Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 08, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Entity Transition Report | false | |
Entity File Number | 001-39990 | |
Entity Registrant Name | ANGION BIOMEDICA CORP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 11-3430072 | |
Entity Address, Address Line One | 51 Charles Lindbergh Boulevard | |
Entity Address, City or Town | Uniondale | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11553 | |
City Area Code | 415 | |
Local Phone Number | 655-4899 | |
Title of 12(b) Security | Common Stock, par value $0.01 | |
Trading Symbol | ANGN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 30,113,339 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001601485 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 63,372 | $ 88,756 |
Grants receivable | 0 | 806 |
Prepaid expenses and other current assets | 2,513 | 1,685 |
Total current assets | 65,885 | 91,247 |
Property and equipment, net | 388 | 451 |
Operating lease right-of-use assets | 3,589 | 3,986 |
Investments in related parties | 865 | 723 |
Other assets | 86 | 106 |
Total assets | 70,813 | 96,513 |
Current liabilities | ||
Accounts payable | 2,656 | 4,710 |
Accrued expenses | 4,086 | 3,219 |
Operating lease liabilities, current | 943 | 894 |
Financing obligation, current | 62 | 58 |
Deferred revenue, current | 0 | 2,301 |
Warrant liability | 33 | 114 |
Total current liabilities | 7,780 | 11,296 |
Operating lease liabilities, noncurrent | 2,990 | 3,475 |
Financing obligation, noncurrent | 202 | 235 |
Other liabilities, noncurrent | 81 | 0 |
Total liabilities | 11,053 | 15,006 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Common stock, $0.01 par value per share; 300,000,000 and 300,000,000 shares authorized, 30,052,544 and 29,959,060 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 301 | 300 |
Additional paid-in capital | 297,875 | 296,445 |
Accumulated other comprehensive income (loss) | 98 | (103) |
Accumulated deficit | (238,514) | (215,135) |
Total stockholders' equity | 59,760 | 81,507 |
Total liabilities and stockholders' equity | $ 70,813 | $ 96,513 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 30,052,544 | 29,959,060 |
Common stock, shares outstanding (in shares) | 30,052,544 | 29,959,060 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue: | ||||
Contract revenue | $ 653 | $ 540 | $ 2,301 | $ 911 |
Total revenue | 653 | 540 | 2,301 | 911 |
Operating expenses: | ||||
Research and development | 6,073 | 14,444 | 17,740 | 28,742 |
General and administrative | 3,615 | 4,340 | 8,081 | 10,352 |
Total operating expenses | 9,688 | 18,784 | 25,821 | 39,094 |
Loss from operations | (9,035) | (18,244) | (23,520) | (38,183) |
Other income (expense) | ||||
Change in fair value of warrant liability | 42 | 200 | 81 | (3,319) |
Change in fair value of convertible notes | 0 | 0 | 0 | (7,469) |
Change in fair value of Series C convertible preferred stock | 0 | 0 | 0 | (3,592) |
Gain upon debt extinguishment | 0 | 905 | 0 | 905 |
Foreign exchange transaction loss | (337) | (22) | (226) | (75) |
Earnings from equity method investment | 133 | (35) | 142 | 20 |
Interest income (expense), net | 58 | 124 | 144 | (2,046) |
Total other income (expense) | (104) | 1,172 | 141 | (15,576) |
Net loss | (9,139) | (17,072) | (23,379) | (53,759) |
Other comprehensive income: | ||||
Foreign currency translation adjustment | 297 | 68 | 201 | 114 |
Comprehensive loss | $ (8,842) | $ (17,004) | $ (23,178) | $ (53,645) |
Net loss per common share, basic (in dollars per share) | $ (0.30) | $ (0.58) | $ (0.78) | $ (2.02) |
Net loss per common share, diluted (in dollars per share) | $ (0.30) | $ (0.58) | $ (0.78) | $ (2.02) |
Weighted average common shares outstanding, basic (in shares) | 29,973,886 | 29,670,329 | 29,966,609 | 26,574,290 |
Weighted average common shares outstanding, diluted (in shares) | 29,973,886 | 29,670,329 | 29,966,609 | 26,574,290 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | IPO | Private placement | Non-IPO Related Stock Transactions | Common Stock | Common Stock IPO | Common Stock Private placement | Common Stock Non-IPO Related Stock Transactions | Treasury Stock | Additional Paid-in Capital | Additional Paid-in Capital IPO | Additional Paid-in Capital Private placement | Additional Paid-in Capital Non-IPO Related Stock Transactions | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Common Stock, Beginning balance (in shares) at Dec. 31, 2020 | 15,632,809 | ||||||||||||||
Beginning balance at Dec. 31, 2020 | $ (90,449) | $ 156 | $ (1,846) | $ 72,136 | $ (333) | $ (160,562) | |||||||||
Treasury Stock, Beginning balance (in shares) at Dec. 31, 2020 | (316,088) | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of common stock, net of issuance costs (in shares) | 5,750,000 | 1,562,500 | |||||||||||||
Issuance of common stock, net of issuance costs | $ 82,715 | $ 24,250 | $ 58 | $ 16 | $ 82,657 | $ 24,234 | |||||||||
Conversion of convertible preferred stock into common stock upon initial public offering (in shares) | 2,234,640 | ||||||||||||||
Conversion of convertible preferred stock into common stock upon initial public offering | 35,754 | $ 22 | 35,732 | ||||||||||||
Conversion of convertible notes (in shares) | 3,636,189 | 33,978 | |||||||||||||
Conversion of convertible notes | 58,179 | $ 460 | $ 36 | 58,143 | $ 460 | ||||||||||
Exercise of warrants (in shares) | 844,335 | 107,038 | |||||||||||||
Exercise of warrants | $ 13,509 | 680 | $ 9 | $ 1 | $ 13,500 | 679 | |||||||||
Exercise of broker warrants (in shares) | 47,188 | ||||||||||||||
Exercise of stock options (in shares) | 155 | ||||||||||||||
Exercise of stock options | 1 | 1 | |||||||||||||
Issuance of common stock upon vesting of restricted stock units and performance stock units (in shares) | 204,774 | ||||||||||||||
Issuance of common stock upon net settlement of restricted stock units and performance stock units | 13 | $ 2 | 11 | ||||||||||||
Return of common stock to pay withholding taxes on restricted stock (in shares) | (77,060) | ||||||||||||||
Return of common stock to pay withholding taxes on restricted stock | (1,145) | $ (1,145) | |||||||||||||
Stock-based compensation | 5,117 | 5,117 | |||||||||||||
Foreign currency translation adjustment | 46 | 46 | |||||||||||||
Net loss | (36,687) | (36,687) | |||||||||||||
Common stock, Ending balance (in shares) at Mar. 31, 2021 | 30,053,606 | ||||||||||||||
Ending balance at Mar. 31, 2021 | 92,443 | $ 300 | $ (2,991) | 292,670 | (287) | (197,249) | |||||||||
