Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 03, 2020 | Jun. 30, 2019 | |
Document and Entity Information | |||
Entity Registrant Name | Bellerophon Therapeutics, Inc. | ||
Entity Central Index Key | 0001600132 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 6,132,393 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | true | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Public Float | $ 16 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 9,874 | $ 16,645 |
Restricted cash | 103 | 101 |
Prepaid expenses and other current assets | 405 | 650 |
Total current assets | 10,382 | 17,396 |
Restricted cash, non-current | 300 | 300 |
Right of use assets, net | 2,110 | 0 |
Property and equipment, net | 316 | 664 |
Total assets | 13,108 | 18,360 |
Current liabilities: | ||
Accounts payable | 3,106 | 2,755 |
Accrued research and development | 2,117 | 3,771 |
Accrued expenses | 1,703 | 1,013 |
Current portion of operating lease liabilities | 658 | 0 |
Total current liabilities | 7,584 | 7,539 |
Long term operating lease liabilities | 1,659 | 0 |
Common stock warrant liability | 274 | 6,965 |
Total liabilities | 9,517 | 14,504 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value per share; 200,000,000 shares authorized and 4,580,127 and 3,911,857 shares issued and outstanding at December 31, 2019 and 2018, respectively | 46 | 39 |
Preferred stock, $0.01 par value per share; 5,000,000 shares authorized, zero shares issued and outstanding at December 31, 2019 and 2018 | 0 | 0 |
Additional paid-in capital | 193,308 | 180,313 |
Accumulated deficit | (189,763) | (176,496) |
Total stockholders' equity | 3,591 | 3,856 |
Total liabilities and stockholders' equity | $ 13,108 | $ 18,360 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 125,000,000 |
Common stock, shares issued (in shares) | 4,580,127 | 3,911,857 |
Common stock, shares outstanding (in shares) | 4,580,127 | 3,911,857 |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating expenses: | |||||||||||
Research and development | $ 2,839 | $ 3,259 | $ 2,629 | $ 2,305 | $ 2,817 | $ 5,247 | $ 5,815 | $ 6,380 | $ 11,032 | $ 20,259 | $ 17,854 |
General and administrative | 1,476 | 1,332 | 1,596 | 2,037 | 1,867 | 1,584 | 2,058 | 2,112 | 6,441 | 7,621 | 6,745 |
Total operating expenses | 4,315 | 4,591 | 4,225 | 4,342 | 4,684 | 6,831 | 7,873 | 8,492 | 17,473 | 27,880 | 24,599 |
Loss from operations | (4,315) | (4,591) | (4,225) | (4,342) | (4,684) | (6,831) | (7,873) | (8,492) | (17,473) | (27,880) | (24,599) |
Change in fair value of common stock warrant liability | 178 | 215 | 673 | 1,616 | 3,676 | 17,840 | (3,689) | 7,050 | 2,682 | 24,877 | (30,403) |
Warrant amendment charge | 0 | 0 | (674) | 0 | 0 | 0 | 0 | 0 | (674) | 0 | 0 |
Interest and other income, net | 57 | 89 | 121 | 130 | 96 | 92 | 91 | 99 | 397 | 378 | 184 |
Pre-tax loss | (4,080) | (4,287) | (4,105) | (2,596) | (912) | 11,101 | (11,471) | (1,343) | (15,068) | (2,625) | (54,818) |
Income tax benefit (expense) | $ 0 | $ 0 | $ 0 | $ (1,801) | $ 0 | $ 0 | $ 0 | $ (5,439) | (1,801) | (5,439) | 0 |
Net (loss) income | $ (13,267) | $ 2,814 | $ (54,818) | ||||||||
Basic | |||||||||||
Basic (in shares) | 4,566,886 | 4,553,535 | 4,543,993 | 4,346,109 | 3,847,592 | 3,847,350 | 3,815,297 | 3,803,979 | 4,503,375 | 3,829,769 | 2,596,729 |
Diluted (in shares) | 4,566,886 | 4,553,535 | 4,543,993 | 4,346,109 | 3,971,715 | 4,302,967 | 3,815,297 | 4,806,712 | 4,503,375 | 4,336,593 | 2,596,729 |
Basic | |||||||||||
Basic (in dollars per share) | $ (0.89) | $ (0.94) | $ (0.90) | $ (0.18) | $ (0.24) | $ 2.89 | $ (3.01) | $ 1.08 | $ (2.95) | $ 0.73 | $ (21.11) |
Diluted (in dollars per share) | $ (0.89) | $ (0.94) | $ (0.90) | $ (0.18) | $ (1.15) | $ (1.55) | $ (3.01) | $ (0.60) | $ (2.95) | $ (5.07) | $ (21.11) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | $ (13,267) | $ 2,814 | $ (54,818) |
Other comprehensive (loss) income | |||
Unrealized gains (losses) on available-for-sale marketable securities | 0 | 4 | (4) |
Total other comprehensive income (loss) | 0 | 4 | (4) |
Net (loss) income | $ (13,267) | $ 2,818 | $ (54,822) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficiency in Assets) - USD ($) $ in Thousands | Total | PIPE Offering | Direct Offering | Warrant | Common Stock | Common StockPIPE Offering | Common StockDirect Offering | Common StockWarrant | Additional Paid in Capital | Additional Paid in CapitalPIPE Offering | Additional Paid in CapitalDirect Offering | Additional Paid in CapitalWarrant | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Balance at beginning of period (in shares) at Dec. 31, 2016 | 2,113,435 | |||||||||||||
Balance at beginning of period at Dec. 31, 2016 | $ 17,992 | $ 21 | $ 142,463 | $ 0 | $ (124,492) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net (loss) income | (54,818) | (54,818) | ||||||||||||
Other comprehensive income (loss) | (4) | (4) | ||||||||||||
Sale of common stock and warrants (in shares) | 1,296,650 | 133,333 | 191,505 | |||||||||||
Sale of common stock and warrants | $ 22,759 | $ 1,695 | $ 6,941 | $ 13 | $ 1 | $ 2 | $ 22,746 | $ 1,694 | $ 6,939 | |||||
Stock-based compensation (in shares) | 58,272 | |||||||||||||
Stock-based compensation | 2,841 | $ 1 | 2,840 | |||||||||||
Balance at end of period (in shares) at Dec. 31, 2017 | 3,793,195 | |||||||||||||
Balance at end of period at Dec. 31, 2017 | (2,594) | $ 38 | 176,682 | (4) | (179,310) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net (loss) income | 2,814 | 2,814 | ||||||||||||
Other comprehensive income (loss) | 4 | 4 | ||||||||||||
Sale of common stock and warrants (in shares) | 391 | 35,272 | ||||||||||||
Sale of common stock and warrants | 4 | $ 673 | $ 0 | $ 0 | 4 | $ 673 | ||||||||
Stock-based compensation (in shares) | 82,999 | |||||||||||||
Stock-based compensation | $ 2,955 | $ 1 | 2,954 | |||||||||||
Balance at end of period (in shares) at Dec. 31, 2018 | 3,911,857 | 3,911,857 | ||||||||||||
Balance at end of period at Dec. 31, 2018 | $ 3,856 | $ 39 | 180,313 | 0 | (176,496) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net (loss) income | (13,267) | (13,267) | ||||||||||||
Sale of common stock and warrants | 6,236 | $ 7 | 6,229 | |||||||||||
Surrender of shares to the Company for the payment of tax withholding obligations (in shares) | (13,547) | |||||||||||||
Surrender of shares to the Company for the payment of tax withholding obligations | (69) | (69) | ||||||||||||
Warrant amendment | 4,683 | 4,683 | ||||||||||||
Exercised (in shares) | 666,666 | |||||||||||||
Stock-based compensation (in shares) | 15,151 | |||||||||||||
Stock-based compensation | $ 2,152 | $ 0 | 2,152 | |||||||||||
Balance at end of period (in shares) at Dec. 31, 2019 | 4,580,127 | 4,580,127 | ||||||||||||
Balance at end of period at Dec. 31, 2019 | $ 3,591 | $ 46 | $ 193,308 | $ 0 | $ (189,763) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Deficiency in Assets) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | |
Common stock shares paid for and to be issued (in shares) | 19,284 | 19,284 |
PIPE Offering | ||
Underwriting discounts and commissions and offering expenses | $ 677 | |
Direct Offering | ||
Underwriting discounts and commissions and offering expenses | $ 187 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Cash flows from operating activities: | |||
Net (loss) income | $ (13,267) | $ 2,814 | $ (54,818) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||
Depreciation | 348 | 362 | 373 |
Stock-based compensation | 2,152 | 2,955 | 2,841 |
Change in fair value of common stock warrant liability | (2,682) | (24,877) | 30,403 |
Warrant amendment charge | 674 | 0 | 0 |
Accretion and amortization of discounts and premiums on marketable securities, net | 0 | 0 | (6) |
Issuance costs attributable to common stock warrant liability | 0 | 0 | 111 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | 245 | 2,709 | 2,972 |
Other non-current assets | 0 | 54 | 1,437 |
Accounts payable, accrued research and development and accrued expenses | (406) | 488 | 791 |
Net cash used in operating activities | (12,936) | (15,495) | (15,896) |
Cash flows from investing activities: | |||
Purchase of marketable securities | 0 | 0 | (5,981) |
Proceeds from sale of marketable securities | 0 | 3,000 | 8,558 |
Net cash provided by investing activities | 0 | 3,000 | 2,577 |
Cash flows from financing activities: | |||
Proceeds received from exercise of warrants | 0 | 190 | 2,299 |
Proceeds received from exercise of options | 0 | 4 | 0 |
Proceeds from issuance of common stock in Public Offering | 6,236 | 0 | 0 |
Proceeds from exercise of warrants pending issuance of common shares | 0 | 0 | 231 |
Proceeds from sale of Units in Secondary Offering, net of commissions and offering expenses | 0 | 0 | (235) |
Proceeds from sale of Units in PIPE Offering, net of offering expenses | 0 | (28) | 22,759 |
Proceeds from sale of Units in Direct Offering, net of commissions and offering expenses | 0 | 0 | 2,730 |
Tax withholding payments for stock compensation | (69) | 0 | 0 |
Net cash provided by financing activities | 6,167 | 166 | 27,784 |
Net change in cash, cash equivalents and restricted cash | (6,769) | (12,329) | 14,465 |
Cash, cash equivalents and restricted cash at beginning of year | 17,046 | 29,375 | 14,910 |
Cash, cash equivalents and restricted cash at end of year | 10,277 | 17,046 | 29,375 |
Non-cash investing activities: | |||
Change in unrealized holding gains on marketable securities, net | 0 | 4 | (4) |
Non-cash financing activities: | |||
Conversion of warrant liability to common stock upon exercise of warrants | 0 | 483 | 4,411 |
Unpaid expenses related to offerings | 0 | 0 | 28 |
Reclassification of warrant liability to equity on amendment of warrant agreements | 4,009 | 0 | 0 |
New right of use asset and operating lease | $ 322 | $ 0 | $ 0 |
Organization and Nature of the
Organization and Nature of the Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of the Business | 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. • The risk that the Company will be unable to obtain additional funds on a timely basis and hence there will be 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies (a) Basis of Presentation The financial statements have been prepared in accordance with U.S. generally accepted accounting principles or GAAP. Intercompany balances and transactions have been eliminated. The Company operates in one reportable segment and solely within the United States. Accordingly, no segment or geographic information has been presented. 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 prepaid and accrued research and development expenses, stock-based compensation, common stock warrant liability 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 - for - 15 reverse stock split of the Company's outstanding shares of common stock which became effective on February 7, 2020. The shares of common stock underlying the Company's outstanding options and warrants were also proportionately adjusted for the reverse stock split. In addition, the number of shares of common stock available for issuance under the Company’s equity incentive plans and employee stock purchase plan were proportionately adjusted for the reverse stock split. Further, the per share exercise prices for options granted under such plans and warrants were proportionately adjusted for the reverse stock split. There was no change to our authorized number of shares or to our par value per share. The reverse stock split reduced the number of shares of the Company’s common stock that were outstanding at February 10, 2020 from 69,053,548 to 4,603,460 , after the cancellation of fractional shares. No fractional shares were issued in connection with the reverse stock split. Stockholders who otherwise held fractional shares of the Company’s common stock as a result of the reverse stock split received a deminimis cash payment in lieu of such fractional shares. These consolidated financial statements give retroactive effect to such reverse stock split and all share and per share amounts have been adjusted accordingly. (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 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 8 - Stock-Based Compensation for a description of these assumptions. (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 liability 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 7 - Fair Value Measurements for a description of these assumptions. (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 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 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous generally accepted accounting principles. ASU 2016-02 requires a lessee to recognize a liability to make lease payments (the lease liability) and a right-of-use (ROU) asset representing its right to use the underlying asset for the lease term on the balance sheet. 