liability The Company accounts for common stock warrants issued as freestanding instruments in accordance with applicable accounting guidance as either liabilities or as equity instruments depending on the specific terms of the warrant agreement. The Company classifies warrant liabilities on the consolidated balance sheet based on the warrants’ terms as long-term liabilities, which are revalued at each balance sheet date subsequent to the initial issuance. Changes in the fair value of the warrants are reflected in the consolidated statement of operations as “Change in fair value of common stock warrant liability.” The Company uses the Black-Scholes-Merton pricing model to value the related warrant liability. Certain assumptions used in the model include expected volatility, dividend yield and risk-free interest rate. See Note 6 - Fair Value Measurements |
Income Taxes | (e) Income Taxes The Company uses the asset and liability approach to account for income taxes as required by applicable accounting guidance, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized, on a more likely than not basis. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. |
Research and Development Expense | (f) Research and Development Expense Research and development costs are expensed as incurred. These expenses include the costs of the Company’s proprietary research and development efforts, as well as costs incurred in connection with certain licensing arrangements. Upfront and milestone payments made to third parties in connection with research and development collaborations are expensed as incurred up to the point of regulatory approval. Payments made to third parties upon or subsequent to regulatory approval are capitalized and amortized over the remaining useful life of the related product. The Company also expenses the cost of purchased technology and equipment in the period of purchase if it believes that the technology or equipment has not demonstrated technological feasibility and it does not have an alternative future use. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and are recognized as research and development expense as the related goods are delivered or the related services are performed. |
Leases | (g) Leases A lease is a contract, or part of a contract, that conveys the right to control the use of explicitly or implicitly identified property, plant or equipment in exchange for consideration. Control of an asset is conveyed to the Company if the Company obtains the right to obtain substantially all of the economic benefits of the asset or the right to direct the use of the asset. The Company recognizes ROU assets and lease liabilities at the lease commencement date based on the present value of future, fixed lease payments over the term of the arrangement. ROU assets are amortized on a straight-line basis over the term of the lease. Lease liabilities accrete to yield and are reduced at the time when the lease payment is payable to the vendor. Variable lease payments are recognized at the time when the event giving rise to the payment occurs and are recognized in the statement of operations in the same line item as expenses arising from fixed lease payments. Leases are measured at present value using the rate implicit in the lease or, if the implicit rate is not determinable, the lessee’s implicit borrowing rate. As the implicit rate is not typically available, the Company uses its implicit borrowing rate based on the information available at the lease commencement date to determine the present value of future lease payments. The implicit borrowing rate approximates the rate the Company would pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments. The Company does not recognize right of use assets or related lease liabilities with a lease term of twelve months or less on its consolidated balance sheet. Short-term lease costs are recorded in the Company’s consolidated statements of operations in the period in which the obligation for those payments was incurred. Short-term lease costs for the three and six months ended June 30, 2021 and 2020 were de minimis. |