Treasury Stock, Ending balance (in shares) at Mar. 31, 2021 | (393,148) | ||||||||||||||
Common Stock, Beginning balance (in shares) at Dec. 31, 2020 | 15,632,809 | ||||||||||||||
Beginning balance at Dec. 31, 2020 | (90,449) | $ 156 | $ (1,846) | 72,136 | (333) | (160,562) | |||||||||
Treasury Stock, Beginning balance (in shares) at Dec. 31, 2020 | (316,088) | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Foreign currency translation adjustment | 114 | ||||||||||||||
Net loss | (53,759) | ||||||||||||||
Common stock, Ending balance (in shares) at Jun. 30, 2021 | 30,278,530 | ||||||||||||||
Ending balance at Jun. 30, 2021 | 77,189 | $ 303 | $ (4,210) | 295,636 | (219) | (214,321) | |||||||||
Treasury Stock, Ending balance (in shares) at Jun. 30, 2021 | (480,943) | ||||||||||||||
Common Stock, Beginning balance (in shares) at Mar. 31, 2021 | 30,053,606 | ||||||||||||||
Beginning balance at Mar. 31, 2021 | 92,443 | $ 300 | $ (2,991) | 292,670 | (287) | (197,249) | |||||||||
Treasury Stock, Beginning balance (in shares) at Mar. 31, 2021 | (393,148) | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of common stock, net of issuance costs (in shares) | 193,715 | ||||||||||||||
Issuance of common stock, net of issuance costs | 6 | $ 2 | 4 | ||||||||||||
Fractional shares paid out related to the forward stock split | (10) | (10) | |||||||||||||
Issuance of broker warrants | 0 | ||||||||||||||
Exercise of warrants (in shares) | 22,714 | ||||||||||||||
Exercise of warrants | $ 176 | $ 1 | $ 175 | ||||||||||||
Exercise of stock options (in shares) | 8,495 | ||||||||||||||
Exercise of stock options | 79 | 79 | |||||||||||||
Repurchase of common stock (in shares) | (87,795) | ||||||||||||||
Repurchase of common stock | (1,219) | $ (1,219) | |||||||||||||
Stock-based compensation | 2,718 | 2,718 | |||||||||||||
Foreign currency translation adjustment | 68 | 68 | |||||||||||||
Net loss | (17,072) | (17,072) | |||||||||||||
Common stock, Ending balance (in shares) at Jun. 30, 2021 | 30,278,530 | ||||||||||||||
Ending balance at Jun. 30, 2021 | $ 77,189 | $ 303 | $ (4,210) | 295,636 | (219) | (214,321) | |||||||||
Treasury Stock, Ending balance (in shares) at Jun. 30, 2021 | (480,943) | ||||||||||||||
Common Stock, Beginning balance (in shares) at Dec. 31, 2021 | 29,959,060 | 29,959,060 | |||||||||||||
Beginning balance at Dec. 31, 2021 | $ 81,507 | $ 300 | $ 0 | 296,445 | (103) | (215,135) | |||||||||
Treasury Stock, Beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of common stock upon vesting of restricted stock units and performance stock units (in shares) | 365 | ||||||||||||||
Stock-based compensation | 31 | 31 | |||||||||||||
Foreign currency translation adjustment | (96) | (96) | |||||||||||||
Net loss | (14,240) | (14,240) | |||||||||||||
Common stock, Ending balance (in shares) at Mar. 31, 2022 | 29,959,425 | ||||||||||||||
Ending balance at Mar. 31, 2022 | $ 67,202 | $ 300 | $ 0 | 296,476 | (199) | (229,375) | |||||||||
Treasury Stock, Ending balance (in shares) at Mar. 31, 2022 | 0 | ||||||||||||||
Common Stock, Beginning balance (in shares) at Dec. 31, 2021 | 29,959,060 | 29,959,060 | |||||||||||||
Beginning balance at Dec. 31, 2021 | $ 81,507 | $ 300 | $ 0 | 296,445 | (103) | (215,135) | |||||||||
Treasury Stock, Beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Foreign currency translation adjustment | 201 | ||||||||||||||
Net loss | $ (23,379) | ||||||||||||||
Common stock, Ending balance (in shares) at Jun. 30, 2022 | 30,052,544 | 30,052,544 | |||||||||||||
Ending balance at Jun. 30, 2022 | $ 59,760 | $ 301 | $ 0 | 297,875 | 98 | (238,514) | |||||||||
Treasury Stock, Ending balance (in shares) at Jun. 30, 2022 | 0 | ||||||||||||||
Common Stock, Beginning balance (in shares) at Mar. 31, 2022 | 29,959,425 | ||||||||||||||
Beginning balance at Mar. 31, 2022 | 67,202 | $ 300 | $ 0 | 296,476 | (199) | (229,375) | |||||||||
Treasury Stock, Beginning balance (in shares) at Mar. 31, 2022 | 0 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of common stock upon vesting of restricted stock units and performance stock units (in shares) | 93,119 | ||||||||||||||
Issuance of common stock upon net settlement of restricted stock units and performance stock units | 1 | $ 1 | |||||||||||||
Stock-based compensation | 1,399 | 1,399 | |||||||||||||
Foreign currency translation adjustment | 297 | 297 | |||||||||||||
Net loss | $ (9,139) | (9,139) | |||||||||||||
Common stock, Ending balance (in shares) at Jun. 30, 2022 | 30,052,544 | 30,052,544 | |||||||||||||
Ending balance at Jun. 30, 2022 | $ 59,760 | $ 301 | $ 0 | $ 297,875 | $ 98 | $ (238,514) | |||||||||
Treasury Stock, Ending balance (in shares) at Jun. 30, 2022 | 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) $ in Millions | 3 Months Ended |
Mar. 31, 2021 USD ($) | |
IPO | |
Stock issuance costs | $ 9.3 |
Private placement | |
Stock issuance costs | $ 0.7 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (23,379) | $ (53,759) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 63 | 29 |
Amortization of right-of-use assets | 397 | 332 |
Amortization of debt issuance costs | 0 | 1,884 |
Stock-based compensation | 1,430 | 7,835 |
PPP Loan forgiveness | 0 | (905) |
Change in fair value of convertible notes | 0 | 7,469 |
Change in fair value of Series C convertible preferred stock | 0 | 3,592 |
Change in fair value of warrant liability | (81) | 3,319 |
Earnings from equity method investment | (142) | (45) |
Distribution from equity investment | 0 | 24 |
Changes in operating assets and liabilities: | ||
Grants receivable | 806 | 0 |
Prepaid expenses and other current assets | (796) | 3,315 |
Other assets | 19 | (38) |
Accounts payable | (2,086) | 3,736 |
Accrued expenses | 867 | 1,345 |
Lease liabilities | (436) | (303) |
Deferred revenue | (2,301) | (912) |
Other liabilities, noncurrent | 81 | 0 |
Net cash used in operating activities | (25,558) | (23,082) |
Cash flows from investing activities: | ||
Purchases of fixed assets | 0 | (285) |
Net cash used in investing activities | 0 | (285) |
Cash flows from financing activities: | ||
Net proceeds from issuance of common stock upon initial public offering and Concurrent Private Placement, net of discount and commissions | 0 | 110,560 |
Payment of deferred offering costs | 0 | (3,073) |
Fractional share payments related to the forward stock split | 0 | (10) |
Taxes paid related to net share settlement upon vesting of restricted stock awards | 0 | (2,364) |