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. In accordance with Topic 842, 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 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 year ended December 31, 2019 were de minimis. Financial information presented prior to January 1, 2019 has not been adjusted and is presented in accordance with ASC 840. Refer to the Recently Adopted Accounting Pronouncements section within this note below and Note 4 - Right of Use Assets and Leases for details about the Company's lease portfolio. (h) New Accounting Pronouncements Adopted I n February 2016, the FASB issued ASU No. 2016-02, “Leases” (ASU 2016-02) which along with subsequent ASUs, was codified as Accounting Standards Codification 842 (ASC 842) and provides accounting guidance for both lessee and lessor accounting models. The new standard became effective for the Company on January 1, 2019. The Company adopted the standard using the effective date method at the beginning of the year in which the new lease standard is adopted, rather than to the earliest comparative period presented in the financial statements. The recognition of lease liabilities and corresponding ROU assets had a material impact on our consolidated balance sheet. Upon adoption, as of January 1, 2019, we recognized a $2.6 million operating lease liability and a $2.3 million ROU asset. The adoption of this standard did not have a material impact on the Company's consolidated statements of operations, stockholders’ equity or cash flows. Not Yet Adopted In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The standard requires the disclosure of the range and weighted average used to develop significant unobservable inputs and how weighted average is calculated for recurring and nonrecurring Level 3 fair value measurements. The amendment is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years with early adoption permitted. The Company does not expect the standard to have a material impact on its consolidated financial statements. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Liquidity | 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 seek 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 cash and cash equivalents of $9.9 million as of December 31, 2019 . The Company's existing cash and cash equivalents as of December 31, 2019 , will be used primarily to complete the Phase 2b trial and to initiate the Phase 3 trial of INOpulse for PH-ILD as well as 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 effective shelf registration statement on Form S-3. Taking into consideration the cash proceeds from the April 1, 2020 registered direct offering and $3.1 million received in March 2020 from warrant exercises (see Note 6), the Company evaluated whether there are any remaining conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year beyond the filing of this Annual Report on Form 10-K. Based on such evaluation and the Company's current plans, management believes that the Company's existing cash and cash equivalents as of December 31, 2019 , proceeds expected to become available upon the sale of state net operating losses, or NOLs, and research and development (R&D) tax credits under the State of New Jersey’s Technology Business Tax Certificate Transfer Program, the proceeds from the registered direct offering completed on April 1, 2020 and the proceeds received from warrant exercises in March 2020 will be sufficient to satisfy the Company's operating cash needs for at least one year after the filing of this Annual Report on Form 10-K. The Company continues to pursue potential sources of funding, including equity financing and previously was able to obtain funding from equity offerings and sale of tax attributes, including: • On May 9, 2017, the Company entered into a Securities Purchase Agreement, or the Purchase Agreement, with a single institutional investor for the sale of 133,333 shares of its common stock at a purchase price of $22.50 per share and warrants to purchase up to an aggregate of 66,666 shares of its common stock, or the Direct Offering. The warrants became exercisable commencing six months from the issuance date at an exercise price equal to $22.50 per full share of common stock, subject to adjustments as provided under the terms of the warrants. The warrants are exercisable for five years from the initial exercise date. In addition, the Company issued to the placement agent of the Direct Offering warrants to purchase up to 4,000 shares. The placement agent warrants have substantially the same terms as the warrants issued to the investor, except that the placement agent warrants have an exercise price equal to $28.125 and will be exercisable for five years from the date of the closing of this offering. The closing of the sales of these securities under the Purchase Agreement occurred on May 15, 2017. The aggregate gross and net proceeds for the Direct Offering were $3.0 million and $2.7 million , respectively. • On September 26, 2017, the Company entered into a Securities Purchase Agreement, or the PIPE Purchase Agreement, pursuant to which the Company sold an aggregate of 1,296,650 shares of its common stock at a purchase price of $18.075 per share and warrants to purchase up to an aggregate of 1,296,650 shares of its common stock, or the PIPE Offering. The warrants will be initially exercisable commencing six months from the issuance date at an exercise price equal to $18.63 per full share of common stock, subject to adjustments as provided under the terms of the warrants. The warrants are exercisable for five years from the initial exercise date. The closing of the sales of these securities under the PIPE Purchase Agreement occurred on September 29, 2017. The aggregate gross and net proceeds for the PIPE Offering were $23.4 million and $22.8 million , respectively. • On June 25, 2018, the Company filed a shelf registration statement on Form S-3 with the SEC, which became effective on July 6, 2018. 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 $100 million of any combination of common stock, preferred stock, debt securities, warrants and rights, either individually or in units. • On January 25, 2019, the Company completed the sale of 666,666 shares of its common stock at a public offering price of $10.50 per share, resulting in net proceeds of $6.2 million , after deducting placement fees of $0.5 million and offering costs of $0.3 million . Such shares were sold pursuant to the Company's effective shelf registration statement on Form S-3. • On December 16, 2019, the Company entered into a Binding Term Sheet and Agreement for a Line of Credit Facility (the “Term Sheet”) with New Mountain Partners II AIV-A LP, New Mountain Partners II AIV-B LP, Allegheny New Mountain Partners LP, New Mountain Affiliated Investors II LP, Puissance Capital Management LP, Jonathan M. Peacock, Naseem Amin and Ted Wang (each a Lender and collectively, the “Lenders”). Pursuant to the Term Sheet, the Lenders will make available to the Company, on a pro rata basis, a $10,000,000 line of credit facility pursuant to which the Company will have the right to draw down $5,000,000 after March 31, 2020, provided that the Company has randomized the first patient in its iNO-PF Phase 3 clinical trial by such date, and another $5,000,000 after June 30, 2020, provided that no drawdowns shall be made later than December 31, 2020, and such drawdowns shall be convertible into shares of the Company’s common stock, immediately prior to a change of control pursuant to the terms and conditions of the Term Sheet (the “Credit Line”). It shall be a condition to each drawdown that there has been no material adverse change in the condition (financial or otherwise), properties, business or operation of the Company since the date of the Term Sheet. The Company agreed to pay the Lenders a fee in cash equal to $300,000 upon the occurrence of certain events, and this fee became payable as a result of the April 1, 2020 registered direct offering. The Company has no obligation to draw down on the Credit Line and anticipates that it would only do so if alternative financing is not available on more favorable terms. The Credit Line matures on December 16, 2021 and any amounts drawn will bear interest at 8.0% per annum, which is payable in kind. The Lenders have the right to require the repayment of the loan at any time after we complete a single capital raise with gross proceeds of at least $15,000,000 . Events of default under the Credit Line include a Change of Control, bankruptcy and insolvency. Immediately prior to the consummation of a Change of Control, each Lender will have a right to convert outstanding drawdown loan amounts into shares of common stock of the Company at a conversion price per share equal to $6.207 (subject to adjustment for stock splits and similar transactions); provided that the aggregate number of shares of common stock of the Company to be issued upon conversion of the drawdown loan amounts under the Credit Line to a Lender other than New Mountain Capital (or its affiliates), in addition to shares of Company common stock owned by or otherwise issued to such Lender, shall not exceed 19.99% of the Company’s issued and outstanding common stock in the aggregate pursuant to the Company’s obligations under Nasdaq Listing Rule 5635(c) (or any successor or similar rule or interpretation thereof) unless stockholder approval is obtained. • The 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 $61.5 million of state NOLs and $0.2 million of Research and Development credits under the State of New Jersey’s Technology Business Tax Certificate Transfer Program in February 2018 for net proceeds of $5.3 million and has sold an additional $20.0 million of state NOLs for net proceeds of $1.7 million in January 2019. The Company plans to sell additional NOLs and R&D 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. Until such time, if ever, as the Company can generate substantial product revenues, its 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 debt, the ownership interest of its existing stockholders will 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 | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Right of Use Assets and Leases | 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 the original term for one period of five years . The laboratory lease is for a term of three years and nine months with a term date of April 30, 2023, with the Company's right to extend the original term for one period of 90 days . The office and research facility as well as the laboratory operating leases are included in “Right of use assets, net” on the Company's December 31, 2019 consolidated balance sheet and represents the Company’s right to use the underlying assets for the respective lease term. The Company’s obligation to make lease payments are included in “Current portion of operating lease liabilities” and “Long term operating lease liabilities” on the Company's December 31, 2019 consolidated balance sheet. 