Right of Use Assets and Leases
Right of Use Assets and Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Right of Use Assets and Leases | |
Schedule of right of use assets and related lease liabilities | Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Cash paid for operating lease liability $ 193 $ 190 $ 383 $ 376 Operating lease expenses $ 177 $ 177 $ 353 $ 352 Weighted average remaining lease term 1.8 years 2.8 years Weighted average discount rate 4.93 % 4.94 % |
Schedule of maturities of lease liabilities | 2021 $ 387 2022 783 2023 205 1,375 Less imputed interest (61) Total operating lease liability $ 1,314 |
Common Stock Warrants and War_2
Common Stock Warrants and Warrant Liability (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Common Stock Warrants and Warrant Liability | |
Schedule of warrant activity | The following table summarizes warrant activity for the six months ended June 30, 2021 (fair value amount in thousands): Equity Classified Liability Classified Warrants Warrants Estimated Fair Value Warrants outstanding as of December 31, 2020 1,881,789 146,837 $ 601 Change in fair value of common stock warrant liability recognized in consolidated statement of operations — — (433) Warrants outstanding as of June 30, 2021 1,881,789 146,837 $ 168 The following table summarizes warrant activity for the six months ended June 30, 2020 (fair value amount in thousands): Equity Classified Liability Classified Warrants Warrants Estimated Fair Value Warrants outstanding as of December 31, 2019 2,136,549 146,837 $ 274 Exercises (254,760) — — Change in fair value of common stock warrant liability recognized in consolidated statement of operations — — 1,087 Warrants outstanding as of June 30, 2020 1,881,789 146,837 $ 1,361 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements | |
Schedule of fair value measurements by level | The following table summarizes fair value measurements by level at June 30, 2021 for liabilities measured at fair value on a recurring basis (in thousands): Level 1 Level 2 Level 3 Total Common stock warrant liability $ — $ — $ 168 $ 168 The following table summarizes fair value measurements by level at December 31, 2020 for liabilities measured at fair value on a recurring basis (in thousands): Level 1 Level 2 Level 3 Total Common stock warrant liabilities $ — $ — $ 601 $ 601 |
Schedule of weighted average assumptions used in estimating the fair value of warrants | The following are the weighted average and the range of assumptions used in estimating the fair value of warrants outstanding (weighted average calculated based on the number of outstanding warrants on each issuance) as of June 30, 2021 and December 31, 2020: June 30, 2021 December 31, 2020 Valuation assumptions: Range Weighted Average Range Weighted Average Risk-free interest rate 0.07 % - 0.14 % 0.10 % 0.10 % - 0.13 % 0.11 % Expected volatility 70.47 % - 192.32 % 128.44 % 169.63 % - 231.10 % 202.21 % Expected term (in years) 0.4 - 1.4 0.9 0.9 - 1.9 1.4 Dividend yield — % - — % — % — % - — % — % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Bellerophon 2015 And 2014 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of option activity | Six Months Ended June 30, 2020 Valuation assumptions: Risk-free rate 0.44 % Expected volatility 93.20 % Expected term (years) 6.1 Dividend yield — A summary of option activity under the 2015 and 2014 Plans for the six months ended June 30, 2021 is presented below: Bellerophon 2015 and 2014 Equity Incentive Plans Weighted Average Weighted Remaining Range of Average Contractual Options Exercise Price Price Life (in years) Options outstanding as of December 31, 2020 740,257 $ 7.35 - 199.20 $ 22.69 7.5 Forfeited (55,696) 7.50 - 34.05 12.32 Options outstanding as of June 30, 2021 684,561 $ 7.35 - 199.20 $ 23.53 6.9 Options vested and exercisable as of June 30, 2021 473,499 $ 7.35 - 199.20 $ 29.06 6.4 |
Summary of restricted stock activity | A summary of restricted stock activity under the 2015 Plan for the six months ended June 30, 2021 is presented below: Bellerophon 2015 Equity Incentive Plan Weighted Average Aggregate Grant Remaining Weighted Average Date Fair Value Contractual Shares Fair Value (in millions) Life (in years) Restricted stock outstanding as of December 31, 2020 — $ — $ — — Granted 15,308 5.19 0.1 Vested (15,308) 5.19 (0.1) Restricted stock outstanding as of June 30, 2021 — $ — $ — — |