Proceeds from RSU settlement | 1 | 19 |
Payment of financing obligation | (29) | 0 |
Exercise of warrants | 0 | 856 |
Exercise of stock options | 0 | 80 |
Net cash (used in) provided by financing activities | (28) | 106,068 |
Effect of foreign currency on cash | 202 | 5 |
Net (decrease) increase in cash and cash equivalents | (25,384) | 82,706 |
Cash and cash equivalents at the beginning of the period | 88,756 | 34,607 |
Cash and cash equivalents at the end of the period | 63,372 | 117,313 |
Supplemental disclosure of noncash investing and financing activities: | ||
Right-of-use assets obtained in exchange for operating lease liabilities | 0 | 624 |
IPO | ||
Supplemental disclosure of noncash investing and financing activities: | ||
Conversion of convertible notes into stock | 0 | 58,179 |
Conversion of Series C preferred stock into common stock upon initial public offering | 0 | 35,754 |
Net exercise of warrants upon initial public offering | 0 | 13,509 |
Non-IPO Related Stock Transactions | ||
Supplemental disclosure of noncash investing and financing activities: | ||
Conversion of convertible notes into stock | $ 0 | $ 460 |
Description of the Business and
Description of the Business and Financial Condition | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business and Financial Condition | Description of the Business and Financial Condition Angion Biomedica Corp. (“Angion” or, the “Company”) is a biopharmaceutical company that has focused on the discovery, development and commercialization of novel small molecule therapeutics to address acute organ injuries and fibrotic diseases. The Company was incorporated in Delaware in 1998. Initial Public Offering and the Concurrent Private Placement On February 9, 2021, the Company’s registration statement on Form S-1 (File No. 333-252177) relating to its initial public offering (“IPO”) of common stock became effective. The IPO closed on February 9, 2021 at which time the Company issued 5,750,000 shares of its common stock at a price to the public of $16.00 per share, which included the full exercise by the underwriters of their option to purchase an additional 750,000 shares of common stock. In addition to the shares being sold in the IPO, the Company sold an additional 1,562,500 shares of its common stock at the public offering price of $16.00 per share to entities affiliated with Vifor International, Ltd., an existing stockholder (the “Concurrent Private Placement”) for gross proceeds of $25.0 million. The IPO and Concurrent Private Placement generated aggregate net proceeds of approximately $107.0 million, after deducting the underwriting discounts and commissions, private placement fee and offering expenses payable by the Company. In connection with the closing of the IPO, all outstanding shares of convertible preferred stock and outstanding convertible notes automatically converted into shares of common stock. Subsequent to the closing of the IPO, there were no shares of convertible preferred stock outstanding and there were no convertible notes outstanding. In connection with the closing of the IPO, the Company restated its Restated Certificate of Incorporation to change the authorized capital stock to 300,000,000 shares designated as common stock, and 10,000,000 shares designated as preferred stock, with a par value of $0.01 per share and $0.01 per share, respectively. Reduction in Force On January 4, 2022, the Company announced a reduction in force impacting somewhat less than half of its employees. The Company’s decision to engage in this reduction resulted from an assessment of its internal resources needs, given the results of the Phase 3 study of ANG-3777 in patients at risk for delayed graft function (DGF) would likely not support a regulatory approval in that population and the Phase 2 study in CSA-AKI would not support a Phase 3 trial in that indication. This reduction was a cost-cutting measure across the organization to support the Company’s 2022 primary focus on the clinical development of its investigational asset ANG-3070, a highly selective, oral tyrosine kinase receptor inhibitor in development as a treatment for fibrotic diseases, as well as advancing preclinical assets to IND-enabling studies. In connection with the reduction in force, the Company incurred termination costs, which include severance, benefits, and related costs of approximately $3.2 million, of which $2.7 million was research and development expense and $0.5 million was general and administrative expense. The Company paid $1.8 million during the six months ended June 30, 2022 and expects to pay the remaining $1.4 million, of which $1.3 million is included in accrued expenses, and $0.1 million is included in other liabilities, noncurrent, on or before September 2023. On July 25, 2022, the Company announced a process to explore strategic options for enhancing and preserving shareholder value (the “2022 Strategic Realignment”). Potential strategic options to be explored or evaluated as part of the process may include, but are not limited to merger, reverse merger, other business combination, sale of assets, licensing, or other strategic transactions. The Company also announced the discontinuation of development of ANG-3070 for all indications and the discontinuation of other development activities pending conclusion of the strategic process, except certain pre-clinical studies of ANG-3777, consistent with ongoing discussions with its license partner Vifor Pharma. In connection with the foregoing, the Company also announced an additional reduction in force of the majority of its current 37 employees. This reduction in force, expected to be completed in October 2022, is a cash preservation measure and impacts employees across the organization. The Company expects to record a charge of approximately $3.3 million in the third quarter of 2022 to implement the reduction in force. These charges are primarily one-time termination benefits payable in cash. Liquidity and Capital Resources Since inception, the Company has devoted substantially all of its efforts and financial resources to conducting research and development activities, including drug discovery and pre-clinical studies and clinical trials, establishing and maintaining its intellectual property portfolio, organizing and staffing the Company, business planning, raising capital and providing general and administrative support for these operations. The Company has incurred losses from operations and negative cash flows from