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 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 year ended December 31, 2019 were de minimis. Information related to the Company's right of use assets and related lease liabilities is as follows ($ amounts in thousands): For the Year Ended December 31, 2019 Cash paid for operating lease liability $ 683 Operating lease expenses 642 Weighted average remaining lease term 3.26 years Weighted average discount rate 4.94 % Maturities of lease liabilities as of December 31, 2019 were as follows : 2020 757 2021 770 2022 783 2023 205 2,515 Less imputed interest (198 ) Total operating lease liabilities 2,317 Rent expenses for the year ended December 31, 2018 were $0.6 million . |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment as of December 31, 2019 and 2018 consist of the following (in thousands): December 31, December 31, Machinery and equipment $ 2,048 $ 2,048 Leasehold improvements 204 204 Furniture and fixtures 276 276 Property and equipment, gross 2,528 2,528 Less accumulated depreciation (2,212 ) (1,864 ) $ 316 $ 664 |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Common Stock Warrants | Common Stock Warrants 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. 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 ( 2 ) additional years (until November 29, 2023). The difference in fair market value of the warrants before and after the amendment, of $0.7 million , was recorded in the consolidated statement of operations as a warrant amendment charge. The fair market value of the amended warrants was reclassified from common stock warrant liability to stockholders' equity. The balance of the 2016 Warrants that were not amended could require cash settlement under certain circumstances, and therefore continue to be classified as liabilities and to be recorded at estimated fair value using a Black-Scholes-Merton pricing model. As of December 31, 2019 , 916,070 of the 2016 Warrants were outstanding, of which 839,899 were equity classified and 76,171 were liability classified. In March 2020, 254,769 of the November 2016 warrants were exercised for net proceeds of $3.1 million . 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 December 31, 2019 , 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 December 31, 2019 , all of these warrants were outstanding. The following table summarizes warrant activity for the year ended December 31, 2019 (fair value amount in thousands): Equity Classified Liability Classified Warrants Warrants Estimated Fair Value Beginning balance 1,296,650 986,736 $ 6,965 Reclassification of warrants to equity on amendment of warrant agreements 839,899 (839,899 ) (4,009 ) Change in fair value of common stock warrant liability recognized in consolidated statement of operations — — (2,682 ) Ending balance 2,136,549 146,837 $ 274 The following table summarizes warrant activity for the year ended December 31, 2018 (fair value amount in thousands): Equity Classified Liability Classified Warrants Warrants Estimated Fair Value Beginning balance 1,296,650 1,002,724 $ 32,325 Exercises — (15,988 ) (483 ) Change in fair value of common stock warrant liability recognized in consolidated statement of operations — — (24,877 ) Ending balance 1,296,650 986,736 $ 6,965 See Note 7 for determination of fair value of common stock warrant liability. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 December 31, 2019 for financial instruments measured at fair value on a recurring basis (in thousands): (Dollar amounts in thousands) Level 1 Level 2 Level 3 Total Common stock warrant liability $ — $ — $ 274 $ 274 The following table summarizes fair value measurements by level at December 31, 2018 for financial instruments measured at fair value on a recurring basis (in thousands): (Dollar amounts in thousands) Level 1 Level 2 Level 3 Total Common stock warrant liability $ — $ — $ 6,965 $ 6,965 The Company uses a Black-Scholes-Merton option pricing model to value its 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 uses its own historical volatility as well as comparable public companies as a basis for its expected volatility to calculate the fair value of common stock warrants due to its limited 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 increases or decreases in the unobservable inputs, with the exception of the risk-free interest rate, may result in significantly higher or lower fair value measurements. The following are the weighted average assumptions used in estimating the fair value of warrants outstanding as of December 31, 2019 and 2018 : December 31, 2019 December 31, 2018 Valuation assumptions: Risk-free interest rate 1.59 % 2.45 % Expected volatility 107.00 % 93.61 % Expected term (in years) 2.4 3.0 Dividend yield — % — % |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, the expected term of the option and expected volatility. The Company uses the Black-Scholes-Merton option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The expected term of stock options is estimated using the “simplified method,” as the Company has no historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock options grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of option grants due to its limited 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 option. For restricted stock, the fair value is the closing market price per share on the grant date. The estimation of the number of stock awards that will ultimately vest requires judgment, and to the extent actual results or revised estimates differ from the Company’s current estimates, such amounts will be recorded as an adjustment in the period in which estimates are revised. 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 to four years. 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 the aggregate number of shares available for the grant of awards to 333,333 and to increase the maximum number of shares available under the annual increase to 200,000 shares. On May 14, 2019, the Company's stockholders approved an additional amendment to the 2015 Plan to increase the aggregate number of shares reserved for issuance under the 2015 plan from 333,333 to 833,333 . As of December 31, 2019 , the Company had 486,200 shares available for grant. As of December 31, 2019 , there was approximately $2.9 million of total unrecognized compensation expense related to unvested stock awards. This expense is expected to be recognized over a weighted-average period of 2.6 years . No tax benefit was recognized during the years ended December 31, 2019 , 2018 and 2017 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 Compensation expense is measured based on the fair value of the option on the grant date and is recognized on a straight-line basis over the requisite service period, or sooner if vesting occurs sooner than on a straight-line basis. Options are forfeited if the employee ceases to be employed by the Company prior to vesting. The weighted average grant-date fair value of options issued during the years ended December 31, 2019 , 2018 and 2017 was $5.68 , $15.27 and $15.70 , respectively. The following are the weighted average assumptions used in estimating the fair value of options issued during the years ended December 31, 2019 , 2018 and 2017 . Year Ended December 31, 2019 December 31, 2018 December 31, 2017 Valuation assumptions: Risk-free interest rate 1.67 % 2.74 % 2.04 % Expected volatility 86.02 % 84.55 % 91.02 % Expected term (in years) 6.0 6.0 6.0 Dividend yield — % — % — % A summary of option activity under the 2015 Plan and 2014 Plan for the years ended December 31, 2019 , 2018 and 2017 is presented below: Bellerophon 2015 and 2014 Equity Incentive Plans Shares Exercise Price Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Options outstanding as of December 31, 2016 211,974 $ 7.35 - 199.20 $ 46.31 9.4 Granted 7,080 16.80 - 33.75 20.90 Exercised (66 ) 7.35 7.35 Forfeited (1,016 ) 7.35 - 180.00 23.28 Options outstanding as of December 31, 2017 217,972 $ 7.35 - 199.20 $ 45.61 8.4 Granted 245,527 13.65 - 43.80 20.91 Exercised (391 ) 7.35 - 29.10 7.80 Expired (532 ) 199.20 199.20 Forfeited (11,330 ) 7.35 - 180.00 29.82 Options outstanding as of December 31, 2018 451,246 $ 7.35 - 199.20 $ 32.41 8.6 Granted 221,562 7.50 - 13.20 7.87 Expired (133 ) 180.00 180.00 Forfeited (9,174 ) 7.35 - 180.00 35.03 Options outstanding as of December 31, 2019 663,501 $ 7.35 - 199.20 $ 24.15 8.3 Options vested and exercisable as of December 31, 2019 264,996 $ 7.35 - 199.20 $ 42.33 7.2 The intrinsic value of options outstanding, vested and exercisable as of December 31, 2019 was zero. Restricted Stock All restricted stock awards granted under the 2015 Plan during the twelve months ended December 31, 2019 were in relation to director compensation and vested in full on the grant date. A summary of restricted stock activity under the 2015 Plan for the years ended years ended December 31, 2019 , 2018 and 2017 is presented below: Bellerophon 2015 Equity Incentive Plan Shares Weighted Average Fair Value Aggregate Grant Date Fair Value (in millions) Weighted Average Remaining Contractual Life (in years) Restricted stock outstanding as of December 31, 2016 10,387 $ 30.75 $ 0.3 0.0 Granted 58,206 21.74 1.3 Vested (46,696 ) (23.97 ) (1.1 ) Restricted stock outstanding as of December 31, 2017 21,897 21.25 $ 0.5 0.2 Granted 82,999 21.16 1.8 Vested (40,531 ) (25.45 ) (1 ) Restricted stock outstanding as of December 31, 2018 64,365 18.49 $ 1.2 0.3 Granted 15,151 13.21 0.2 Vested (79,516 ) (17.48 ) (1.4 ) Restricted stock outstanding as of December 31, 2019 — — $ — — 0 Ikaria Equity Incentive Plans for Periods Prior to February 12, 2014 Options The Company has outstanding options that were assumed during its spin-out from Ikaria, Inc., or Ikaria. A summary of option activity under the assumed Ikaria 2007 stock option plan and the assumed Ikaria 2010 long term incentive plan for the years ended December 31, 2019 , 2018 and 2017 is presented below: Ikaria Equity Incentive Plans for Periods Prior to February 12, 2014 Shares Range of Exercise Price Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Options outstanding, vested and exercisable as of December 31, 2016 5,761 $ 116.55 - 268.8 $ 137.13 4.3 Forfeited (997 ) 116.55 - 223.65 132.17 Options outstanding, vested and exercisable as of December 31, 2017 4,764 $ 116.55 - 268.8 $ 138.17 4.0 Forfeited (170 ) 174.75 174.75 Options outstanding, vested and exercisable as of December 31, 2018 4,594 $ 116.55 - 268.8 $ 136.81 3.2 Forfeited (759 ) 116.55 - 223.65 129.65 Expired (372 ) 268.8 268.80 Options outstanding, vested and exercisable as of December 31, 2019 3,463 $ 116.55 - 223.65 $ 124.21 2.3 There were no options exercised during the years ended December 31, 2019 , 2018 and 2017 . The intrinsic value of options outstanding, vested and exercisable as of December 31, 2019 was zero . Stock-Based Compensation Expense, Net of Estimated Forfeitures The following table summarizes the stock-based compensation expense for the years ended December 31, 2019 , 2018 and 2017 . The following disclosures include stock-based compensation expense recognized under the 2015 Plan and the 2014 Plan (in thousands): Year Ended December 31, (in thousands) 2019 2018 2017 Research and development $ 691 $ 721 $ 