Ikaria Equity Incentive Plans | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of option activity | A summary of option activity under Ikaria equity incentive plans assumed in 2014 for the six months ended June 30, 2021, is presented below: Ikaria Equity Incentive Plans Weighted Average Weighted Remaining Range of Average Contractual Options Exercise Price Price Life (in years) Options outstanding as of December 31, 2020 2,508 $ 116.55 - 223.65 $ 123.88 1.5 Expired (907) 116.55 116.55 — Options outstanding as of June 30, 2021 1,601 $ 124.05 - 223.65 $ 128.02 1.7 Options vested and exercisable as of June 30, 2021 1,601 $ 124.05 - 223.65 $ 128.02 1.7 |
Summary of stock-based compensation expense | The following table summarizes the stock-based compensation expense by the unaudited condensed consolidated statement of operations line items for the six months ended June 30, 2021 and 2020(in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 88 $ 92 $ 151 $ 171 General and administrative 269 286 547 675 Total expense $ 357 $ 378 $ 698 $ 846 |
Organization and Nature of th_2
Organization and Nature of the Business (Details) | Jun. 30, 2021subsidiary |
Organization and Nature of the Business | |
Number of wholly-owned subsidiaries | 3 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | Feb. 07, 2020 | Jun. 30, 2021segmentshares | Dec. 31, 2020shares | Feb. 10, 2020shares | Feb. 09, 2020shares |
Summary of Significant Accounting Policies | |||||
Number of reportable segments | segment | 1 | ||||
Conversion ratio | 0.0667 | ||||
Common stock, shares outstanding (in shares) | shares | 9,506,419 | 9,491,111 | 4,603,460 | 69,053,548 |
Liquidity (Details)
Liquidity (Details) - USD ($) | May 22, 2020 | Apr. 01, 2020 | Jun. 30, 2021 | May 31, 2020 | Dec. 31, 2020 | Jul. 31, 2020 | Jul. 02, 2020 |
Liquidity | |||||||
Cash and cash equivalents | $ 34,300,000 | $ 47,557,000 | |||||
Sale of common stock (in shares) | 3,365,384 | 1,275,000 | |||||
Stock purchase price (in dollars per share) | $ 13 | $ 12 | |||||
Net proceeds from sale of stock | $ 40,600,000 | $ 14,100,000 | |||||
Agent fees | 2,900,000 | 1,100,000 | |||||
Offering costs | 300,000 | $ 100,000 | |||||
Maximum | |||||||
Liquidity | |||||||
Maximum amount of securities to be issued under shelf offering | $ 150,000,000 | ||||||
Aggregate sales price | $ 40,000,000 | ||||||
New Jersey Division of Taxation | |||||||
Liquidity | |||||||
Net Operating Loss (NOL) sold | 16,400,000 | $ 21,200,000 | |||||
Research and Development credits sold | 300,000 | 200,000 | |||||
Proceeds from sale of Net Operating Loss (NOL) and Research and Development credits sold | $ 1,700,000 | $ 2,000,000 | |||||
Director Member | |||||||
Liquidity | |||||||
Agent fees | $ 900,000 |
Right of Use Assets and Lease_2
Right of Use Assets and Leases (Details) | 6 Months Ended |
Jun. 30, 2021periodlease | |
Right of Use Assets and Leases | |
Number of operating leases | lease | 2 |
Office and Research Facility | |
Right of Use Assets and Leases | |
Lease, term of contract | 4 years |
Lessee, Operating Lease, Existence of Option to Extend [true false] | true |
Number of renewal periods | 1 |
Lease, renewal term | 5 years |
Laboratory | |
Right of Use Assets and Leases | |
Lease, term of contract | 3 years 9 months |
Lessee, Operating Lease, Existence of Option to Extend [true false] | true |
Number of renewal periods | 1 |
Lease, renewal term | 90 days |
Right of Use Assets and Lease_3
Right of Use Assets and Leases - ROU Assets, Lease Liabilities and Maturities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Right of Use Assets and Leases | ||||
Cash paid for operating lease liability | $ 193 | $ 190 | $ 383 | $ 376 |
Operating lease expenses | $ 177 | $ 177 | $ 353 | $ 352 |
Weighted average remaining lease term | 2 years 6 months | 3 years 6 months | 2 years 6 months | 3 years 6 months |