operating activities since inception. As of June 30, 2022, the Company had $63.4 million in cash and cash equivalents and an accumulated deficit of $238.5 million. The Company has evaluated and concluded there are no conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern for a period of one year following the date these condensed consolidated financial statements are issued and believes its existing cash and cash equivalents will be sufficient to meet the projected operating requirements for at least 12 months following the issuance date of its condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The Company's condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company, its wholly owned subsidiary, Angion Biomedica Europe Limited, which was dissolved on March 16, 2021, and its wholly owned subsidiary, Angion Pty Ltd., which was established on August 22, 2019. The Company established Angion Pty Ltd., an Australian subsidiary, for the purpose of qualifying for research credits for studies conducted in Australia. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts reported in the Company’s condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period presentation. The Company’s remaining significant accounting policies are described in Note 2 to its consolidated financial statements for the year ended December 31, 2021, included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2022 (the “Annual Report on Form 10-K”). There have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 2022. Unaudited Interim Financial Information The condensed consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the SEC. The interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended December 31, 2021 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position, results of operations and comprehensive loss, and cash flows. The condensed consolidated balance sheet as of December 31, 2021 was derived from the audited financial statements as of that date. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this Quarterly Report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K. The results for any interim period are not necessarily indicative of results for any future period. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to the useful lives of long-lived assets, the measurement of stock-based compensation, accruals for research and development activities, income taxes and revenue recognition. The Company bases its estimates on historical experience and on other relevant assumptions that are reasonable under the circumstances. Actual results could materially differ from those estimates. Concentrations of Credit Risk and Off-Balance Sheet Risk Cash and cash equivalents are financial instruments potentially subject to concentrations of credit risk. The Company's cash and cash equivalents are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash balances due to the financial position of the depository institution in which those deposits are held. Additionally, the Company established guidelines regarding approved investments and maturities of investments, which are designed to maintain safety and liquidity. The Company maintains its cash equivalents in securities and money market funds with original maturities less than three months. The Company has no financial instruments with off-balance sheet risk of loss. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of June 30, 2022 and December 31, 2021, the Company’s cash equivalents were held in institutions in the United States and include deposits in a money market fund which were unrestricted as to withdrawal or use. Fair Value Measurement Certain assets and liabilities are carried at fair value under GAAP. Fair value is determined using the principles of ASC 820, Fair Value Measurement . Fair value is described as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes and defines the inputs to valuation techniques as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs are observable for the asset or liability either directly or through corroboration with observable market data. Level 3: Unobservable inputs. The inputs used to measure the fair value of an asset or a liability are categorized within levels of the fair value hierarchy. The fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the measurement. The Company's cash and cash equivalents, accounts payable and accrued expenses are carried at cost, which approximates fair value due to the short-term nature of these instruments. Revenue The Company does not have any products approved for sale and has not generated any revenue from product sales. The Company’s revenue to date has been primarily derived from government funding consisting of U.S. government grants and contracts and revenue under its license agreements. Contract Revenue The Company accounts for revenue earned from contracts with customers under Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”). Under ASC 606, the Company recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (1) Identify the contract(s) with a customer; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to the performance obligations in the contract; and (5) Recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, the Company assesses the goods or services promised within each contract, whether each promised good or service is distinct, and determines those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price allocated to the respective performance obligation when or as the performance obligation is satisfied. The Company enters into agreements under which it may obtain upfront payments, milestone payments, royalty payments and other fees. Promises under these arrangements may include research licenses, research services, including selection campaign research services for certain replacement targets, the obligation to share information during the research and the participation of alliance managers and in joint research committees, joint patent committees and joint steering committees. The Company assesses these promises within the context of the agreements to determine the performance obligations. Licenses of Intellectual Property : If a license to its intellectual property is determined to be distinct from the other promises or performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, upfront fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring proportional performance for purposes of recognizing revenue from non-refundable, upfront