850 General and administrative 1,461 2,234 1,991 Total expense $ 2,152 $ 2,955 $ 2,841 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Prior to its conversion to a Delaware corporation in February 2015, the Company was a Delaware limited liability company, or LLC, that passed through income and losses to its members for U.S. federal and state income tax purposes. As a result of its conversion to a Delaware corporation, the Company recognized deferred income taxes through income tax expense related to temporary differences that existed as of the date of its tax status change. The Company’s tax rate for 2019 and 2018 are ( 13.6% ) and ( 193.2% ), respectively, due to the fact that it sold its New Jersey state Net Operating Losses and Credits and recognized the sale as a benefit . The Company expects to generate additional losses and currently has a full valuation allowance. The Company may be subject to certain limitations in its annual utilization of NOL carry forwards to off-set future taxable income (and of tax credit carry forwards to off-set future tax expense) pursuant to Section 382 of the Internal Revenue Code, which could result in tax attributes expiring unused. A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2019 , 2018 and 2017 is as follows: Year Ended December 31, Year Ended December 31, Year Ended December 31, U.S. federal statutory rate 21 % 21 % 34 % 2017 Tax Act — % — % (23.9 )% State and local taxes, net of federal tax effect 0.4 % 105.9 % 5.7 % Research tax credits 5.5 % (53.3 )% 10.4 % Valuation allowance (34.4 )% 104 % (4.5 )% Prior year adjustments 5.0 % 5.4 % 0.9 % Sale of NOLs and R&D tax credits (13.6 )% (193.3 )% — % Expenses associated with common stock warrant liability (a) 3.2 % (185.6 )% (18.9 )% Incentive stock options, non-deductible (0.7 )% 2.7 % (3.8 )% (13.6 )% (193.2 )% 0 % (a) Represents change in fair value and attributable issuance costs Deferred taxes as of December 31, 2019 and 2018 reflect the tax effects of the differences between the amounts recorded as assets and liabilities for financial reporting purposes and the comparable amounts recorded for income tax purposes. Significant components of the deferred tax assets (liabilities) at December 31, 2019 are as follows (in thousands): December 31, 2019 Assets (Liabilities) Net operating loss carryforwards $ 25,651 $ — Research tax credit carryforwards 25,228 — Property and equipment — (16 ) Stock based compensation 1,594 — Intangible assets 6,027 — Lease liability 58 Accrued expenses 1,006 — Subtotal 59,564 (16 ) Valuation allowance (59,548 ) — Total deferred tax assets (liabilities) $ 16 $ (16 ) Net deferred tax assets $ — Significant components of the deferred tax assets (liabilities) at December 31, 2018 are as follows (in thousands): December 31, 2018 Assets (Liabilities) Net operating loss carryforwards $ 22,325 $ — Research tax credit carryforwards 23,828 — Property and equipment — (69 ) Stock based compensation 1,290 — Intangible assets 6,691 — Accrued expenses 920 — Subtotal 55,054 (69 ) Valuation allowance (54,985 ) — Total deferred tax assets (liabilities) $ 69 $ (69 ) Net deferred tax assets $ — 0 A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2019 , management believed that it was more likely than not that the deferred tax assets would not be realized, based on future operations, consideration of tax strategies and the reversal of deferred tax liabilities. The valuation allowance is required until the Company has sufficient positive evidence of taxable income necessary to support realization of its deferred tax assets. A valuation allowance release is recognized as an income tax benefit. As of December 31, 2019 , the Company has available net operating loss, or NOL, carry forwards for federal income tax reporting purposes of approximately $106.5 million and for state income tax reporting purposes of approximately $46.3 million , which expire at various dates between fiscal 2036 and 2039 for NOLs incurred for federal income tax prior to January 1, 2018. Losses incurred after this date have an indefinite life. In February 2018, the Company sold $61.5 million of state NOLs and $0.2 million of R&D credits from 2015 and 2016 under the State of New Jersey’s Technology Business Tax Certificate Transfer Program. In January 2019, the Company sold $20.0 million of state NOLs from 2017 under the same program and plans to sell additional NOLs and R&D credits under the same program in the future subject to program availability and state approval. As of December 31, 2019 and 2018, the Company had no material uncertain tax positions. |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share | Net (Loss) Income Per Share Twelve months ended December 31, 2019 2018 2017 Net (loss) income $ (13,267 ) $ 2,814 $ (54,818 ) Weighted-average shares: Basic 4,503,375 3,829,769 2,596,729 Effect of dilutive securities: Warrants — 506,824 — Diluted 4,503,375 4,336,593 2,596,729 Net (loss) income per share: Basic $ (2.95 ) $ 0.73 $ (21.11 ) Diluted $ (2.95 ) $ (5.07 ) $ (21.11 ) For the year ended December 31, 2019, the total number of potential shares of common stock excluded from the diluted earnings per share computation because their inclusion would have been anti-dilutive was 3.0 million which included 0.7 million options to purchase shares and 2.3 million warrants to purchase shares. For the year ended December 31, 2018, the total number of potential shares of common stock excluded from the diluted earnings per share computation because their inclusion would have been anti-dilutive was 2.4 million which included 0.5 million options to purchase shares, 0.1 million restricted shares and 1.8 million warrants to purchase shares. For the year ended December 31, 2017, the total number of potential shares of common stock excluded from the diluted earnings per share computation because their inclusion what have been anti-dilutive was 2.6 million which included 0.2 million options to purchase shares, 0.1 million restricted shares and 2.3 million warrants to purchase shares. Basic net (loss) income per share is calculated by dividing net (loss) income by the weighted average number of shares outstanding during the period, as applicable. Diluted net loss per share is calculated by dividing net (loss) income, 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. Operating Leases The following is a summary of the Company’s long-term contractual cash obligations as of December 31, 2019 (in thousands): Operating Lease (1) 2020 757 2021 770 2022 783 2023 205 Thereafter — Total $ 2,515 (1) Operating lease obligations include a lease agreement the Company entered into on August 6, 2015 for office space and a lease agreement the Company entered into on September 3, 2019 for laboratory space both in Warren, New Jersey. Rent expense is calculated on the straight-line basis and amounted to approximately $0.6 million a year for each one of the years ended December 31, 2019 , 2018 and 2017 . Royalty payments and success-based milestones associated with the Company’s license and supply agreements with Ikaria have not been included in the above table of contractual obligations as the Company cannot reasonably estimate if or when they will occur. License Agreement with Ikaria In February 2014, the Company entered into a cross-license, technology transfer and regulatory matters agreement with a subsidiary of Ikaria. Pursuant to the terms of the license agreement, Ikaria granted to the Company a fully paid-up, non-royalty-bearing, exclusive license under specified intellectual property rights controlled by Ikaria to engage in the development, manufacture and commercialization of nitric oxide, devices to deliver nitric oxide and related services for or in connection with out-patient, chronic treatment of patients who have PAH, PH-COPD or PH associated with idiopathic pulmonary fibrosis, or PH-IPF. Pursuant to the terms of the license agreement, the Company granted Ikaria a fully paid-up, non-royalty-bearing, exclusive license under specified intellectual property rights that the Company controls to engage in the development, manufacture and commercialization of products and services for or used in connection with the diagnosis, prevention or treatment, whether in- or out-patient, of certain conditions and diseases other than PAH, PH-COPD or PH-IPF and for the use of nitric oxide to treat or prevent conditions that are primarily managed in the hospital. The Company agreed that, during the term of the license agreement, it will not, without the prior written consent of Ikaria, grant a sublicense under any of the intellectual property licensed to the Company under the license agreement to any of its affiliates or any third party, in either case, that directly or indirectly competes with Ikaria’s nitric oxide business. In July 2015, the Company and Ikaria entered into an amendment to the license agreement to expand the scope of the Company’s license to allow the Company to develop its INOpulse program for the treatment of three additional indications: chronic thromboembolic PH, or CTEPH, PH associated with sarcoidosis and PH associated with pulmonary edema from high altitude sickness. Subject to the terms set forth therein, the amendment to the license agreement also provides that the Company will pay Ikaria a royalty equal to 5% of net sales of any commercialized products for the three additional indications. In November 2015, the Company entered into an amendment to its exclusive cross-license, technology transfer and regulatory matters agreement with Ikaria that included a royalty equal to 3% of net sales of any commercial products for PAH. In April 2018, we expanded the scope of our license from PH-IPF to PH in patients with Pulmonary Fibrosis (PH-PF), which includes idiopathic interstitial pneumonias, chronic hypersensitivity pneumonitis, occupational and environmental lung disease, with a royalty equal to 1% of net sales of any commercial products for PH-PF. Agreements Not to Compete In September 2013, October 2013 and February 2014, the Company entered into an agreement not to compete with Ikaria, each of which was amended in July 2015, or, collectively, the agreements not to compete. Pursuant to the agreements not to compete, as amended, the Company agreed not to engage, anywhere in the world, in any manner, directly or indirectly, until the earlier of five years after the effective date of such agreement not to compete amendments or the date on which Ikaria and all of its subsidiaries are no longer engaged in such business as specified in the agreements. In the course of its normal business operations, the Company also enters into agreements with contract service providers and others to assist in the performance of its research and development and manufacturing activities. The Company can elect to discontinue the work under these contracts and purchase orders at any time with notice, and such contracts and purchase orders do not contain minimum purchase obligations. In August 2009, the Company entered into a license agreement with BioLineRx Ltd. and BioLine Innovations Jerusalem L.P., which are referred to collectively as BioLine, under which the Company obtained an exclusive worldwide license to BCM. In July 2018, the Company informed BioLineRx Ltd., from whom it in-licensed the BCM technology, on its decision to discontinue further development and terminate the License and Commercialization Agreement. |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | Quarterly Financial Data (unaudited) Three Months Ended Three Months Ended September 30, Three Months Ended June 30, Three Months Ended March 31, (in thousands, except share/ and per share data) 2019 2018 2019 2018 2019 2018 2019 2018 Operating expenses: Research and development $ 2,839 $ 2,817 $ 3,259 $ 5,247 $ 2,629 $ 5,815 $ 2,305 $ 6,380 General and administrative 1,476 1,867 1,332 1,584 1,596 2,058 2,037 2,112 Total operating expenses 4,315 4,684 4,591 6,831 4,225 7,873 4,342 8,492 Loss from operations (4,315 ) (4,684 ) (4,591 ) (6,831 ) (4,225 ) (7,873 ) (4,342 ) (8,492 ) Change in fair value of common stock warrant liability 178 3,676 215 17,840 673 (3,689 ) 1,616 7,050 Warrant amendment charge — — — — (674 ) — — — Interest income 57 96 89 92 121 91 130 99 Pre-tax (loss) income (4,080 ) (912 ) (4,287 ) 11,101 (4,105 ) (11,471 ) (2,596 ) (1,343 ) Income tax benefit — — — — — — 1,801 5,439 Net (loss) income $ (4,080 ) $ (912 ) $ (4,287 ) $ 11,101 $ (4,105 ) $ (11,471 ) $ (795 ) $ 4,096 Weighted average shares outstanding: Basic 4,566,886 3,847,592 4,553,535 3,847,350 4,543,993 3,815,297 4,346,109 3,803,979 Diluted 4,566,886 3,971,715 4,553,535 4,302,967 4,543,993 3,815,297 4,346,109 4,806,712 Net income (loss) per share: Basic $ (0.89 ) $ (0.24 ) $ (0.94 ) $ 2.89 $ (0.90 ) $ (3.01 ) $ (0.18 ) $ 1.08 Diluted $ (0.89 ) $ (1.15 ) $ (0.94 ) $ (1.55 ) $ (0.90 ) $ (3.01 ) $ (0.18 ) $ (0.60 ) |