Weighted average discount rate | 4.93% | 4.94% | 4.93% | 4.94% |
Operating leases | ||||
2021 | $ 387 | $ 387 | ||
2022 | 783 | 783 | ||
2023 | 205 | 205 | ||
Total lease payments | 1,375 | 1,375 | ||
Less imputed interest | (61) | (61) | ||
Total operating lease liabilities | $ 1,314 | $ 1,314 |
Common Stock Warrants and War_3
Common Stock Warrants and Warrant Liability (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 28, 2019 | Sep. 29, 2017 | May 15, 2017 | Nov. 29, 2016 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2020 | May 22, 2020 | Apr. 01, 2020 | Dec. 31, 2019 |
Class of Warrant or Right | |||||||||||
Stock purchase price (in dollars per share) | $ 13 | $ 12 | |||||||||
Proceeds received from exercise of warrants | $ 0 | $ 3,057 | |||||||||
2016 Warrants | |||||||||||
Class of Warrant or Right | |||||||||||
Warrants issued | 839,899 | 1,142,838 | |||||||||
Period of time before warrants expire from exercisable date (in years) | 5 years | ||||||||||
Exercise price per full share of stock (in dollars per share) | $ 12 | ||||||||||
Additional period of time warrants could be exercised as the result of an amendment (in years) | 2 years | ||||||||||
Warrant amendment charge | $ 700 | ||||||||||
Warrants, outstanding (in shares) | 661,310 | ||||||||||
Warrants exercises (in shares) | 0 | 254,760 | |||||||||
Proceeds received from exercise of warrants | $ 3,100 | ||||||||||
2016 Warrants | Equity Classified | |||||||||||
Class of Warrant or Right | |||||||||||
Warrants, outstanding (in shares) | 1,881,789 | 1,881,789 | 1,881,789 | 2,136,549 | |||||||
Warrants exercises (in shares) | 254,760 | ||||||||||
2016 Warrants | Liability Classified | |||||||||||
Class of Warrant or Right | |||||||||||
Warrants, outstanding (in shares) | 146,837 | 146,837 | 146,837 | 146,837 | |||||||
Equity, 2016 Warrant | |||||||||||
Class of Warrant or Right | |||||||||||
Warrants, outstanding (in shares) | 585,139 | ||||||||||
Liability, 2016 | |||||||||||
Class of Warrant or Right | |||||||||||
Warrants, outstanding (in shares) | 76,171 | ||||||||||
Investor warrants | |||||||||||
Class of Warrant or Right | |||||||||||
Warrants issued | 66,666 | ||||||||||
Stock purchase price (in dollars per share) | $ 22.50 | ||||||||||
Period of time before warrants expire from exercisable date (in years) | 5 years | ||||||||||
Period of time after issuance date before warrants will be exercisable (in months) | 6 months | ||||||||||
Placement agent warrants | |||||||||||
Class of Warrant or Right | |||||||||||
Warrants issued | 4,000 | ||||||||||
Period of time before warrants expire from exercisable date (in years) | 5 years | ||||||||||
Exercise price per full share of stock (in dollars per share) | $ 28.125 | ||||||||||
2017 Warrants | |||||||||||
Class of Warrant or Right | |||||||||||
Warrants issued | 1,296,650 | ||||||||||
Stock purchase price (in dollars per share) | $ 18.63 | ||||||||||
Period of time before warrants expire from exercisable date (in years) | 5 years | ||||||||||
Period of time after issuance date before warrants will be exercisable (in months) | 6 months |
Common Stock Warrants and War_4
Common Stock Warrants and Warrant Liability - Warrant Activity (Details) - USD ($) $ in Thousands | Jun. 28, 2019 | Nov. 29, 2016 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Estimated Fair Value | ||||||
Beginning balance | $ 601 | |||||
Change in fair value of common stock warrant liability recognized in consolidated statement of operations | $ (36) | $ 193 | (433) | $ 1,087 | ||
Ending balance | $ 168 | $ 168 | ||||
2016 Warrants | ||||||
Warrants | ||||||
Beginning balance (in shares) | 661,310 | 661,310 | ||||
Reclassification of warrants to equity on amendment of warrant agreements (in shares) | 839,899 | 1,142,838 | ||||
Exercises (in shares) | 0 | (254,760) | ||||
2016 Warrants | Equity Classified | ||||||
Warrants | ||||||
Beginning balance (in shares) | 1,881,789 | 1,881,789 | 1,881,789 | 1,881,789 | ||
Exercises (in shares) | (254,760) | |||||
Ending balance (in shares) | 1,881,789 | 2,136,549 | ||||
2016 Warrants | Liability Classified | ||||||
Warrants | ||||||
