Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36845 | |
Entity Registrant Name | Bellerophon Therapeutics, Inc | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-3116175 | |
Entity Address, Address Line One | 20 Independence Boulevard | |
Entity Address, Address Line Two | Suite 402 | |
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, $0.01 par value per share | |
Trading Symbol | BLPH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,449,834 | |
Entity Central Index Key | 0001600132 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 15,172 | $ 6,924 |
Restricted cash | 405 | 405 |
Prepaid expenses and other current assets | 194 | 234 |
Total current assets | 15,771 | 7,563 |
Right of use assets, net | 8 | 184 |
Property and equipment, net | 1 | 2 |
Other non-current assets | 186 | 186 |
Total assets | 15,966 | 7,935 |
Current liabilities: | ||
Accounts payable | 1,070 | 1,230 |
Accrued research and development | 2,858 | 2,655 |
Accrued expenses | 1,428 | 1,313 |
Current portion of operating lease liabilities | 8 | 203 |
Total liabilities | 5,364 | 5,401 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.01 par value per share; 200,000,000 shares authorized and 10,448,185 and 9,645,711 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 104 | 96 |
Preferred stock, $0.01 par value per share; 5,000,000 shares authorized, zero shares issued and outstanding at March 31, 2023 and December 31, 2022 | 0 | 0 |
Additional paid-in capital | 259,754 | 254,516 |
Accumulated deficit | (249,256) | (252,078) |
Total stockholders' equity | 10,602 | 2,534 |
Total liabilities and stockholders' equity | $ 15,966 | $ 7,935 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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) | 10,448,185 | 9,645,711 |
Common stock, shares outstanding (in shares) | 10,448,185 | 9,645,711 |
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 AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues: | ||
Licensing Revenue | $ 5,640 | |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | us-gaap:ProductMember | us-gaap:ProductMember |
Operating expenses: | ||
Research and development | $ 2,552 | $ 4,409 |
General and administrative | 1,609 | 1,233 |
Total operating expenses | 4,161 | 5,642 |
Income (loss) from operations | 1,479 | (5,642) |
Interest income | 66 | 1 |
Pre-tax income (loss) | 1,545 | (5,641) |
Income tax benefit | 1,277 | |
Net income (loss) and comprehensive income (loss) | $ 2,822 | $ (5,641) |
Weighted average shares outstanding: | ||
Basic (in shares) | 10,358,111 | 9,545,451 |
Diluted (in shares) | 10,605,946 | 9,545,451 |
Net income (loss) per share: | ||
Basic (in dollars per share) | $ 0.27 | $ (0.59) |
Diluted (in dollars per share) | $ 0.27 | $ (0.59) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock Direct Offering | Common Stock | Additional Paid in Capital Direct Offering | Additional Paid in Capital | Accumulated Deficit | Direct Offering | Total |
Balance at beginning of period at Dec. 31, 2021 | $ 95 | $ 253,771 | $ (232,247) | $ 21,619 | |||
Balance at beginning of period (in shares) at Dec. 31, 2021 | 9,545,451 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | (5,641) | (5,641) | |||||
Stock-based compensation | 192 | 192 | |||||
Balance at end of period at Mar. 31, 2022 | $ 95 | 253,963 | (237,888) | 16,170 | |||
Balance at end of period (in shares) at Mar. 31, 2022 | 9,545,451 | ||||||
Balance at beginning of period at Dec. 31, 2022 | $ 96 | 254,516 | (252,078) | $ 2,534 | |||
Balance at beginning of period (in shares) at Dec. 31, 2022 | 9,645,711 | 9,645,711 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | 2,822 | $ 2,822 | |||||
Direct offering | $ 7 | $ 1,430 | $ 1,437 | ||||
Direct offering (in shares) | 718,474 | ||||||
Direct offering of pre-funded warrants | 3,545 | 3,545 | |||||
Stock-based compensation | 264 | 264 | |||||
Issuance of common stock, restricted stock vesting | $ 1 | (1) | |||||
Issuance of common stock, restricted stock vesting (in shares) | 84,000 | ||||||
Balance at end of period at Mar. 31, 2023 | $ 104 | $ 259,754 | $ (249,256) | $ 10,602 | |||
Balance at end of period (in shares) at Mar. 31, 2023 | 10,448,185 | 10,448,185 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 2,822 | $ (5,641) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1 | 21 |
Stock-based compensation | 264 | 192 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 40 | 207 |
Accounts payable, accrued research and development, lease liabilities and other accrued expenses | 139 | 485 |
Net cash provided by (used in) operating activities | 3,266 | (4,736) |
Cash flows from financing activities: | ||
Net cash provided by financing activities | 4,982 | 0 |
Net change in cash, cash equivalents and restricted cash | 8,248 | (4,736) |
Cash, cash equivalents and restricted cash at beginning of period | 7,329 | 25,139 |
Cash, cash equivalents and restricted cash at end of period | 15,577 | 20,403 |
Direct Offering | ||
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 1,437 | 0 |
Proceeds from issuance of pre-funded warrants | $ 3,545 | $ 0 |
Organization and Nature of the
Organization and Nature of the Business | 3 Months Ended |
Mar. 31, 2023 | |