Subsequent Events Subsequent Ev
Subsequent Events Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 5, 2020, the Company filed a certificate of amendment to its amended and restated Certificate of Incorporation to effect a 1 for 15 reverse stock split of the Company's outstanding shares of common stock which became effective on February 7, 2020 as described above in Note 2. In March 2020, 254,769 of the November 2016 warrants were exercised for net proceeds of $3.1 million . 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 our effective shelf registration statement on Form S-3. In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. This coronavirus has since spread to other parts of the world, including the United States and Europe, and efforts to contain the spread of this coronavirus have intensified. If this outbreak continues to spread, the Company may need to limit operations or implement limitations, and may experience limitations in employee resources. There are risks that other countries or regions may be less effective at containing the coronavirus, or that it may be more difficult to contain if the outbreak reaches a larger population or broader geography, in which case the risks described herein could be elevated significantly. The extent to which the coronavirus impacts the Company's results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. Further, should the coronavirus continue to spread, the Company's business operations could be delayed or interrupted. For instance, the Company's clinical trials may suffer from lower than anticipated patient recruitment or enrollment and it may be forced to temporarily delay ongoing trials. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements have been prepared in accordance with U.S. generally accepted accounting principles or GAAP. Intercompany balances and transactions have been eliminated. The Company operates in one reportable segment and solely within the United States. Accordingly, no segment or geographic information has been presented. 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 prepaid and accrued research and development expenses, stock-based compensation, common stock warrant liability 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 - for - 15 reverse stock split of the Company's outstanding shares of common stock which became effective on February 7, 2020. The shares of common stock underlying the Company's outstanding options and warrants were also proportionately adjusted for the reverse stock split. In addition, the number of shares of common stock available for issuance under the Company’s equity incentive plans and employee stock purchase plan were proportionately adjusted for the reverse stock split. Further, the per share exercise prices for options granted under such plans and warrants were proportionately adjusted for the reverse stock split. There was no change to our authorized number of shares or to our par value per share. The reverse stock split reduced the number of shares of the Company’s common stock that were outstanding at February 10, 2020 from 69,053,548 to 4,603,460 , after the cancellation of fractional shares. No fractional shares were issued in connection with the reverse stock split. Stockholders who otherwise held fractional shares of the Company’s common stock as a result of the reverse stock split received a deminimis cash payment in lieu of such fractional shares. These consolidated financial statements give retroactive effect to such reverse stock split and all share and per share amounts have been adjusted accordingly. |
Cash and Cash Equivalents | 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 date of purchase are classified as available-for-sale marketable securities. |
Stock-Based Compensation | 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 8 - Stock-Based Compensation for a description of these assumptions. |
Common Stock Warrant Liability | 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 liability 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 7 - Fair Value Measurements for a description of these assumptions. |
Income Taxes | 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 | 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 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 | Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous generally accepted accounting principles. ASU 2016-02 requires a lessee to recognize a liability to make lease payments (the lease liability) and a right-of-use (ROU) asset representing its right to use the underlying asset for the lease term on the balance sheet. 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. In accordance with Topic 842, 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 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 year ended December 31, 2019 were de minimis. Financial information presented prior to January 1, 2019 has not been adjusted and is presented in accordance with ASC 840. Refer to the Recently Adopted Accounting Pronouncements section within this note below and Note 4 - Right of Use Assets and Leases for details about the Company's lease portfolio. |
New Accounting Pronouncements | New Accounting Pronouncements Adopted I n February 2016, the FASB issued ASU No. 2016-02, “Leases” (ASU 2016-02) which along with subsequent ASUs, was codified as Accounting Standards Codification 842 (ASC 842) and provides accounting guidance for both lessee and lessor accounting models. The new standard became effective for the Company on January 1, 2019. The Company adopted the standard using the effective date method at the beginning of the year in which the new lease standard is adopted, rather than to the earliest comparative period presented in the financial statements. The recognition of lease liabilities and corresponding ROU assets had a material impact on our consolidated balance sheet. Upon adoption, as of January 1, 2019, we recognized a $2.6 million operating lease liability and a $2.3 million ROU asset. The adoption of this standard did not have a material impact on the Company's consolidated statements of operations, stockholders’ equity or cash flows. Not Yet Adopted In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The standard requires the disclosure of the range and weighted average used to develop significant unobservable inputs and how weighted average is calculated for recurring and nonrecurring Level 3 fair value measurements. The amendment is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years with early adoption permitted. The Company does not expect the standard to have a material impact on its consolidated financial statements. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Components of Lease Expense | Information related to the Company's right of use assets and related lease liabilities is as follows ($ amounts in thousands): For the Year Ended December 31, 2019 Cash paid for operating lease liability $ 683 Operating lease expenses 642 Weighted average remaining lease term 3.26 years Weighted average discount rate 4.94 % Maturities of lease liabilities as of December 31, 2019 were as follows : 2020 757 2021 770 2022 783 2023 205 2,515 Less imputed interest (198 ) Total operating lease liabilities 2,317 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of December 31, 2019 and 2018 consist of the following (in thousands): December 31, December 31, Machinery and equipment $ 2,048 $ 2,048 Leasehold improvements 204 204 Furniture and fixtures 276 276 Property and equipment, gross 2,528 2,528 Less accumulated depreciation (2,212 ) (1,864 ) $ 316 $ 664 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Warrant Activity | The following table summarizes warrant activity for the year ended December 31, 2019 (fair value amount in thousands): Equity Classified Liability Classified Warrants Warrants Estimated Fair Value Beginning balance 1,296,650 986,736 $ 6,965 Reclassification of warrants to equity on amendment of warrant agreements 839,899 (839,899 ) (4,009 ) Change in fair value of common stock warrant liability recognized in consolidated statement of operations — — (2,682 ) Ending balance 2,136,549 146,837 $ 274 The following table summarizes warrant activity for the year ended December 31, 2018 (fair value amount in thousands): Equity Classified Liability Classified Warrants Warrants Estimated Fair Value Beginning balance 1,296,650 1,002,724 $ 32,325 Exercises — (15,988 ) (483 ) Change in fair value of common stock warrant liability recognized in consolidated statement of operations — — (24,877 ) Ending balance 1,296,650 986,736 $ 6,965 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements By Level | The following table summarizes fair value measurements by level at December 31, 2019 for financial instruments measured at fair value on a recurring basis (in thousands): (Dollar amounts in thousands) Level 1 Level 2 Level 3 Total Common stock warrant liability $ — $ — $ 274 $ 274 The following table summarizes fair value measurements by level at December 31, 2018 for financial instruments measured at fair value on a recurring basis (in thousands): (Dollar amounts in thousands) Level 1 Level 2 Level 3 Total Common stock warrant liability $ — $ — $ 6,965 $ 6,965 |
Fair Value Inputs | The following are the weighted average assumptions used in estimating the fair value of warrants outstanding as of December 31, 2019 and 2018 : December 31, 2019 December 31, 2018 Valuation assumptions: Risk-free interest rate 1.59 % 2.45 % Expected volatility 107.00 % 93.61 % Expected term (in years) 2.4 3.0 Dividend yield — % — % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Assumptions Used in Estimating the Fair Value of Options Issued | The following are the weighted average assumptions used in estimating the fair value of options issued during the years ended December 31, 2019 , 2018 and 2017 . Year Ended December 31, 2019 December 31, 2018 December 31, 2017 Valuation assumptions: Risk-free interest rate 1.67 % 2.74 % 2.04 % Expected volatility 86.02 % 84.55 % 91.02 % Expected term (in years) 6.0 6.0 6.0 Dividend yield — % — % — % |