payments. The Company evaluates the measure of proportional performance each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone payments : The Company evaluates the probability of whether regulatory and development milestones will be reached and estimates the amounts to be included in the transaction price using the most likely amount method. The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the particular milestone in making this assessment. If it is probable a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. At the end of each reporting period, the Company re-evaluates the probability of achievement of milestones and any related constraint, and if necessary, adjust the estimate of the overall transaction price. Sales-based milestones and royalties : For sales-based royalties, including milestone payments based on the level of sales, the Company determines whether the sole or predominant item to which the royalties relate is a license. When the license is the sole or predominant item to which the sales-based royalty relates, the Company recognize revenue at the later of: (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any sales-based royalty revenue resulting from any license agreement. Deferred revenue , which is a contract liability, represents amounts received by the Company for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. The current portion of deferred revenue represents the amount expected to be recognized within one year from the consolidated balance sheet date based on the estimated performance period of the underlying performance obligation. The noncurrent portion of deferred revenue represents amounts expected to be recognized after one year from the condensed consolidated balance sheet date through the end of the performance period of the performance obligation. Grant Revenue The Company concluded that the Company's government grants are not within the scope of ASC 606 as they do not meet the definition of a contract with a customer. The Company has concluded the grants meet the definition of a contribution and are non-reciprocal transactions, and has also concluded Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition , does not apply, as the Company is a business entity and the grants are with governmental agencies. In the absence of applicable guidance under GAAP, the Company developed a policy recognizing grant revenue when the allowable costs are incurred and the right to payment is realized. The Company believes this policy is consistent with the overarching premise in ASC 606, to ensure revenue recognition reflects the transfer of promised goods or services to customers in an amount reflecting the consideration the Company expects to be entitled to in exchange for those goods or services, even though there is no exchange as defined in ASC 606. The Company believes the recognition of revenue as costs are incurred and amounts become realizable is analogous to the concept of transfer of control of a service over time under ASC 606. Research and Development Research and development costs include, but are not limited to, payroll and personnel expenses, laboratory supplies, preclinical studies, compound manufacturing costs, consulting costs and allocated overhead, including rent, equipment, depreciation and utilities. Research and development costs may be offset by research and development refundable tax rebates received by the Company’s wholly-owned Australian subsidiary. The Company has agreements with various Contract Research Organizations (“CROs") and third-party vendors. Research and development accruals of amounts due to the CRO are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced, are included in accrued expenses on the condensed consolidated balance sheet. Payments made to CROs under such arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered. The Company makes judgments and estimates in determining the accrued expenses balance in each reporting period. As actual costs become known, the Company adjusts its accrued expenses. For the three and six months ended June 30, 2022 and 2021, the Company has not experienced any material differences between accrued costs and actual costs incurred. Advertising Costs Advertising costs are expensed as incurred. For the three and six months ended June 30, 2022 and 2021, advertising costs were not material. Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share excludes the potential impact of common stock options, warrants and unvested shares of restricted stock and restricted stock units because their effect would be anti-dilutive due to the Company's net loss. Since the Company had net losses for the three and six months ended June 30, 2022 and 2021, basic and diluted net loss per common share are the same. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (ASU No. 2016-13), which requires an entity to utilize a |
Revenue and Deferred Revenue
Revenue and Deferred Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Deferred Revenue | Revenue and Deferred Revenue Contract Revenue The Company’s contract revenue has been generated from payments received pursuant to a license agreement (the “Vifor License”) with Vifor International, Ltd. (“Vifor Pharma”), with headquarters located in Switzerland. The Company recognized revenue from upfront payments over the term of its estimated period of performance using a cost-based input method under Topic 606. Vifor License Agreement In November 2020, the Company entered into a license agreement with Vifor Pharma, granting Vifor Pharma global rights (excluding China, Taiwan, Hong Kong and Macau) to develop, manufacture and commercialize ANG-3777 in all therapeutic, prophylactic and diagnostic uses for renal indications, including forms of acute kidney injury (AKI), and congestive heart failure (collectively, the Renal Indications). Pursuant to the Vifor License, the Company received $60.0 million in upfront and equity payments, including $30.0 million in up-front cash received in November 2020, and a $30.0 million equity investment, $5.0 million of which was a convertible note that subsequently converted into common stock with the IPO and $25.0 million of which was received in the Concurrent Private Placement with the Company’s IPO. The Company is also eligible to receive post-approval milestones of up to approximately $260.0 million and sales-related milestones of up to $1.585 billion, providing a total potential deal value of up to $1.905 billion (subject to