Beginning balance (in shares) | 146,837 | 146,837 | 146,837 | 146,837 | ||
Ending balance (in shares) | 146,837 | 146,837 | ||||
Estimated Fair Value | ||||||
Beginning balance | $ 601 | $ 274 | ||||
Change in fair value of common stock warrant liability recognized in consolidated statement of operations | (433) | 1,087 | ||||
Ending balance | $ 168 | $ 1,361 | $ 168 | $ 1,361 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | $ 168 | $ 601 |
Fair value on a recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | 168 | 601 |
Fair value on a recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | 0 | |
Fair value on a recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | $ 168 | $ 601 |
Fair Value Measurements - Weigh
Fair Value Measurements - Weighted Average Assumptions (Details) | Jun. 30, 2021 | Dec. 31, 2020 |
Minimum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Expected term (in years) | 4 months 24 days | 10 months 24 days |
Minimum | Risk-free interest rate | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants, measurement input | 0.0007 | 0.0010 |
Minimum | Expected volatility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants, measurement input | 0.7047 | 1.6963 |
Minimum | Dividend yield | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Maximum | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Expected term (in years) | 1 year 4 months 24 days | 1 year 10 months 24 days |
Maximum | Risk-free interest rate | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants, measurement input | 0.0014 | 0.0013 |
Maximum | Expected volatility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants, measurement input | 1.9232 | 2.3110 |
Maximum | Dividend yield | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Weighted Average | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Expected term (in years) | 10 months 24 days | 1 year 4 months 24 days |
Weighted Average | Risk-free interest rate | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants, measurement input | 0.0010 | 0.0011 |
Weighted Average | Expected volatility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants, measurement input | 1.2844 | 2.0221 |
Weighted Average | Dividend yield | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Stock-Based Compensation - Ince
Stock-Based Compensation - Incentive Plans (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | May 14, 2019 | May 04, 2017 | |
Stock-Based Compensation | ||||||
Shares available for grant (in shares) | 704,062 | 704,062 | 833,333 | 333,333 | ||
Additional number of shares available for grant (in shares) | 200,000 | |||||
Options, outstanding, intrinsic value | $ 0 | $ 0 | ||||
Minimum | ||||||
Stock-Based Compensation | ||||||
Award, vesting period | 1 year | |||||
Maximum | ||||||
Stock-Based Compensation | ||||||
Award, vesting period | 4 years | |||||
Bellerophon Equity Incentive Plans | ||||||
Stock-Based Compensation | ||||||
Unrecognized compensation expense | 1,300,000 | $ 1,300,000 | ||||
Weighted-average period unrecognized compensation expense is to be recognized | 1 year 6 months | |||||
Tax benefit recognized related to stock-based compensation expense | 0 | $ 0 | $ 0 | $ 0 | ||
Weighted average grant date fair value (in dollars per share) | $ 12.58 | |||||
Ikaria Equity Incentive Plans | ||||||
Stock-Based Compensation | ||||||
Options, outstanding, intrinsic value | 0 | 0 | ||||
Options, vested and expected to vest, exercisable, aggregate intrinsic value | $ 0 | $ 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Fair Value of Options Issued (Details) - Bellerophon Equity Incentive Plans | 6 Months Ended |
Jun. 30, 2020 | |
Assumptions used in estimating the fair value of awards issued | |
Risk-free interest rate | 0.44% |
Expected volatility | 93.20% |
Expected term (in years) | 6 years 1 month 6 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Option Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Bellerophon 2015 And 2014 Equity Incentive Plan | ||
Shares | ||
Options outstanding as of beginning of period (in shares) | 740,257 | |
Granted (in shares) | 0 | |
Forfeited (in shares) | (55,696) | |