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 pulmonary hypertension, or PH, using its proprietary delivery system, INOpulse. The Company has three wholly-owned subsidiaries: Bellerophon BCM LLC, a Delaware limited liability company; Bellerophon Pulse Technologies LLC, a Delaware limited liability company; and Bellerophon Services, Inc., a Delaware corporation. 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 post-top-line results, expected mid-year 2023, for which the Company may be required to significantly reduce or cease operations. ● The risk that the Company will be unable to obtain adequate funds to alleviate the substantial doubt about its ability to continue as a going concern. ● 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 will impact its clinical trials, employees and suppliers. While the pandemic did not materially affect the Company’s financial results and business operations in the three months ended March 31, 2023, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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, or U.S. GAAP, 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 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, 2022, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The results of operations for the three months ended March 31, 2023 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 accrued research and development expenses, stock-based compensation, common stock warrant liabilities and income taxes. Actual results could differ from those estimates. (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 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 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 Warrants 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 right of use (“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. Lease expense is recognized on a straight-line basis over the term of the lease. Lease liabilities 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 ROU assets or related lease liabilities for leases 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 months ended March 31, 2023 and 2022 were de minimis. (h) Revenue from Contracts with Customers To date the Company’s only revenue has consisted of license revenue. The Company has not generated any revenue from product sales and does not expect to generate any revenue from product sales for the foreseeable future. The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. If a contract is determined to be within the scope of ASC 606 at inception, the Company assesses the goods or services promised within such contract, determines which of those goods and services are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Specifically, license revenue relates to license fees from the Company’s license agreement granting a customer with the right to use the Company’s intellectual property for development and commercialization activities within an authorized territory. The Company must first assess whether the license is distinct, which depends upon whether the customer can benefit from the license and whether the license is separate from other performance obligations in the agreement. If the license is distinct, the Company must further assess whether the customer has a right to access or a right to use the license depending on whether the functionality of the license is expected to substantively change over time. If the license is not expected to substantively change, the revenue is recognized at a point in time when the license is provided. If the license is expected to substantively change, the revenue is recognized over the license period. The Company’s license agreement entered into during the three months ended March 31, 2023 was determined to be a right to use license and accordingly, the revenue was recognized at a point in time. (i) New Accounting Pronouncements Not Yet Adopted In June 2022, the FASB issued ASU No. 2022-03: ASC Subtopic 820 - Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in ASU 2022-03 are effective for the Company for fiscal years beginning after December 15, 2023, and the interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is evaluating the impact of this pronouncement on its consolidated financial statements and related disclosures. |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2023 | |
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 $15.2 million as of March 31, 2023. The Company’s existing cash and cash equivalents as of March 31, 2023, will be used primarily to fund the Phase 3 trial of INOpulse for fILD. The Company evaluated whether there are any 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 March 31, 2022 are not sufficient to satisfy its operating cash needs for at least one year after the filing of this Quarterly Report on Form 10-Q.Accordingly, substantial doubt about the Company’s ability to continue as a going concern exists. 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 net operating losses (“NOLs”) and research and development (“R&D”) tax credits subject to program availability and approval, existing working capital and funding from potential future collaboration or licensing 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. |
Right of Use Assets and Leases
Right of Use Assets and Leases | 3 Months Ended |
Mar. 31, 2023 | |
Right of Use Assets and Leases | |