Summary of Option Activity | The following table summarizes the stock-based compensation expense for the years ended December 31, 2019 , 2018 and 2017 . The following disclosures include stock-based compensation expense recognized under the 2015 Plan and the 2014 Plan (in thousands): Year Ended December 31, (in thousands) 2019 2018 2017 Research and development $ 691 $ 721 $ 850 General and administrative 1,461 2,234 1,991 Total expense $ 2,152 $ 2,955 $ 2,841 A summary of option activity under the 2015 Plan and 2014 Plan for the years ended December 31, 2019 , 2018 and 2017 is presented below: Bellerophon 2015 and 2014 Equity Incentive Plans Shares Exercise Price Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Options outstanding as of December 31, 2016 211,974 $ 7.35 - 199.20 $ 46.31 9.4 Granted 7,080 16.80 - 33.75 20.90 Exercised (66 ) 7.35 7.35 Forfeited (1,016 ) 7.35 - 180.00 23.28 Options outstanding as of December 31, 2017 217,972 $ 7.35 - 199.20 $ 45.61 8.4 Granted 245,527 13.65 - 43.80 20.91 Exercised (391 ) 7.35 - 29.10 7.80 Expired (532 ) 199.20 199.20 Forfeited (11,330 ) 7.35 - 180.00 29.82 Options outstanding as of December 31, 2018 451,246 $ 7.35 - 199.20 $ 32.41 8.6 Granted 221,562 7.50 - 13.20 7.87 Expired (133 ) 180.00 180.00 Forfeited (9,174 ) 7.35 - 180.00 35.03 Options outstanding as of December 31, 2019 663,501 $ 7.35 - 199.20 $ 24.15 8.3 Options vested and exercisable as of December 31, 2019 264,996 $ 7.35 - 199.20 $ 42.33 7.2 |
Summary of Restricted Stock Activity | A summary of restricted stock activity under the 2015 Plan for the years ended years ended December 31, 2019 , 2018 and 2017 is presented below: Bellerophon 2015 Equity Incentive Plan Shares Weighted Average Fair Value Aggregate Grant Date Fair Value (in millions) Weighted Average Remaining Contractual Life (in years) Restricted stock outstanding as of December 31, 2016 10,387 $ 30.75 $ 0.3 0.0 Granted 58,206 21.74 1.3 Vested (46,696 ) (23.97 ) (1.1 ) Restricted stock outstanding as of December 31, 2017 21,897 21.25 $ 0.5 0.2 Granted 82,999 21.16 1.8 Vested (40,531 ) (25.45 ) (1 ) Restricted stock outstanding as of December 31, 2018 64,365 18.49 $ 1.2 0.3 Granted 15,151 13.21 0.2 Vested (79,516 ) (17.48 ) (1.4 ) Restricted stock outstanding as of December 31, 2019 — — $ — — 0 |
Summary of Stock-based Compensation Expense by the Condensed Consolidated Statement of Operations Line Item | A summary of option activity under the assumed Ikaria 2007 stock option plan and the assumed Ikaria 2010 long term incentive plan for the years ended December 31, 2019 , 2018 and 2017 is presented below: Ikaria Equity Incentive Plans for Periods Prior to February 12, 2014 Shares Range of Exercise Price Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Options outstanding, vested and exercisable as of December 31, 2016 5,761 $ 116.55 - 268.8 $ 137.13 4.3 Forfeited (997 ) 116.55 - 223.65 132.17 Options outstanding, vested and exercisable as of December 31, 2017 4,764 $ 116.55 - 268.8 $ 138.17 4.0 Forfeited (170 ) 174.75 174.75 Options outstanding, vested and exercisable as of December 31, 2018 4,594 $ 116.55 - 268.8 $ 136.81 3.2 Forfeited (759 ) 116.55 - 223.65 129.65 Expired (372 ) 268.8 268.80 Options outstanding, vested and exercisable as of December 31, 2019 3,463 $ 116.55 - 223.65 $ 124.21 2.3 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2019 , 2018 and 2017 is as follows: Year Ended December 31, Year Ended December 31, Year Ended December 31, U.S. federal statutory rate 21 % 21 % 34 % 2017 Tax Act — % — % (23.9 )% State and local taxes, net of federal tax effect 0.4 % 105.9 % 5.7 % Research tax credits 5.5 % (53.3 )% 10.4 % Valuation allowance (34.4 )% 104 % (4.5 )% Prior year adjustments 5.0 % 5.4 % 0.9 % Sale of NOLs and R&D tax credits (13.6 )% (193.3 )% — % Expenses associated with common stock warrant liability (a) 3.2 % (185.6 )% (18.9 )% Incentive stock options, non-deductible (0.7 )% 2.7 % (3.8 )% (13.6 )% (193.2 )% 0 % (a) Represents change in fair value and attributable issuance costs |
Summary of Deferred Tax Assets and Liabilities | Significant components of the deferred tax assets (liabilities) at December 31, 2019 are as follows (in thousands): December 31, 2019 Assets (Liabilities) Net operating loss carryforwards $ 25,651 $ — Research tax credit carryforwards 25,228 — Property and equipment — (16 ) Stock based compensation 1,594 — Intangible assets 6,027 — Lease liability 58 Accrued expenses 1,006 — Subtotal 59,564 (16 ) Valuation allowance (59,548 ) — Total deferred tax assets (liabilities) $ 16 $ (16 ) Net deferred tax assets $ — Significant components of the deferred tax assets (liabilities) at December 31, 2018 are as follows (in thousands): December 31, 2018 Assets (Liabilities) Net operating loss carryforwards $ 22,325 $ — Research tax credit carryforwards 23,828 — Property and equipment — (69 ) Stock based compensation 1,290 — Intangible assets 6,691 — Accrued expenses 920 — Subtotal 55,054 (69 ) Valuation allowance (54,985 ) — Total deferred tax assets (liabilities) $ 69 $ (69 ) Net deferred tax assets $ — 0 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | Twelve months ended December 31, 2019 2018 2017 Net (loss) income $ (13,267 ) $ 2,814 $ (54,818 ) Weighted-average shares: Basic 4,503,375 3,829,769 2,596,729 Effect of dilutive securities: Warrants — 506,824 — Diluted 4,503,375 4,336,593 2,596,729 Net (loss) income per share: Basic $ (2.95 ) $ 0.73 $ (21.11 ) Diluted $ (2.95 ) $ (5.07 ) $ (21.11 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Payments for Operating Leases | The following is a summary of the Company’s long-term contractual cash obligations as of December 31, 2019 (in thousands): Operating Lease (1) 2020 757 2021 770 2022 783 2023 205 Thereafter — Total $ 2,515 (1) |
Quarterly Financial Data (una_2
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Quarterly Financial Data (unaudited) Three Months Ended Three Months Ended September 30, Three Months Ended June 30, Three Months Ended March 31, (in thousands, except share/ and per share data) 2019 2018 2019 2018 2019 2018 2019 2018 Operating expenses: Research and development $ 2,839 $ 2,817 $ 3,259 $ 5,247 $ 2,629 $ 5,815 $ 2,305 $ 6,380 General and administrative 1,476 1,867 1,332 1,584 1,596 2,058 2,037 2,112 Total operating expenses 4,315 4,684 4,591 6,831 4,225 7,873 4,342 8,492 Loss from operations (4,315 ) (4,684 ) (4,591 ) (6,831 ) (4,225 ) (7,873 ) (4,342 ) (8,492 ) Change in fair value of common stock warrant liability 178 3,676 215 17,840 673 (3,689 ) 1,616 7,050 Warrant amendment charge — — — — (674 ) — — — Interest income 57 96 89 92 121 91 130 99 Pre-tax (loss) income (4,080 ) (912 ) (4,287 ) 11,101 (4,105 ) (11,471 ) (2,596 ) (1,343 ) Income tax benefit — — — — — — 1,801 5,439 Net (loss) income $ (4,080 ) $ (912 ) $ (4,287 ) $ 11,101 $ (4,105 ) $ (11,471 ) $ (795 ) $ 4,096 Weighted average shares outstanding: Basic 4,566,886 3,847,592 4,553,535 3,847,350 4,543,993 3,815,297 4,346,109 3,803,979 Diluted 4,566,886 3,971,715 4,553,535 4,302,967 4,543,993 3,815,297 4,346,109 4,806,712 Net income (loss) per share: Basic $ (0.89 ) $ (0.24 ) $ (0.94 ) $ 2.89 $ (0.90 ) $ (3.01 ) $ (0.18 ) $ 1.08 Diluted $ (0.89 ) $ (1.15 ) $ (0.94 ) $ (1.55 ) $ (0.90 ) $ (3.01 ) $ (0.18 ) $ (0.60 ) |
Organization and Nature of th_2
Organization and Nature of the Business (Details) | Dec. 31, 2019subsidiary |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of wholly-owned subsidiaries | 3 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | Feb. 07, 2020 | Dec. 31, 2019USD ($)integershares | Feb. 10, 2020shares | Feb. 09, 2020shares | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($)shares |
Property, Plant and Equipment [Line Items] | ||||||
Number of reportable segments | integer | 1 | |||||
Common stock, shares outstanding (in shares) | shares | 4,580,127 | 3,911,857 | ||||
Lease liability | $ 2,317 | |||||
Right of use assets, net | $ 2,110 | $ 0 | ||||
Accounting Standards Update 2016-02 | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Lease liability | $ 2,600 | |||||
Right of use assets, net | $ 2,300 | |||||
Subsequent Event | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Conversion ratio | 0.0667 | |||||
Common stock, shares outstanding (in shares) | shares | 4,603,460 | 69,053,548 |
Liquidity (Details)
Liquidity (Details) - USD ($) | Apr. 01, 2020 | Dec. 16, 2019 | Jan. 25, 2019 | Sep. 29, 2017 | May 15, 2017 | Nov. 29, 2016 | Mar. 31, 2020 | Jan. 31, 2019 | Feb. 28, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 01, 2020 | Jul. 06, 2018 |
Liquidity [Line Items] | ||||||||||||||
Cash and cash equivalents | $ 9,874,000 | $ 16,645,000 | ||||||||||||
Sale of stock (in shares) | 666,666 | 1,296,650 | ||||||||||||
Additions (in shares) | 1,296,650 | 1,142,838 | ||||||||||||
Share price of initial public offering (in dollars per share) | $ 10.50 | $ 18.075 | $ 22.50 | |||||||||||
Placement fees | $ 500,000 | |||||||||||||
Offering costs | 300,000 | |||||||||||||
Proceeds received from exercise of warrants | 0 | $ 190,000 | $ 2,299,000 | |||||||||||
Exercise price per full share of stock (in dollars per share) | $ 18.63 | $ 12 | ||||||||||||
Period of time before warrants expire from exercisable date | 5 years | 5 years | 5 years | |||||||||||
Warrants exercised (in shares) | 0 | |||||||||||||
Gross proceeds from sale of stock | $ 23,400,000 | $ 3,000,000 | ||||||||||||
Net proceeds from sale of stock | $ 6,200,000 | $ 22,800,000 | $ 2,700,000 | $ 6,236,000 | $ 0 | $ 0 | ||||||||
Period of time after issuance date before warrants will be exercisable | 6 months | 6 months | ||||||||||||
Right to issue offerings, amount (up to) | $ 100,000,000 | |||||||||||||
Lender fee | $ 300,000 | |||||||||||||
Lender fee, threshold capital raise | $ 15,000,000 | |||||||||||||
Interest rate | 8.00% | |||||||||||||
Line of credit facility, conversion amount (in USD per share) | $ 6.207 | |||||||||||||
Line of credit facility, percentage of issued and outstanding stock, threshold | 19.99% | |||||||||||||
Tax credit carryforwards, amount sold | $ 200,000 | |||||||||||||
Proceeds from sale of deferred tax assets | 5,300,000 | |||||||||||||
State and Local Jurisdiction | ||||||||||||||
Liquidity [Line Items] | ||||||||||||||
Operating loss carryforwards, amount sold | $ 61,500,000 | |||||||||||||
Proceeds from sale of deferred tax assets | $ 1,700,000 | |||||||||||||
State and Local Jurisdiction | Research and Development Tax Credit 1 | ||||||||||||||
Liquidity [Line Items] | ||||||||||||||
Tax credit carryforwards, amount sold | $ 20,000,000 | |||||||||||||
Investor | ||||||||||||||
Liquidity [Line Items] | ||||||||||||||
Sale of stock (in shares) | 133,333 | |||||||||||||
Additions (in shares) | 1,296,650 | 66,666 | ||||||||||||
Share price of initial public offering (in dollars per share) | $ 22.50 | |||||||||||||
Exercise price per full share of stock (in dollars per share) | $ 22.50 | |||||||||||||
Period of time before warrants expire from exercisable date | 5 years | |||||||||||||
Period of time after issuance date before warrants will be exercisable | 6 months | |||||||||||||
Placement agent | ||||||||||||||
Liquidity [Line Items] | ||||||||||||||
Additions (in shares) | 4,000 | |||||||||||||
Exercise price per full share of stock (in dollars per share) | $ 28.125 | |||||||||||||
Period of time before warrants expire from exercisable date | 5 years | |||||||||||||
Scenario, Forecast [Member] | ||||||||||||||
Liquidity [Line Items] | ||||||||||||||
Line of credit, maximum borrowing capacity | $ 10,000,000 | |||||||||||||
Line of credit facility, capacity available | $ 5,000,000 | $ 5,000,000 | ||||||||||||
Subsequent Event | ||||||||||||||
Liquidity [Line Items] | ||||||||||||||
Sale of stock (in shares) | 1,275,000 | |||||||||||||
Share price of initial public offering (in dollars per share) | $ 12 | |||||||||||||
Placement fees | $ 1,100,000 | |||||||||||||
Offering costs | 100,000 | |||||||||||||
Proceeds received from exercise of warrants | $ 3,100,000 | |||||||||||||
Warrants exercised (in shares) | 254,769 | |||||||||||||
Net proceeds from sale of stock | $ 14,100,000 |
Right of Use Assets and Leases