Options outstanding as of end of period (in shares) | 684,561 | 740,257 |
Options vested and exercisable (in shares) | 473,499 | |
Weighted Average Exercise Price | ||
Options outstanding as of beginning of period, Weighted Average Price (in dollars per share) | $ 22.69 | |
Forfeited (in dollars per share) | 12.32 | |
Options outstanding as of end of period, Weighted Average Price (in dollars per share) | 23.53 | $ 22.69 |
Options vested and exercisable, Weighed Average Price (in dollars per share) | $ 29.06 | |
Weighted Average Remaining Contractual Life (in years) | ||
Options outstanding, Weighted Average Remaining Contractual Life (in years) | 6 years 10 months 24 days | 7 years 6 months |
Options vested and exercisable, Weighted Average Remaining Contractual Life (in years) | 6 years 4 months 24 days | |
Bellerophon 2015 And 2014 Equity Incentive Plan | Minimum | ||
Range of Exercise Price | ||
Exercise Price of options outstanding (in dollars per share) | $ 7.35 | |
Forfeited (in dollars per share) | 7.50 | |
Exercise Price of options outstanding (in dollars per share) | 7.35 | $ 7.35 |
Exercise Price of options vested and exercisable (in dollars per share) | 7.35 | |
Bellerophon 2015 And 2014 Equity Incentive Plan | Maximum | ||
Range of Exercise Price | ||
Exercise Price of options outstanding (in dollars per share) | 199.20 | |
Forfeited (in dollars per share) | 34.05 | |
Exercise Price of options outstanding (in dollars per share) | 199.20 | $ 199.20 |
Exercise Price of options vested and exercisable (in dollars per share) | $ 199.20 | |
Ikaria Equity Incentive Plans | ||
Shares | ||
Options outstanding as of beginning of period (in shares) | 2,508 | |
Expired (in shares) | (907) | |
Options outstanding as of end of period (in shares) | 1,601 | 2,508 |
Options vested and exercisable (in shares) | 1,601 | |
Range of Exercise Price | ||
Expired (in dollars per share) | $ 116.55 | |
Weighted Average Exercise Price | ||
Options outstanding as of beginning of period, Weighted Average Price (in dollars per share) | 123.88 | |
Expired (in dollars per share) | 116.55 | |
Options outstanding as of end of period, Weighted Average Price (in dollars per share) | 128.02 | $ 123.88 |
Options vested and exercisable, Weighed Average Price (in dollars per share) | $ 128.02 | |
Weighted Average Remaining Contractual Life (in years) | ||
Options vested and exercisable, Weighted Average Remaining Contractual Life (in years) | 1 year 8 months 12 days | 1 year 6 months |
Ikaria Equity Incentive Plans | Minimum | ||
Range of Exercise Price | ||
Exercise Price of options outstanding (in dollars per share) | $ 116.55 | |
Exercise Price of options outstanding (in dollars per share) | 124.05 | $ 116.55 |
Weighted Average Exercise Price | ||
Options vested and exercisable, Weighed Average Price (in dollars per share) | 124.05 | |
Ikaria Equity Incentive Plans | Maximum | ||
Range of Exercise Price | ||
Exercise Price of options outstanding (in dollars per share) | 223.65 | |
Exercise Price of options outstanding (in dollars per share) | 223.65 | $ 223.65 |
Weighted Average Exercise Price | ||
Options vested and exercisable, Weighed Average Price (in dollars per share) | $ 223.65 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - 2015 Equity Incentive Plan $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Shares | |
Restricted stock outstanding, beginning of period (in shares) | shares | 0 |
Restricted stock granted (in shares) | shares | 15,308 |
Restricted stock vested (in shares) | shares | (15,308) |
Restricted stock outstanding, end of period (in shares) | shares | 0 |
Weighted Average Fair Value | |
Restricted stock beginning of period, weighted average fair value (in dollars per share) | $ / shares | $ 0 |
Restricted stock granted, weighted average fair value (in dollars per share) | $ / shares | 5.19 |
Restricted stock vested, weighted average fair value (in dollars per share) | $ / shares | (5.19) |
Restricted stock end of period, weighted average fair value (in dollars per share) | $ / shares | $ 0 |
Aggregate Grant Date Fair Value (in millions) | |