Right of Use Assets and Leases | (4) Right of Use Assets and Leases The Company historically maintained 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 was for a term of four years with an expiration date of March 31, 2023, with the Company’s right to extend the original term for one period of five years. During the three months ended March 31, 2023, the Company decided not to renew the lease associated with its corporate headquarters and decided to vacate the premises upon the expiration of the existing lease. The laboratory lease is for a term of three years and nine months with an expiration date of April 30, 2023, with the Company’s right to extend the original term for one period of 90 days. During the three months ended March 31, 2023, the Company agreed to a short-term lease extension of the existing laboratory space through August 2023. The existing laboratory space is deemed to have adequate office space to meet the Company’s needs and will serve as the Company’s corporate headquarters. Operating lease expense is recognized on a straight-line basis over the respective lease term. The Company does not recognize right of use assets or related lease liabilities for leases 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 months ended March 31, 2023 and 2022 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 March 31, 2023 2022 Cash paid for operating lease liability $ 197 $ 193 Operating lease expenses $ 177 $ 177 Weighted average remaining lease term 0.1 years 1.0 years Weighted average discount rate 4.57 % 4.93 % Maturities of the lease liability as of March 31, 2023 were as follows: 2023 $ 8 Less imputed interest — Total operating lease liability $ 8 |
Common Stock Warrants and Warra
Common Stock Warrants and Warrant Liability | 3 Months Ended |
Mar. 31, 2023 | |
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 to purchase shares of common stock to investors that were immediately exercisable with an original expiration date of 5 years from issuance at an exercise price of $12.00 per share (the “2016 Warrants”). Of the 2016 Warrants issued, 557,699 warrants were either previously exercised or expired unexercised, leaving 585,139 warrants outstanding as of March 31, 2023, all of which are equity classified. None of the 2016 Warrants were exercised during the three months ended March 31, 2023 or 2022. On May 15, 2017, the Company issued, to an investor, warrants to purchase 66,666 shares of common stock that became exercisable commencing six months from their issuance with an expiration date 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 of common stock that were immediately exercisable with an expiration date 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 March 31, 2023 all of these warrants have expired, unexercised. On September 29, 2017, the Company issued warrants to purchase 1,296,650 shares of common stock that became exercisable commencing six months from their issuance with an expiration date five years from the initial exercise date (March 29, 2023) 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 March 31, 2023, all of these warrants expired, unexercised. On March 3, 2023, the Company entered into a subscription agreement with an institutional investor, pursuant to which the Company agreed to issue and sell in a registered direct offering (i) an aggregate of 718,474 shares of common stock, $0.01 par value per share and (ii) 1,781,526 pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of common stock. The Pre-Funded Warrants were sold at an offering price of $1.99 per Pre-Funded Warrant, which represents the per share offering price for the common stock less a $0.01 per share exercise price for each such Pre-Funded Warrant. The Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage, but not in excess of 19.99%, by providing at least 61 days prior notice to the Company. The Pre-Funded Warrants cannot not require cash settlement, are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, and do not embody an obligation for the Company to repurchase its shares and permit the holders to receive a fixed number of shares of common stock upon exercise. Additionally, the Pre-Funded Warrants do not provide any guarantee of value or return. Accordingly, the Pre-Funded Warrants are classified as a component of permanent equity. The following table summarizes warrant activity for the three months ended March 31, 2023 (fair value amount in thousands): Equity Classified Liability Classified Warrants Warrants Estimated Fair Value Warrants outstanding as of December 31, 2022 1,881,789 — $ — Expired (1,296,650) — — Issued 1,781,526 — — Warrants outstanding as of March 31, 2023 2,366,665 — $ — The following table summarizes warrant activity for the three months ended March 31, 2022 (fair value amount in thousands): Equity Classified Liability Classified Warrants Warrants Estimated Fair Value Warrants outstanding as of December 31, 2021 1,881,789 70,666 $ 1 Change in fair value of common stock warrant liability recognized in consolidated statement of operations — — — Warrants outstanding as of March 31, 2022 1,881,789 70,666 $ 1 See Note 6 for determination of the fair value of the common stock warrant liability. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
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. There were no liabilities measured at fair value as of March 31, 2023 or December 31, 2022. 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. There were no outstanding liability classified warrants as of March 31, 2023 and December 31, 2022. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