Right of Use Assets and Leases - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)leaseperiod | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Number of operating leases | lease | 2 | ||
Rent expense | $ | $ 0.6 | $ 0.6 | $ 0.6 |
Office and Research | |||
Property, Plant and Equipment [Line Items] | |||
Lease, term of contract | 4 years | ||
Number of renewal periods | 1 | ||
Lease, renewal term | 5 years | ||
Laboratory | |||
Property, Plant and Equipment [Line Items] | |||
Lease, term of contract | 3 years 9 months | ||
Number of renewal periods | 1 | ||
Lease, renewal term | 90 days |
- Right-of-use asseta (Details)
- Right-of-use asseta (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for operating lease liability | $ 683 |
Operating lease expenses | $ 642 |
Weighted average remaining lease term | 3 years 3 months 4 days |
Weighted average discount rate | 4.94% |
Operating leases | |
2020 | $ 757 |
2021 | 770 |
2022 | 783 |
2023 | 205 |
Total lease payments | 2,515 |
Less imputed interest | (198) |
Total operating lease liabilities | $ 2,317 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment | ||
Gross | $ 2,528 | $ 2,528 |
Less accumulated depreciation | (2,212) | (1,864) |
Property and equipment, net | 316 | 664 |
Machinery and equipment | ||
Property and equipment | ||
Gross | 2,048 | 2,048 |
Leasehold improvements | ||
Property and equipment | ||
Gross | 204 | 204 |
Furniture and fixtures | ||
Property and equipment | ||
Gross | $ 276 | $ 276 |
Common Stock Warrants (Narrativ
Common Stock Warrants (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 28, 2019 | Sep. 29, 2017 | May 15, 2017 | Nov. 29, 2016 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 01, 2020 | Jan. 25, 2019 |
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Additions (in shares) | 1,296,650 | 1,142,838 | ||||||||||||||||
Period of time before warrants expire from exercisable date | 5 years | 5 years | 5 years | |||||||||||||||
Exercise price per full share of stock (in dollars per share) | $ 18.63 | $ 12 | ||||||||||||||||
Warrants expiration, extension term | 2 years | |||||||||||||||||
Warrant amendment charge | $ 0 | $ 0 | $ 674 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 674 | $ 0 | $ 0 | |||||||
Warrants, outstanding (in shares) | 916,070 | 916,070 | ||||||||||||||||
Proceeds received from exercise of warrants | $ 0 | $ 190 | $ 2,299 | |||||||||||||||
Warrants exercised (in shares) | 0 | |||||||||||||||||
Period of time after issuance date before warrants will be exercisable | 6 months | 6 months | ||||||||||||||||
Share price of initial public offering (in dollars per share) | $ 18.075 | $ 22.50 | $ 10.50 | |||||||||||||||
Equity, 2016 Warrant | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Warrants, outstanding (in shares) | 839,899 | 839,899 | ||||||||||||||||
Liability, 2016 | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Warrants, outstanding (in shares) | 76,171 | 76,171 | ||||||||||||||||
Equity Classified | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Additions (in shares) | 839,899 | 839,899 | ||||||||||||||||
Warrants, outstanding (in shares) | 2,136,549 | 1,296,650 | 2,136,549 | 1,296,650 | 1,296,650 | |||||||||||||
Liability Classified | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Additions (in shares) | 839,899 | |||||||||||||||||
Warrants, outstanding (in shares) | 146,837 | 986,736 | 146,837 | 986,736 | 1,002,724 | |||||||||||||
Warrants exercised (in shares) | 15,988 | |||||||||||||||||
Investor | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Additions (in shares) | 1,296,650 | 66,666 | ||||||||||||||||
Period of time before warrants expire from exercisable date | 5 years | |||||||||||||||||
Exercise price per full share of stock (in dollars per share) | $ 22.50 | |||||||||||||||||
Period of time after issuance date before warrants will be exercisable | 6 months | |||||||||||||||||
Share price of initial public offering (in dollars per share) | $ 22.50 | |||||||||||||||||
Placement agent | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Additions (in shares) | 4,000 | |||||||||||||||||
Period of time before warrants expire from exercisable date | 5 years | |||||||||||||||||
Exercise price per full share of stock (in dollars per share) | $ 28.125 | |||||||||||||||||
Subsequent Event | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Proceeds received from exercise of warrants | $ 3,100 | |||||||||||||||||
Warrants exercised (in shares) | 254,769 | |||||||||||||||||
Share price of initial public offering (in dollars per share) | $ 12 |
Common Stock Warrants (Warrant
Common Stock Warrants (Warrant Activity) (Details) - USD ($) $ in Thousands | Jun. 28, 2019 | Sep. 29, 2017 | Nov. 29, 2016 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Warrants | ||||||||||||||
Beginning balance (in shares) | 916,070 | 916,070 | ||||||||||||
Reclassification of warrants to equity on amendment of warrant agreements (in shares) | 1,296,650 | 1,142,838 | ||||||||||||
Exercises (in shares) | 0 | |||||||||||||
Estimated Fair Value | ||||||||||||||
Beginning balance | $ 6,965 | $ 32,325 | $ 6,965 | $ 32,325 | ||||||||||
Reclassification of warrants to equity on amendment of warrant agreements | (4,009) | 0 | $ 0 | |||||||||||
Conversion of warrant liability to common stock upon exercise of warrants | 0 | (483) | (4,411) | |||||||||||
Change in fair value of common stock warrant liability recognized in consolidated statement of operations | $ (178) | $ (215) | $ (673) | $ (1,616) | $ (3,676) | $ (17,840) | $ 3,689 | $ (7,050) | (2,682) | (24,877) | 30,403 | |||
Ending balance | $ 274 | $ 6,965 | $ 274 | $ 6,965 | $ 32,325 | |||||||||
Equity Classified | ||||||||||||||
Warrants | ||||||||||||||
Beginning balance (in shares) | 2,136,549 | 1,296,650 | 2,136,549 | 1,296,650 | 1,296,650 | |||||||||
Reclassification of warrants to equity on amendment of warrant agreements (in shares) | 839,899 | 839,899 | ||||||||||||
Ending balance (in shares) | 1,296,650 | 1,296,650 | 1,296,650 | 1,296,650 | ||||||||||
Liability Classified | ||||||||||||||
Warrants | ||||||||||||||
Beginning balance (in shares) | 146,837 | 986,736 | 146,837 | 986,736 | 1,002,724 | |||||||||
Reclassification of warrants to equity on amendment of warrant agreements (in shares) | 839,899 | |||||||||||||
Exercises (in shares) | (15,988) | |||||||||||||
Ending balance (in shares) | 986,736 | 1,002,724 | 986,736 | 1,002,724 |
Fair Value Measurements (Hierar
Fair Value Measurements (Hierarchy) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | $ 274 | $ 6,965 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | $ 274 | $ 6,965 |
Fair Value Measurements (Weight
Fair Value Measurements (Weighted Average Assumptions) (Details) - Level 3 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Expected term (in years) | 2 years 4 months 24 days | 3 years |
Risk-free interest rate | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants, measurement input | 0.0159 | 0.0245 |
Expected volatility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants, measurement input | 1.0700 | 0.9361 |
Dividend yield | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 14, 2019 | May 04, 2017 | |
Stock-Based Compensation | |||||
Shares available for grant (in shares) | 486,200 | 833,333 | 333,333 | ||
Additional number of shares available for grant (in shares) | 200,000 | ||||
Tax benefit recognized related to stock-based compensation expense | $ 0 | ||||
Weighted average grant date fair value (in dollars per share) | $ 5.68 | $ 15.27 | $ 15.70 | ||
Options, vested and expected to vest, exercisable, aggregate intrinsic value | $ 0 | ||||
Bellerophon Equity Incentive Plans | |||||
Stock-Based Compensation | |||||
Unrecognized compensation expense | $ 2,900,000 | ||||
Weighted-average period unrecognized compensation expense is to be recognized | 2 years 7 months 6 days | ||||
Ikaria Equity Incentive Plans prior to February 12, 2014 | |||||
Stock-Based Compensation | |||||
Exercise of options (in shares) | 0 | 0 | 0 | ||
Options, outstanding, intrinsic value | $ 0 | ||||
Minimum | 2014 Equity Incentive Plan | |||||
Stock-Based Compensation | |||||
Award, vesting period | 1 year | ||||
Maximum | 2014 Equity Incentive Plan | |||||
Stock-Based Compensation | |||||
Award, vesting period | 4 years |
Stock-Based Compensation (Fair
Stock-Based Compensation (Fair Value of Options Issued) (Details) - Bellerophon Equity Incentive Plans | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Assumptions used in estimating the fair value of awards issued | |||
Risk-free interest rate | 1.67% | 2.74% | 2.04% |
Expected volatility | 86.02% | 84.55% | 91.02% |
Expected term (in years) | 6 years | 6 years | 6 years |
Dividend yield | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation (Optio
Stock-Based Compensation (Option Activity) (Details) - Bellerophon 2015 And 2014 Equity Incentive Plan - $ / shares | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares | ||||
Options outstanding as of beginning of period (in shares) | 451,246 | 217,972 | 211,974 | |
Granted (in shares) | 221,562 | 245,527 | 7,080 | |
Exercised (in shares) | (391) | (66) | ||
Expired (in shares) | (133) | (532) | ||
Forfeited (in shares) | (9,174) | (11,330) | (1,016) | |
Options outstanding as of end of period (in shares) | 663,501 | 451,246 | 217,972 | 211,974 |
Options vested and exercisable (in shares) | 264,996 | |||
Range of Exercise Price | ||||
Exercised (in dollars per share) | $ 7.35 | |||
Expired (in dollars per share) | $ 180 | $ 199.20 | ||
Weighted Average Exercise Price | ||||
Options outstanding as of beginning of period, Weighted Average Price (in dollars per share) | 32.41 | 45.61 | 46.31 | |
Options granted, Weighted Average Price (in dollars per share) | 7.87 | 20.91 | 20.90 | |
Options exercised, Weighted Average Price (in dollars per share) | 7.80 | 7.35 | ||
Options expired, Weighted Average Price (in dollars per share) | 180 | 199.20 | ||
Options forfeited, Weighted Average Price (in dollars per share) | 35.03 | 29.82 | 23.28 | |
Options outstanding as of end of period, Weighted Average Price (in dollars per share) | 24.15 | $ 32.41 | $ 45.61 | $ 46.31 |
Options vested and exercisable, Weighed Average Price (in dollars per share) | $ 42.33 | |||
Weighted Average Remaining Contractual Life (in years) | ||||
Options outstanding, Weighted Average Remaining Contractual Life (in years) | 8 years 3 months 18 days | 8 years 7 months 6 days | 8 years 4 months 24 days | 9 years 4 months 25 days |
Options vested and exercisable, Weighted Average Remaining Contractual Life (in years) | 7 years 2 months 12 days | |||
Minimum | ||||
Range of Exercise Price | ||||
Options outstanding, Exercise Price (in dollars per share) | $ 7.35 | $ 7.35 | $ 7.35 | |
Options granted, Exercise Price (in dollars per share) | 7.50 | 13.65 | 16.80 | |
Exercised (in dollars per share) | 7.35 | |||
Forfeited (in dollars per share) | 7.35 | 7.35 | 7.35 | |
Options outstanding, Exercise Price (in dollars per share) | 7.35 | 7.35 | 7.35 | $ 7.35 |
Options vested and exercisable, Exercise Price (in dollars per share) | 7.35 | |||
Maximum | ||||
Range of Exercise Price | ||||
Options outstanding, Exercise Price (in dollars per share) | 199.20 | 199.20 | 199.20 | |
Options granted, Exercise Price (in dollars per share) | 13.20 | 43.80 | 33.75 | |
Exercised (in dollars per share) | 29.10 | |||
Forfeited (in dollars per share) | 180 | 180 | 180 | |
Options outstanding, Exercise Price (in dollars per share) | 199.20 | $ 199.20 | $ 199.20 | $ 199.20 |
Options vested and exercisable, Exercise Price (in dollars per share) | $ 199.20 |
Stock-Based Compensation (Restr
Stock-Based Compensation (Restricted Stock Activity) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