certain specified reductions and offsets), plus tiered royalties on net sales of ANG-3777 at royalty rates of up to 40%. Under the Vifor License, the Company is responsible for executing a pre-specified clinical development plan designed to obtain regulatory approvals of ANG-3777 for delayed graft function (DGF) and AKI associated with cardiac surgery involving cardiopulmonary bypass (CSA-AKI). Based on the ANG-3777 clinical trial data disclosed in the fourth quarter of 2021, the Company does not expect to receive any additional clinical, post-approval, or sales milestones, or royalties, as it does not intend to continue to pursue the clinical development plan for ANG-3777 set forth in the Vifor License. On October 26, 2021, the Company announced that its Phase 3 trial of ANG-3777 in DGF did not achieve its primary endpoint and the data from the Phase 3 trial was not expected to provide sufficient evidence to support an indication in the studied DGF population. On December 9, 2021, the Company announced its Phase 2 trial of ANG-3777 in CSA-AKI did not achieve its primary endpoint and the data from the Phase 2 trial was not expected to provide sufficient evidence to support a Phase 3 trial in the studied CSA-AKI population. Angion and Vifor continue to analyze data from the CSA-AKI trial. In 2022, the Company and Vifor Pharma continue to work to complete the planned analyses of the results of the clinical trials announced in the fourth quarter of 2021 and to discuss the future of the collaboration based upon such analyses. Vifor Pharma may terminate the Vifor License at its sole discretion upon the earlier of (i) the acceptance for filing of an NDA covering products incorporating ANG-3777 filed with the FDA (after completion of the relevant Phase 3 clinical trial for such products), or (ii) the third anniversary of the effective date of the Vifor License. Both the Company and Vifor Pharma may terminate the Vifor License in its entirety if the other is in material breach of the Vifor License and has not cured the breach (if curable) within 60 days, or 90 days for incurable breach. In certain circumstances, in the event of the Company’s material breach of the Vifor License, Vifor Pharma may terminate the Vifor License with respect to certain major markets. In addition, both parties have the right to terminate the Vifor License upon insolvency of the other party. The Company identified the following performance obligations in the Vifor License based upon the clinical development plan for ANG-3777: (1) the global license (excluding greater China), (2) the development services, including the clinical development services including a post-approval confirmatory study, the technical development services and regulatory services and (3) the required participation on Joint Committees for coordination and oversight. The Company determined that the license is not capable of being distinct due to the specialized nature of the development services to be provided by the Company, and, accordingly, this promise was combined with the development services and participation in the joint committees as one single performance obligation. In order to determine the transaction price, the Company evaluated all the payments to be received during the duration of the contract. Certain milestones and additional fees were considered variable consideration, which were not included in the transaction price at contract inception. The Company determined the transaction price at the inception of the Vifor License was $15.0 million, which represents 50% of the $30.0 million upfront payment due to the potential setoff defined in the contract. Based on the ANG-3777 clinical trial data disclosed in the fourth quarter of 2021 and the Company’s decision to discontinue the current clinical development plan for ANG-3777 DGF as described above, the Company adjusted the transaction price to include an additional $15.0 million in previously constrained variable consideration. The Company also reassessed the performance period as the Company is currently closing out the planned analyses from both trials. As of June 30, 2022, the Company has completed substantially all performance obligation under the Vifor License and recognized all remaining deferred revenue under the agreement during the three months ended June 30, 2022. Using the cost-based input method, the Company recognizes revenue based on actual costs incurred as a percentage of total estimated costs as the Company completes its performance obligation. The cumulative effect of revisions to estimated costs to complete the Company’s performance obligation will be recorded in the period in which changes are identified and amounts can be reasonably estimated. These actual costs consist primarily of internal full time equivalent (FTE) efforts and third-party contract costs related to the Vifor License. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis and their assigned levels within the fair value hierarchy (in thousands): June 30, 2022 Level 1 Level 2 Level 3 Total Money market funds (1) $ 12,366 $ — $ — $ 12,366 Total assets $ 12,366 $ — $ — $ 12,366 Warrant liabilities $ — $ — $ 34 $ 34 Total liabilities $ — $ — $ 34 $ 34 December 31, 2021 Level 1 Level 2 Level 3 Total Money market funds (1) $ 87,252 $ — $ — $ 87,252 Total assets $ 87,252 $ — $ — $ 87,252 Warrant liabilities — — 114 114 Total liabilities $ — $ — $ 114 $ 114 _________________ (1) Included in cash and cash equivalents on the condensed consolidated balance sheets. This balance includes cash requirements settled on a nightly basis. There were no transfers made among the three levels in the fair value hierarchy during periods presented. The following table presents a summary of changes in the fair value of the Company’s common stock warrant liability (in thousands): June 30, December 31, Balance, beginning of the period $ 114 $ 10,704 Net exercise of warrants — (13,509) Change in fair value (81) 2,919 Balance, end of the period $ 33 $ 114 The fair value of the warrants issued by the Company has been estimated using a variant of the Black Scholes option pricing model. The underlying equity included in the Black Scholes option pricing model was valued based on the equity value implied from sales of preferred and common stock at each measurement date. The fair value of the warrants was impacted by the model selected as well as assumptions surrounding unobservable inputs including the underlying equity value, expected volatility of