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. As of March 31, 2023, the Company had 65,834 shares available for grant with an aggregate of 1,479,652 shares of common stock authorized under the 2015 Plan. As of March 31, 2023, there was approximately $0.9 million of total unrecognized compensation expense related to unvested stock awards. This expense is expected to be recognized over a weighted-average period of 2.5 years. No tax benefit was recognized during the three months ended March 31, 2023 and 2022 related to stock-based compensation expense since the Company expects to incur and has incurred operating losses and has established a full valuation allowance to offset all of the potential tax benefits associated with its deferred tax assets. Options The weighted average grant-date fair values of options issued during the three months ended March 31, 2023 was $1.52. There were no options issued during the three months ended March 31, 2022. The following are the weighted average assumptions used in estimating the fair values of options issued during the three months ended March 31, 2023: Three Months Ended March 31, 2023 Valuation assumptions: Risk-free rate 3.86 % Expected volatility 136.83 % Expected term (years) 6.0 Dividend yield — A summary of option activity under the 2015 and 2014 Plans for the three months ended March 31, 2023 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, 2022 322,038 $ 3.10 - 199.20 $ 12.58 6.7 Granted 516,000 1.52 1.52 Forfeited (5,177) 4.06 - 180.00 23.40 Options outstanding as of March 31, 2023 832,861 $ 1.52 - 199.20 $ 5.66 8.6 Options vested and exercisable as of March 31, 2023 311,210 $ 1.52 - 199.20 $ 12.49 6.5 The intrinsic value of options outstanding, vested and exercisable as of March 31, 2023 was $0.5 million. Restricted Stock All restricted stock awards granted under the 2015 Plan during the three months ended March 31, 2023 were in relation to director compensation and vested in full by the three months ended March 31, 2023. A summary of restricted stock activity under the 2015 Plan for the three months ended March 31, 2023 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, 2022 165,500 $ 2.23 $ 0.7 0.9 Granted 84,000 1.52 0.1 Vested (86,500) (1) 1.53 (0.1) Forfeited (15,000) 1.11 — Restricted stock outstanding as of March 31, 2023 148,000 $ 2.35 $ 0.7 0.7 (1) 2,500 restricted stock units vested during the three months ended March 31, 2023, however, the common stock was subsequently issued in April 2023. 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 three months ended March 31, 2023, 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, 2022 864 $ 124.05 - 131.55 $ 124.50 0.2 Expired (812) 124.05 124.05 Options outstanding as of March 31, 2023 52 $ 131.55 $ 131.55 0.1 Options vested and exercisable as of March 31, 2023 52 $ 131.55 $ 131.55 0.1 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 three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, 2023 2022 Research and development $ 101 $ 113 General and administrative 163 79 Total expense $ 264 $ 192 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue | |
Revenue | (8) Revenue Licensing Revenue The Company’s sources of revenue are detailed in Note 2, Summary of Significant Accounting Policies . Performance Obligations |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes | |
Income Taxes | (9) Income Taxes Excluding the impact of the sale of the state net operating losses (“NOL”) and research and development tax credits during the three months ended March 31, 2023, the effective tax rate for each of the three months ended March 31, 2023 and 2022 was 38.8% and zero, respectively. The effective tax rate for the three months ended March 31, 2023 exceeded the federal statutory rate due to the impact of the $0.6 million paid to the Chinese tax authorities for required withholding taxes applicable under Chinese tax regulations. The $0.6 million payment of withholdings taxes are eligible for a credit under U.S. income tax regulations and as such are recorded as an income tax expense for the period. The effective tax rate for the three months ended March 31, 2022 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 2023 excluding any benefits from any sales of net operating losses or research and development (“R&D”), tax credits is expected to be greater than zero because of the impact of the withholding taxes paid to the Chinese tax authorities described above, however, the Company expects to generate additional losses and currently has maintained 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. Subject to state approval, the Company plans to sell NOLs and Research and Development credits under the State of New Jersey’s Technology Business Tax Certificate Transfer Program in the future. The proceeds from such sales are recorded as income tax benefit when sales occur and proceeds are received. During January 2023, the Company completed the sale of $19.7 million of state NOLs and $0.1 million of R&D tax credit under the State of New Jersey’s Business Tax Certificate Transfer Program for net proceeds of $1.7 million. As of March 31, 2023, 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 Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Net Income (Loss) Per Share | |