Restricted stock beginning of period, aggregate grant date fair value | $ | $ 0 |
Restricted stock granted, aggregate grant date fair value | $ | 0.1 |
Restricted stock vested, aggregate grant date fair value | $ | (0.1) |
Restricted stock end of period, aggregate grant date fair value | $ | $ 0 |
Stock-Based Compensation - Ikar
Stock-Based Compensation - Ikaria Equity Incentive Plans (Details) - Ikaria Equity Incentive Plans - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Shares | ||
Expired (in shares) | (907) | |
Options vested and exercisable ending balance (in shares) | 1,601 | |
Range of Exercise Price | ||
Expired (in dollars per share) | $ 116.55 | |
Weighted Average Exercise Price | ||
Expired (in dollars per share) | 116.55 | |
Options vested and exercisable, Weighed Average Price (in dollars per share) | $ 128.02 | |
Weighted Average Remaining Contractual Life (in years) | ||
Options vested and exercisable, Weighted Average Remaining Contractual Life (in years) | 1 year 8 months 12 days | 1 year 6 months |
Minimum | ||
Weighted Average Exercise Price | ||
Options vested and exercisable, Weighed Average Price (in dollars per share) | $ 124.05 | |
Maximum | ||
Weighted Average Exercise Price | ||
Options vested and exercisable, Weighed Average Price (in dollars per share) | $ 223.65 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense, Net of Estimated Forfeitures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Stock-based compensation expense by condensed consolidated statement of operations and comprehensive loss line item | ||||
Total expense | $ 357 | $ 378 | $ 698 | $ 846 |
Research and development | ||||
Stock-based compensation expense by condensed consolidated statement of operations and comprehensive loss line item | ||||
Total expense | 88 | 92 | 151 | 171 |
General and administrative | ||||
Stock-based compensation expense by condensed consolidated statement of operations and comprehensive loss line item | ||||
Total expense | $ 269 | $ 286 | $ 547 | $ 675 |
Income Taxes - Tax Rate and Tax
Income Taxes - Tax Rate and Tax Benefit Liability Change (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | |
Income Taxes | |||
Effective income tax rate | 0.00% | 0.00% | |
Material change in any unrecognized tax benefit liability | $ 0 | ||
Forecast | |||
Income Taxes | |||
Effective income tax rate | 0.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | May 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||||||
Effective income tax rate | 0.00% | 0.00% | |||||
Income tax benefit | $ 1,800,000 | $ 2,125,000 | $ 1,800,000 | $ 2,125,000 | |||
Accrued Income Taxes | $ 1,600,000 | 1,600,000 | 1,600,000 | ||||
Material change in any unrecognized tax benefit liability | 0 | $ 0 | $ 0 | ||||
Forecast | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Effective income tax rate | 0.00% | ||||||
New Jersey Division of Taxation | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Net Operating Loss (NOL) sold | 16,400,000 | $ 21,200,000 | |||||
Research and Development credits sold | $ 300,000 | $ 200,000 | |||||
Proceeds from sale of deferred tax assets | 1,700,000 | 2,000,000 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net Loss Per Share | ||||
Net loss | $ (3,389) | $ (3,820) | $ (8,850) | $ (8,790) |
Weighted-average shares: | ||||
Basic (in shares) | 9,506,419 | 7,554,023 | 9,498,892 | 6,084,534 |
Diluted (in shares) | 9,506,419 | 7,554,023 | 9,498,892 | 6,084,534 |
Net (loss) income per share: | ||||
Basic (in dollars per share) | $ (0.36) | $ (0.51) | $ (0.93) | $ (1.44) |
Diluted (in dollars per share) | $ (0.36) | $ (0.51) | $ (0.93) | $ (1.44) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Options | ||
Net Loss Per Share | ||
Antidilutive securities excluded from computation of weighted average units outstanding (in shares) | 686,162 | 666,403 |
Restricted Shares | ||
Net Loss Per Share | ||
Antidilutive securities excluded from computation of weighted average units outstanding (in shares) | 6,666 | |
Warrants | ||
Net Loss Per Share | ||
Antidilutive securities excluded from computation of weighted average units outstanding (in shares) | 2,028,626 | 2,028,626 |