the underlying equity, risk free interest rate and the expected term. The Company records the change in the fair value of common stock warrants in change in fair value of warrant liability in the condensed consolidated statements of operations. The fair value of the common stock warrant liability was estimated using the following assumptions: June 30, December 31, Weighted average strike price $7.60 $7.60 Contractual term (years) 6.2 6.7 Volatility (annual) 125.7% 124.0% Risk-free rate 3.0% 1.4% Dividend yield (per share) 0.0% 0.0% |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): June 30, December 31, Equipment $ 866 $ 866 Furniture and fixtures 34 34 Leasehold improvements 68 68 Total property and equipment 968 968 Less: accumulated depreciation (580) (517) Property and equipment, net $ 388 $ 451 Depreciation expense for each of the three and six months ended June 30, 2022 and 2021 was immaterial. Prepaid and Other Current Assets Prepaid and other current assets consisted of the following (in thousands): June 30, December 31, Angion Pty tax receivable $ 3 $ 781 Prepaid insurance 1,942 275 Security deposit 105 131 Other 463 498 Total prepaid and other current assets $ 2,513 $ 1,685 Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, December 31, Accrued compensation $ 722 $ 2,023 Accrued restructuring (Note 1) 1,321 — Accrued direct research costs 1,886 764 Accrued operating expenses 157 432 Total accrued expenses $ 4,086 $ 3,219 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the board of directors. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2015 Plan In June 2019, the Company approved an Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”) permitting the granting of incentive stock options, non-statutory stock options, restricted stock and other stock-based awards. Following the effectiveness of the 2021 Equity Incentive Plan (“2021 Plan”), the Company ceased making grants under the 2015 Plan. However, the 2015 Plan continues to govern the terms and conditions of the outstanding awards granted under it. Shares of common stock subject to awards granted under the 2015 Plan that cease to be subject to such awards by forfeiture or otherwise after the termination of the 2015 Plan will be available for issuance under the 2021 Plan. 2021 Plan On January 25, 2021, the Company's board of directors approved the 2021 Plan which permits the granting of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards to employees, directors, officers and consultants. On January 25, 2021, shares of common stock equal to 11% of the post-IPO capitalization were authorized for issuance under the 2021 Plan. The 2021 Plan provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022, by the lesser of 5% of the Company’s common stock outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s board of directors. Stock Options The fair value of each employee and non-employee stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model based on the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Risk-free interest rate 3.1% 1.1% 1.7% 0.7% Expected dividend yield 0.0% 0.0% 0.0% 0.0% Expected term in years 5.48 6.05 5.90 5.99 Expected volatility 70.8% 74.3%-74.8% 70.8%-72.5% 73.8%-86.8% Each of these inputs is subjective and generally requires significant judgment. Expected Term —The expected term represents the period the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method, which is based on the mid-point between the contractual term and vesting period. Volatility —The Company determines volatility based on the historical volatilities of comparable publicly traded life science companies over a period equal to the expected term because it does not have sufficient trading history for its common stock price. The comparable companies were chosen based on the similar size, stage in the life cycle, or area of specialty. The Company will continue to apply this process until a sufficient amount of historical information regarding volatility on its own stock becomes available. Risk-Free Interest Rate —The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Dividend Yield —The Company has never paid and has no plans to pay any dividends on its common stock. Therefore, the Company has used an expected dividend yield of zero. Fair Value of Common Stock —For periods prior to the IPO, the Company determined the estimated fair value of its common stock using the Subject Company Transaction Method which includes the back-solve and scenario-based methods (Probability Weighted Expected Return Method) to arrive at estimated fair values. Subsequent to the IPO, the fair value was based on the closing price of the Company’s common stock on the grant date. The following table summarizes information and activity related to the Company’s stock options: Number of Weighted Average Weighted Average Total Outstanding as of December 31, 2021 4,230,162 $ 8.92 8.4 $ — Options granted 2,248,700 1.93 Options forfeited (626,950) 10.35 Outstanding as of June 30, 2022 5,851,912 $ 6.08 7.7 $ — Options vested and exercisable 2,799,721 $ 7.34 6.1 $ — The aggregate intrinsic value in the above table is calculated as the difference between the estimated fair value of the Company's common stock price and the exercise price of the stock options. The weighted average grant date fair value per share for the stock option grants during the three months ended June 30, 2022 and 2021 was $1.08 and $9.29, and $1.18 and $8.89 during the six months ended June 30, 2022 and 2021 respectively. As of June 30, 2022, the total unrecognized compensation related to unvested stock option awards granted was $4.6 million. The Company expects to reverse $1.7 million in the next six months of 2022 due to the implementation of the reduction in force announced in July 2022. The remaining $2.9 million is expected to be recognized over a weighted-average period of approximately 1.9 years. Restricted Stock Units (RSUs) The following table summarizes information and activity related to the Company’s RSUs: Number of Weighted Outstanding at December 31, 2021 17,504 $ 9.51 Vested (729) $ 9.51 Outstanding as of June 30, 2022 16,775 $ 9.51 Vested as of June 30, 2022 729 $ 9.51 Performance-based Restricted Stock Units (PSUs) The Company had 556,530 PSUs outstanding that were granted in June 2019. Vesting of the PSUs is dependent upon the satisfaction of both a service condition and a performance condition, an initial public offering or a change of control, as defined in the 