Net Income (Loss) Per Share | (10) Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares outstanding during the period, as applicable. Included in the calculation of the weighted average number of shares outstanding for the basic net income per share calculation for the three months ended March 31, 2023 is the 1,781,526 pre-funded warrants, as described in Note 5 – Common Stock Warrants and Warrant Liability The following table sets forth the computation of basic and diluted net income (loss) per common share for the three months ended March 31, 2023 and 2022 (in thousands, expect per share amounts): Three months ended March 31, 2023 2022 Net income (loss) $ 2,822 $ (5,641) Weighted-average shares: Basic 10,358,111 9,545,451 Effect of dilutive securities: Options 168,844 — Restricted Stock 78,991 — Diluted 10,605,946 9,545,451 Net income (loss) per share: Basic $ 0.27 $ (0.59) Diluted $ 0.27 $ (0.59) As of March 31, 2023, the Company had 220,930 options to purchase shares and 585,139 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. As of March 31, 2022, the Company had 326,315 options to purchase shares and 1,952,455 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 | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (11) 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) | 3 Months Ended |
Mar. 31, 2023 | |
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, or U.S. GAAP, 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 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, 2022, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The results of operations for the three months ended March 31, 2023 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 accrued research and development expenses, stock-based compensation, common stock warrant liabilities and income taxes. Actual results could differ from those estimates. |
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 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 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 Warrants | (d) Common Stock Warrants 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 right of use (“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. Lease expense is recognized on a straight-line basis over the term of the lease. Lease liabilities 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 ROU assets or related lease liabilities for leases 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 months ended March 31, 2023 and 2022 were de minimis. |
Revenue from Contracts with Customers | (h) Revenue from Contracts with Customers To date the Company’s only revenue has consisted of license revenue. The Company has not generated any revenue from product sales and does not expect to generate any revenue from product sales for the foreseeable future. The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. If a contract is determined to be within the scope of ASC 606 at inception, the Company assesses the goods or services promised within such contract, determines which of those goods and services are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Specifically, license revenue relates to license fees from the Company’s license agreement granting a customer with the right to use the Company’s intellectual property for development and commercialization activities within an authorized territory. The Company must first assess whether the license is distinct, which depends upon whether the customer can benefit from the license and whether the license is separate from other performance obligations in the agreement. If the license is distinct, the Company must further assess whether the customer has a right to access or a right to use the license depending on whether the functionality of the license is expected to substantively change over time. If the license is not expected to substantively change, the revenue is recognized at a point in time when the license is provided. If the license is expected to substantively change, the revenue is recognized over the license period. The Company’s license agreement entered into during the three months ended March 31, 2023 was determined to be a right to use license and accordingly, the revenue was recognized at a point in time. |
New Accounting Pronouncements | (i) New Accounting Pronouncements Not Yet Adopted In June 2022, the FASB issued ASU No. 2022-03: ASC Subtopic 820 - Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in ASU 2022-03 are effective for the Company for fiscal years beginning after December 15, 2023, and the interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is evaluating the impact of this pronouncement on its consolidated financial statements and related disclosures. |
Right of Use Assets and Leases
Right of Use Assets and Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Right of Use Assets and Leases | |
Schedule of right of use assets and related lease liabilities | Information related to the Company’s right-of-use asset and related lease liability were as follows ($ amounts in thousands): Three Months Ended March 31, 2023 2022 Cash paid for operating lease liability $ 197 $ 193 Operating lease expenses $ 177 $ 177 Weighted average remaining lease term 0.1 years 1.0 years Weighted average discount rate 4.57 % 4.93 % |
Schedule of maturities of lease liabilities | Maturities of the lease liability as of March 31, 2023 were as follows: 2023 $ 8 Less imputed interest — Total operating lease liability $ 8 |
Common Stock Warrants and War_2
Common Stock Warrants and Warrant Liability (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Common Stock Warrants and Warrant Liability | |