2015 Equity Incentive Plan | ||||
Shares | ||||
Restricted stock outstanding, beginning of period (in shares) | 64,365 | 21,897 | 10,387 | |
Restricted stock granted (in shares) | 15,151 | 82,999 | 58,206 | |
Restricted stock vested and exercisable (in shares) | (79,516) | (40,531) | (46,696) | |
Restricted stock outstanding, end of period (in shares) | 0 | 64,365 | 21,897 | 10,387 |
Weighted Average Fair Value | ||||
Restricted stock beginning of period, weighted average fair value (in dollars per share) | $ 18.49 | $ 21.25 | $ 30.75 | |
Restricted stock granted, weighted average fair value (in dollars per share) | 13.21 | 21.16 | 21.74 | |
Restricted stock vested, weighted average fair value (in dollars per share) | (17.48) | (25.45) | (23.97) | |
Restricted stock end of period, weighted average fair value (in dollars per share) | $ 0 | $ 18.49 | $ 21.25 | $ 30.75 |
Aggregate Grant Date Fair Value (in millions) | ||||
Restricted stock beginning of period, aggregate grant date fair value | $ 1.2 | $ 0.5 | $ 0.3 | |
Restricted stock granted, aggregate grant date fair value | 0.2 | 1.8 | 1.3 | |
Restricted stock vested, aggregate grant date fair value | (1.4) | (1) | (1.1) | |
Restricted stock end of period, aggregate grant date fair value | $ 0 | $ 1.2 | $ 0.5 | $ 0.3 |
Weighted Average Remaining Contractual Life (in years) | ||||
Restricted stock, weighted average remaining contractual life (in years) | 0 years | 3 months 18 days | 2 months 12 days | 0 years |
Bellerophon 2015 And 2014 Equity Incentive Plan | ||||
Weighted Average Remaining Contractual Life (in years) | ||||
Forfeited (in shares) | (9,174) | (11,330) | (1,016) | |
Options forfeited, Weighted Average Price (in dollars per share) | $ 35.03 | $ 29.82 | $ 23.28 |
Stock-Based Compensation (Ikari
Stock-Based Compensation (Ikaria Equity Incentive Plan) (Details) - Ikaria Equity Incentive Plans prior to February 12, 2014 - $ / shares | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares | ||||
Options vested and exercisable, beginning balance (in shares) | 4,594 | 4,764 | 5,761 | |
Forfeited (in shares) | (759) | (170) | (997) | |
Expired (in shares) | (372) | |||
Options vested and exercisable ending balance (in shares) | 3,463 | 4,594 | 4,764 | 5,761 |
Range of Exercise Price | ||||
Expired (in dollars per share) | $ 268.80 | |||
Weighted Average Exercise Price | ||||
Options vested and exercisable, Weighed Average Price (in dollars per share) | 136.81 | $ 138.17 | $ 137.13 | |
Options forfeited, Weighted Average Price (in dollars per share) | 129.65 | 174.75 | 132.17 | |
Options expired, Weighted Average Price (in dollars per share) | 268.80 | |||
Options vested and exercisable, Weighed Average Price (in dollars per share) | $ 124.21 | $ 136.81 | $ 138.17 | $ 137.13 |
Weighted Average Remaining Contractual Life (in years) | ||||
Options vested and exercisable, Weighted Average Remaining Contractual Life (in years) | 2 years 3 months 18 days | 3 years 2 months 12 days | 4 years | 4 years 3 months 18 days |
Minimum | ||||
Range of Exercise Price | ||||
Options vested and exercisable, Exercise Price (in dollars per share) | $ 116.55 | $ 116.55 | $ 116.55 | |
Forfeited (in dollars per share) | 116.55 | 174.75 | 116.55 | |
Options vested and exercisable, Exercise Price (in dollars per share) | 116.55 | 116.55 | 116.55 | $ 116.55 |
Maximum | ||||
Range of Exercise Price | ||||
Options vested and exercisable, Exercise Price (in dollars per share) | 268.80 | 268.80 | 268.80 | |
Forfeited (in dollars per share) | 223.65 | 223.65 | ||
Options vested and exercisable, Exercise Price (in dollars per share) | $ 223.65 | $ 268.80 | $ 268.80 | $ 268.80 |
Stock-Based Compensation (Alloc
Stock-Based Compensation (Allocation of Period Costs) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock-based compensation expense by condensed consolidated statement of operations and comprehensive loss line item | |||
Total expense | $ 2,152 | $ 2,955 | $ 2,841 |
Research and development | |||
Stock-based compensation expense by condensed consolidated statement of operations and comprehensive loss line item | |||
Total expense | 691 | 721 | 850 |
General and administrative | |||
Stock-based compensation expense by condensed consolidated statement of operations and comprehensive loss line item | |||
Total expense | $ 1,461 | $ 2,234 | $ 1,991 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2019 | Feb. 28, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | |||||
Effective income tax rate | 13.60% | 193.20% | (0.00%) | ||
Tax credit carryforwards, amount sold | $ 0.2 | ||||
Federal | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | $ 106.5 | ||||
NEW JERSEY | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | $ 46.3 | ||||
Operating loss carryforwards, amount sold | $ 20 | $ 61.5 |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of Effective Income Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory rate | 21.00% | 21.00% | 34.00% |
2017 Tax Act | 0.00% | 0.00% | (23.90%) |
State and local taxes, net of federal tax effect | 0.40% | 105.90% | 5.70% |
Research tax credits | 5.50% | (53.30%) | 10.40% |
Valuation allowance | (34.40%) | 104.00% | (4.50%) |
Prior year adjustments | 5.00% | 5.40% | 0.90% |
Sale of NOLs and R&D tax credits | (13.60%) | (193.30%) | 0.00% |
Expenses associated with common stock warrant liability | 3.20% | (185.60%) | (18.90%) |
Incentive stock options, non-deductible | (0.70%) | 2.70% | (3.80%) |
Total | (13.60%) | (193.20%) | 0.00% |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 25,651 | $ 22,325 |
Research tax credit carryforwards | 25,228 | 23,828 |
Property and equipment | (16) | (69) |
Stock based compensation | 1,594 | 1,290 |
Intangible assets | 6,027 | 6,691 |
Lease liability | 58 | |
Accrued expenses | 1,006 | 920 |
Deferred tax assets before valuation allowance | 59,564 | 55,054 |
Deferred tax liabilities | (16) | (69) |
Valuation allowance | (59,548) | (54,985) |
Total deferred tax assets | 16 | 69 |
Net deferred tax assets | $ 0 | $ 0 |
Net (Loss) Income Per Share (Ea
Net (Loss) Income Per Share (Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||||||||||
Net (loss) income | $ (13,267) | $ 2,814 | $ (54,818) | ||||||||
Weighted-average shares: | |||||||||||
Basic (in shares) | 4,566,886 | 4,553,535 | 4,543,993 | 4,346,109 | 3,847,592 | 3,847,350 | 3,815,297 | 3,803,979 | 4,503,375 | 3,829,769 | 2,596,729 |
Effect of dilutive securities: | |||||||||||
Warrants (in shares) | 0 | 506,824 | 0 | ||||||||
Diluted (in shares) | 4,566,886 | 4,553,535 | 4,543,993 | 4,346,109 | 3,971,715 | 4,302,967 | 3,815,297 | 4,806,712 | 4,503,375 | 4,336,593 | 2,596,729 |
Net (loss) income per share: | |||||||||||
Basic (in dollars per share) | $ (0.89) | $ (0.94) | $ (0.90) | $ (0.18) | $ (0.24) | $ 2.89 | $ (3.01) | $ 1.08 | $ (2.95) | $ 0.73 | $ (21.11) |
Diluted (in dollars per share) | $ (0.89) | $ (0.94) | $ (0.90) | $ (0.18) | $ (1.15) | $ (1.55) | $ (3.01) | $ (0.60) | $ (2.95) | $ (5.07) | $ (21.11) |
Net (Loss) Income Per Share (An
Net (Loss) Income Per Share (Antidilutive Securities) (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net Loss Per Share | |||
Antidilutive securities excluded from computation of weighted average units outstanding (in shares) | 3 | 2.4 | 2.6 |
Options to purchase units outstanding | |||
Net Loss Per Share | |||
Antidilutive securities excluded from computation of weighted average units outstanding (in shares) | 0.7 | 0.5 | 0.2 |
Restricted Stock | |||
Net Loss Per Share | |||
Antidilutive securities excluded from computation of weighted average units outstanding (in shares) | 0.1 | 0.1 | |
Warrant | |||
Net Loss Per Share | |||
Antidilutive securities excluded from computation of weighted average units outstanding (in shares) | 2.3 | 1.8 | 2.3 |
Commitments and Contingencies_2
Commitments and Contingencies (Operating Lease Obligations) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 757 |
2021 | 770 |
2022 | 783 |
2023 | 205 |
Thereafter | 0 |
Total | $ 2,515 |
Commitments and Contingencies_3
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $ 0.6 | $ 0.6 | $ 0.6 |
Ikaria | |||
Other Commitments [Line Items] | |||
Royalty payments, percentage of net sales | 5.00% | ||
Agreements not to compete, term | 5 years | ||
Products for treatment of PAH | Ikaria | |||
Other Commitments [Line Items] | |||
Royalty payments, percentage of net sales | 3.00% | ||
Products For Treatment of PH-PF | Ikaria | |||
Other Commitments [Line Items] | |||
Royalty payments, percentage of net sales | 1.00% |
Quarterly Financial Data (una_3
Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Research and development | $ 2,839 | $ 3,259 | $ 2,629 | $ 2,305 | $ 2,817 | $ 5,247 | $ 5,815 | $ 6,380 | $ 11,032 | $ 20,259 | $ 17,854 |
General and administrative | 1,476 | 1,332 | 1,596 | 2,037 | 1,867 | 1,584 | 2,058 | 2,112 | 6,441 | 7,621 | 6,745 |
Total operating expenses | 4,315 | 4,591 | 4,225 | 4,342 | 4,684 | 6,831 | 7,873 | 8,492 | 17,473 | 27,880 | 24,599 |
Loss from operations | (4,315) | (4,591) | (4,225) | (4,342) | (4,684) | (6,831) | (7,873) | (8,492) | (17,473) | (27,880) | (24,599) |
Change in fair value of common stock warrant liability | 178 | 215 | 673 | 1,616 | 3,676 | 17,840 | (3,689) | 7,050 | 2,682 | 24,877 | (30,403) |
Warrant amendment charge | 0 | 0 | (674) | 0 | 0 | 0 | 0 | 0 | (674) | 0 | 0 |
Interest income | 57 | 89 | 121 | 130 | 96 | 92 | 91 | 99 | 397 | 378 | 184 |
Pre-tax loss | (4,080) | (4,287) | (4,105) | (2,596) | (912) | 11,101 | (11,471) | (1,343) | (15,068) | (2,625) | (54,818) |
Income tax benefit | 0 | 0 | 0 | 1,801 | 0 | 0 | 0 | 5,439 | 1,801 | 5,439 | 0 |
Net (loss) income | $ (4,080) | $ (4,287) | $ (4,105) | $ (795) | $ (912) | $ 11,101 | $ (11,471) | $ 4,096 | $ (13,267) | $ 2,818 | $ (54,822) |
Weighted average shares outstanding: | |||||||||||
Basic (in shares) | 4,566,886 | 4,553,535 | 4,543,993 | 4,346,109 | 3,847,592 | 3,847,350 | 3,815,297 | 3,803,979 | 4,503,375 | 3,829,769 | 2,596,729 |
Diluted (in shares) | 4,566,886 | 4,553,535 | 4,543,993 | 4,346,109 | 3,971,715 | 4,302,967 | 3,815,297 | 4,806,712 | 4,503,375 | 4,336,593 | 2,596,729 |
Net income (loss) per share: | |||||||||||
Basic (in dollars per share) | $ (0.89) | $ (0.94) | $ (0.90) | $ (0.18) | $ (0.24) | $ 2.89 | $ (3.01) | $ 1.08 | $ (2.95) | $ 0.73 | $ (21.11) |
Diluted (in dollars per share) | $ (0.89) | $ (0.94) | $ (0.90) | $ (0.18) | $ (1.15) | $ (1.55) | $ (3.01) | $ (0.60) | $ (2.95) | $ (5.07) | $ (21.11) |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | Apr. 01, 2020USD ($)$ / sharesshares | Feb. 07, 2020 | Jan. 25, 2019USD ($)$ / sharesshares | Sep. 29, 2017USD ($)$ / sharesshares | May 15, 2017USD ($)$ / shares | Mar. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) |
Subsequent Event [Line Items] | |||||||||
Warrants exercised (in shares) | shares | 0 | ||||||||
Proceeds received from exercise of warrants | $ 0 | $ 190 | $ 2,299 | ||||||
Sale of stock (in shares) | shares | 666,666 | 1,296,650 | |||||||
Share price of initial public offering (in dollars per share) | $ / shares | $ 10.50 | $ 18.075 | $ 22.50 | ||||||
Net proceeds from sale of stock | $ 6,200 | $ 22,800 | $ 2,700 | $ 6,236 | $ 0 | $ 0 | |||
Placement fees | 500 | ||||||||
Offering costs | $ 300 | ||||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants exercised (in shares) | shares | 254,769 | ||||||||
Proceeds received from exercise of warrants | $ 3,100 | ||||||||
Conversion ratio | 0.0667 | ||||||||
Sale of stock (in shares) | shares | 1,275,000 | ||||||||
Share price of initial public offering (in dollars per share) | $ / shares | $ 12 | ||||||||
Net proceeds from sale of stock | $ 14,100 | ||||||||
Placement fees | 1,100 | ||||||||
Offering costs | $ 100 |