Schedule of warrant activity | The following table summarizes warrant activity for the three months ended March 31, 2023 (fair value amount in thousands): Equity Classified Liability Classified Warrants Warrants Estimated Fair Value Warrants outstanding as of December 31, 2022 1,881,789 — $ — Expired (1,296,650) — — Issued 1,781,526 — — Warrants outstanding as of March 31, 2023 2,366,665 — $ — The following table summarizes warrant activity for the three months ended March 31, 2022 (fair value amount in thousands): Equity Classified Liability Classified Warrants Warrants Estimated Fair Value Warrants outstanding as of December 31, 2021 1,881,789 70,666 $ 1 Change in fair value of common stock warrant liability recognized in consolidated statement of operations — — — Warrants outstanding as of March 31, 2022 1,881,789 70,666 $ 1 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of weighted average assumptions used in estimating the fair value of options issued | Three Months Ended March 31, 2023 Valuation assumptions: Risk-free rate 3.86 % Expected volatility 136.83 % Expected term (years) 6.0 Dividend yield — |
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 three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, 2023 2022 Research and development $ 101 $ 113 General and administrative 163 79 Total expense $ 264 $ 192 |
Bellerophon 2015 And 2014 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of option activity | 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, 2022 322,038 $ 3.10 - 199.20 $ 12.58 6.7 Granted 516,000 1.52 1.52 Forfeited (5,177) 4.06 - 180.00 23.40 Options outstanding as of March 31, 2023 832,861 $ 1.52 - 199.20 $ 5.66 8.6 Options vested and exercisable as of March 31, 2023 311,210 $ 1.52 - 199.20 $ 12.49 6.5 |
Summary of restricted stock activity | A summary of restricted stock activity under the 2015 Plan for the three months ended March 31, 2023 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, 2022 165,500 $ 2.23 $ 0.7 0.9 Granted 84,000 1.52 0.1 Vested (86,500) (1) 1.53 (0.1) Forfeited (15,000) 1.11 — Restricted stock outstanding as of March 31, 2023 148,000 $ 2.35 $ 0.7 0.7 |
Ikaria Equity Incentive Plans prior to February 12, 2014 | |
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 three months ended March 31, 2023, 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, 2022 864 $ 124.05 - 131.55 $ 124.50 0.2 Expired (812) 124.05 124.05 Options outstanding as of March 31, 2023 52 $ 131.55 $ 131.55 0.1 Options vested and exercisable as of March 31, 2023 52 $ 131.55 $ 131.55 0.1 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Net Income (Loss) Per Share | |
Schedule of earnings per share | The following table sets forth the computation of basic and diluted net income (loss) per common share for the three months ended March 31, 2023 and 2022 (in thousands, expect per share amounts): Three months ended March 31, 2023 2022 Net income (loss) $ 2,822 $ (5,641) Weighted-average shares: Basic 10,358,111 9,545,451 Effect of dilutive securities: Options 168,844 — Restricted Stock 78,991 — Diluted 10,605,946 9,545,451 Net income (loss) per share: Basic $ 0.27 $ (0.59) Diluted $ 0.27 $ (0.59) |
Organization and Nature of th_2
Organization and Nature of the Business (Details) | Mar. 31, 2023 subsidiary |
Organization and Nature of the Business | |
Number of wholly-owned subsidiaries | 3 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
Summary of Significant Accounting Policies | |
Number of reportable segments | 1 |
Liquidity (Details)
Liquidity (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Liquidity | ||
Cash and cash equivalents | $ 15,172 | $ 6,924 |
Right of Use Assets and Lease_2
Right of Use Assets and Leases (Details) | 3 Months Ended |
Mar. 31, 2023 period lease | |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Right of Use Assets and Leases | ||
Cash paid for operating lease liability | $ 197 | $ 193 |
Operating lease expenses | $ 177 | $ 177 |
Weighted average remaining lease term | 1 month 6 days | 1 year |
Weighted average discount rate | 4.57% | 4.93% |
Operating leases | ||
2023 | $ 8 | |
Total operating lease liabilities | $ 8 |
Common Stock Warrants and War_3
Common Stock Warrants and Warrant Liability (Details) | 3 Months Ended | ||||||
Mar. 03, 2023 D $ / shares shares | Sep. 29, 2017 $ / shares shares | May 15, 2017 $ / shares shares | Nov. 29, 2016 $ / shares shares | Mar. 31, 2023 $ / shares shares | Mar. 31, 2022 shares | Dec. 31, 2022 $ / shares | |
Class of Warrant or Right | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Direct Offering | |||||||
Class of Warrant or Right | |||||||
Direct offering (in shares) | 718,474 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||||
2016 Warrants | |||||||
Class of Warrant or Right | |||||||
Warrants issued (in shares) | 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) | $ / shares | $ 12 | ||||||
Warrants exercises (in shares) | 0 | 0 | |||||
Equity, 2016 Warrant | |||||||
Class of Warrant or Right | |||||||
Warrant exercised or expired unexercised | 557,699 | ||||||
Warrants, outstanding (in shares) | 585,139 | ||||||
Investor warrants | |||||||
Class of Warrant or Right | |||||||
Warrants issued (in shares) | 66,666 | ||||||
Stock purchase price (in dollars per share) | $ / shares | $ 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 (in shares) | 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) | $ / shares | $ 28.125 | ||||||
2017 Warrants | |||||||
Class of Warrant or Right | |||||||
Warrants issued (in shares) | 1,296,650 | ||||||
Stock purchase price (in dollars per share) | $ / shares | $ 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 | ||||||
Pre-Funded Warrants | Direct Offering | |||||||
Class of Warrant or Right | |||||||
Warrants issued (in shares) | 1,781,526 | ||||||
Exercise price per full share of stock (in dollars per share) | $ / shares | $ 1.99 | ||||||
Exercise price of warrant less of common stock (in dollars per share) | $ / shares | $ 0.01 | ||||||
Warrants holder's beneficial ownership (as percentage) | 9.99% | ||||||
Warrants holder's maximum beneficial ownership (as percentage) | 19.99% | ||||||
Notice period of change in beneficial ownership percentage | D | 61 |
Common Stock Warrants and War_4
Common Stock Warrants and Warrant Liability - Warrant Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Nov. 29, 2016 | Mar. 31, 2023 | Mar. 31, 2022 | |
Estimated Fair Value | |||
Beginning balance | $ 0 | ||
Ending balance | $ 0 | ||
2016 Warrants | |||
Warrants | |||
Warrants issued (in shares) | 1,142,838 | ||
Exercises (in shares) | 0 | 0 | |
2016 Warrants | Equity Classified | |||
Warrants | |||
Beginning balance (in shares) | 1,881,789 | 1,881,789 | |
Expired (in shares) | (1,296,650) | ||
Warrants issued (in shares) | 1,781,526 | ||
Ending balance (in shares) | 2,366,665 | 1,881,789 | |
2016 Warrants | Liability Classified | |||
Warrants | |||
Beginning balance (in shares) | 70,666 | ||
Ending balance (in shares) | 70,666 | ||
Estimated Fair Value | |||
Beginning balance | $ 1 | ||
Ending balance | $ 1 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Measurements | ||
Common stock warrant liability | $ 0 | $ 0 |
Liabilities, fair value disclosure | $ 0 | $ 0 |
Stock-Based Compensation - Ince
Stock-Based Compensation - Incentive Plans (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock-Based Compensation | ||
Options, outstanding, intrinsic value | $ 500,000 | |
Bellerophon Equity Incentive Plans | ||
Stock-Based Compensation | ||
Unrecognized compensation expense | $ 900,000 | |
Weighted-average period unrecognized compensation expense is to be recognized | 2 years 6 months | |
Tax benefit recognized related to stock-based compensation expense | $ 0 | $ 0 |
2014 Equity Incentive Plan | Minimum | ||
Stock-Based Compensation | ||
Award, vesting period | 1 year | |
2014 Equity Incentive Plan | Maximum | ||
Stock-Based Compensation | ||
Award, vesting period | 4 years | |
2015 Equity Incentive Plan | ||
Stock-Based Compensation | ||
Shares available for grant (in shares) | 65,834 | |
Shares authorized for grant (in shares) | 1,479,652 | |
Ikaria Equity Incentive Plans prior to February 12, 2014 | ||
Stock-Based Compensation | ||
Options, outstanding, intrinsic value | $ 0 | |
Options, vested and expected to vest, exercisable, aggregate intrinsic value | $ 0 | |
Bellerophon 2015 And 2014 Equity Incentive Plan | ||
Stock-Based Compensation | ||
Weighted average grant date fair value (in dollars per share) | $ 1.52 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Fair Value of Options Issued (Details) - Bellerophon Equity Incentive Plans | 3 Months Ended |
Mar. 31, 2023 | |
Assumptions used in estimating the fair value of awards issued | |
Risk-free interest rate | 3.86% |
Expected volatility | 136.83% |
Expected term (in years) | 6 years |
Dividend yield | 0% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Option Activity (Details) - Bellerophon 2015 And 2014 Equity Incentive Plan - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Shares | |||
Options outstanding as of beginning of period (in shares) | 322,038 | ||
Granted (in shares) | 516,000 | 0 | |
Forfeited (in shares) | (5,177) | ||
Options outstanding as of end of period (in shares) | 832,861 | 322,038 | |
Options vested and exercisable (in shares) | 311,210 | ||
Range of Exercise Price | |||
Granted (in dollars per share) | 1.52 | ||
Weighted Average Exercise Price | |||
Options outstanding as of beginning of period, Weighted Average Price (in dollars per share) | $ 12.58 | ||
Granted (in dollars per share) | 1.52 | ||
Forfeited (in dollars per share) | 23.40 | ||
Options outstanding as of end of period, Weighted Average Price (in dollars per share) | 5.66 | $ 12.58 | |
Options vested and exercisable, Weighed Average Price (in dollars per share) | $ 12.49 | ||
Weighted Average Remaining Contractual Life (in years) | |||
Options outstanding, Weighted Average Remaining Contractual Life (in years) | 8 years 7 months 6 days | 6 years 8 months 12 days | |
Options outstanding, vested and exercisable, Weighted Average Remaining Contractual Life (in years) | 6 years 6 months | ||
Minimum | |||
Range of Exercise Price | |||
Exercise Price of options outstanding (in dollars per share) | $ 3.10 | ||
Forfeited (in dollars per share) | 4.06 | ||
Exercise Price of options outstanding (in dollars per share) | 1.52 | $ 3.10 | |
Exercise Price of options vested and exercisable (in dollars per share) | 1.52 | ||
Maximum | |||
Range of Exercise Price | |||
Exercise Price of options outstanding (in dollars per share) | 199.20 | ||
Forfeited (in dollars per share) | 180 | ||
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 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - 2015 Equity Incentive Plan - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Shares | ||
Restricted stock outstanding, beginning of period (in shares) | 165,500 | |
Restricted stock granted (in shares) | 84,000 | |
Restricted stock vested (in shares) | (86,500) | |
Restricted stock forfeited/canceled (in shares) | (15,000) | |
Restricted stock outstanding, end of period (in shares) | 148,000 | 165,500 |
Restricted stock vested and stock subsequently issued | 2,500 | |
Weighted Average Fair Value | ||
Restricted stock beginning of period, weighted average fair value (in dollars per share) | $ 2.23 | |
Restricted stock granted, weighted average fair value (in dollars per share) | 1.52 | |
Restricted stock forfeited/canceled, weighted average fair value (in dollars per share) | 1.11 | |
Restricted stock vested, weighted average fair value (in dollars per share) | 1.53 | |
Restricted stock end of period, weighted average fair value (in dollars per share) | $ 2.35 | $ 2.23 |
Aggregate Grant Date Fair Value (in millions) | ||
Restricted stock beginning of period, aggregate grant date fair value | $ 0.7 | |
Restricted stock granted, aggregate grant date fair value | 0.1 | |
Restricted stock forfeited/canceled, aggregate grant date fair value | 0 | |
Restricted stock vested, aggregate grant date fair value | (0.1) | |
Restricted stock end of period, aggregate grant date fair value | $ 0.7 | $ 0.7 |
Weighted Average Remaining Contractual Life (in years) | ||
Restricted stock, weighted average remaining contractual life (in years) | 8 months 12 days | 10 months 24 days |
Stock-Based Compensation - Ikar
Stock-Based Compensation - Ikaria Equity Incentive Plans (Details) - Ikaria Equity Incentive Plans prior to February 12, 2014 - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Shares | ||
Options outstanding as of beginning of period (in shares) | 864 | |
Expired (in shares) | (812) | |
Options outstanding as of end of period (in shares) | 52 | 864 |
Options outstanding, vested and exercisable ending balance (in shares) | 52 | |
Range of Exercise Price | ||
Expired (in dollars per share) | $ 124.05 | |
Weighted Average Exercise Price | ||
Options outstanding as of beginning of period, Weighted Average Price (in dollars per share) | 124.50 | |
Expired (in dollars per share) | 124.05 | |
Options outstanding as of end of period, Weighted Average Price (in dollars per share) | 131.55 | $ 124.50 |
Options outstanding, vested and exercisable, Weighed Average Price (in dollars per share) | $ 131.55 | |
Weighted Average Remaining Contractual Life (in years) | ||
Options outstanding, Weighted Average Remaining Contractual Life (in years) | 1 month 6 days | 2 months 12 days |
Options outstanding, vested and exercisable, Weighted Average Remaining Contractual Life (in years) | 1 month 6 days | |
Minimum | ||
Range of Exercise Price | ||
Exercise Price of options outstanding (in dollars per share) | $ 124.05 | |
Exercise Price of options outstanding (in dollars per share) | $ 124.05 | |
Maximum | ||
Range of Exercise Price | ||
Exercise Price of options outstanding (in dollars per share) | 131.55 | |
Exercise Price of options outstanding (in dollars per share) | 131.55 | $ 131.55 |
Weighted Average Exercise Price | ||
Options outstanding, vested and exercisable, Weighed Average Price (in dollars per share) | $ 131.55 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense, Net of Estimated Forfeitures (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock-based compensation expense by condensed consolidated statement of operations and comprehensive loss | ||
Total expense | $ 264 | $ 192 |
Research and development | ||
Stock-based compensation expense by condensed consolidated statement of operations and comprehensive loss | ||
Total expense | 101 | 113 |
General and administrative | ||
Stock-based compensation expense by condensed consolidated statement of operations and comprehensive loss | ||
Total expense | $ 163 | $ 79 |
Revenue (Details)
Revenue (Details) - License Agreement with Baylor BioSciences $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Net cash receipts | $ 5 |
Gross license fees | 6 |
VAT and withholding taxes | $ 1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2023 | |
Operating Loss Carryforwards | ||||
Effective income tax rate | 38.80% | 0% | ||
Material uncertain tax position | $ 0 | |||
Scenario, Forecast | Minimum | ||||
Operating Loss Carryforwards | ||||
Effective income tax rate | 0% | |||
New Jersey Division of Taxation | ||||
Operating Loss Carryforwards | ||||
Net Operating Loss (NOL) sold | $ 19,700 | |||
Research and Development credits sold | 100 | |||
Proceeds from sale of Net Operating Loss (NOL) and Research and Development credits sold | $ 1,700 | |||
Chinese tax authorities | ||||
Operating Loss Carryforwards | ||||
Income taxes withheld as required by tax authorities | $ 600 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income (loss) | $ 2,822 | $ (5,641) |
Weighted-average shares: | ||
Basic (in shares) | 10,358,111 | 9,545,451 |
Effect of dilutive securities: | ||
Diluted (in shares) | 10,605,946 | 9,545,451 |
Net income (loss) per share: | ||
Basic (in dollars per share) | $ 0.27 | $ (0.59) |
Diluted (in dollars per share) | $ 0.27 | $ (0.59) |
Pre-Funded Warrants | ||
Effect of dilutive securities: | ||
Warrants ( in shares) | 1,781,526 | |
Options | ||
Effect of dilutive securities: | ||
Dilutive securities | 168,844 | |
Restricted Stock | ||
Effect of dilutive securities: | ||
Dilutive securities | 78,991 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Options | ||
Net Loss Per Share | ||
Antidilutive securities excluded from computation of weighted average units outstanding (in shares) | 220,930 | 326,315 |
Warrant | ||
Net Loss Per Share | ||
Antidilutive securities excluded from computation of weighted average units outstanding (in shares) | 585,139 | 1,952,455 |