2015 Plan. As the IPO occurred in February 2021, the performance condition was met and 185,510 PSUs vested and were released upon the closing of the IPO. Another 185,510 PSUs vested and were released in June 2021 upon the second anniversary of the grants. In June 2022, 92,755 PSUs were released upon the third anniversary of the grants, therefore, as of June 30, 2022 , the Company had 92,755 PSUs outstanding. Stock-based Compensation Expense The following table summarizes total stock-based compensation expense recorded in the condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development $ 535 $ 1,409 $ 87 $ 3,952 General and administrative 866 1,309 1,345 3,883 Total $ 1,401 $ 2,718 $ 1,432 $ 7,835 The decrease in total stock-based compensation expense for three and six months ended June 30, 2022 is primarily due to the reversal of expense upon the forfeiture of awards in connection with the reduction in force event that occurred on January 4, 2022. See Note 1 for additional information. Employee Stock Purchase Plan In January 2021, the board of directors of the Company approved the Employee Stock Purchase Plan (the “ESPP”). The ESPP was effective on the date immediately prior to the effectiveness of the Company's registration statement relating to the IPO. A total of 390,000 shares of common stock were initially reserved for issuance under the ESPP. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022, by the lesser of 1% of the Company’s common stock outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s board of directors. The offering period and purchase period will be determined by the board of directors. As of June 30, 2022, 689,583 shares under the ESPP remain available for purchase and no offerings have been authorized. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Outstanding [Abstract] | |
Warrants | Warrants As of June 30, 2022 and December 31, 2021, outstanding warrants to purchase the Company's common stock consisted of the following: Classification Exercise Price Expiration Date June 30, December 31, Warrants issued with Conversion of Notes to Common Stock Equity $ 8.03 8/31/23 232,287 232,287 Warrants issued with Units in the Equity Offering Equity $ 8.03 8/31/23 875,034 875,034 Broker Warrants issued with Equity Offering Equity $ 0.01 8/31/25 1,297 1,297 Consultant Warrants Liability $ 7.60 8/31/28 39,505 39,505 Total Warrants 1,148,123 1,148,123 In accordance with ASC 815, the warrants classified as liabilities are recorded at fair value at the issuance date, with changes in the fair value recognized in the condensed consolidated statements of operations at the end of each reporting period. Refer to Note 4 for changes in the fair value recognized during the periods reported. In accordance with ASC 815, the warrants classified as equity do not meet the definition of a derivative and are classified in stockholders' equity in the condensed consolidated balance sheets. There was no warrant activity during the six months ended June 30, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company leases office and laboratory space in Uniondale, New York from NovaPark, a related party, under an agreement classified as an operating lease expiring on June 20, 2026. The Company's lease does not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Variable expenses generally represent the Company's share of the landlord's operating expenses, including management fees. The Company does not act as a lessor or have any leases classified as financing leases. The Company leased office space in Fort Lee, New Jersey, comprising approximately 2,105 square feet for approximately $0.1 million per year, under a non-cancelable operating lease through March 31, 2022. However, this arrangement was excluded from the calculation of lease liabilities and right of use assets as its term was less than one year. The lease was subject to charges for common area maintenance and other costs. The Company did not renew the New Jersey lease and it expired on March 31, 2022. In July 2020, the Company entered into a lease for office furniture in San Francisco, California set to expire in July 2025, with an immaterial annual lease payment. In February 2021, the Company entered into a lease for clinical and regulatory space in Newton, Massachusetts (the “Newton lease”), comprising approximately 6,157 square feet for approximately $0.2 million per year, under a non-cancelable operating lease through June 30, 2024. Pursuant to the Newton lease, the Company had four months of free rent starting from February 15, 2021 to June 14, 2021. The Company has one option to extend the term of the lease for three years with nine months’ notice. The following table summarizes the components of the Company's operating lease costs (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Operating lease cost $ 302 $ 317 $ 714 $ 590 Variable lease cost 91 85 144 215 Short-term lease cost 6 3 12 42 Total operating lease cost $ 399 $ 405 $ 870 $ 847 The following table summarizes quantitative information about the Company's operating leases (dollars in thousands): Six Months Ended June 30, 2022 2021 Operating cash flows from operating leases $ 644 $ 543 Right-of-use assets exchanged for operating lease liabilities $ — $ 624 Weighted-average remaining lease term—operating leases (in years) 3.7 3.5 Weighted-average discount rate—operating leases 9.5 % 9.1 % As of June 30, 2022, maturities of lease liabilities were as follows (in thousands): Year Ended December 31, Amounts 2022 (remaining six months) $ 646 2023 1,305 2024 1,209 2025 1,104 2026 516 Total 4,780 Less present value discount (847) Operating lease liabilities $ 3,933 Financing obligation In 2021, the Company entered into an immaterial sale and leaseback arrangement with a third-party financing institution as a financing mechanism to fund certain of its capital expenditures primarily related to operating equipment, whereby the physical asset is sold concurrent with an agreement to lease the asset back. The initial leaseback term is 42 months starting from November 2021. The arrangement includes a renewal option as well as a repurchase option at fair value with a cap at the end of the term. The arrangement does not qualify as an asset sale as control of the equipment did not transfer to the third party and is accounted for as a failed sale-leaseback. Therefore, the Company accounts for the arrangement as a financing transaction and records the proceeds received as a financing obligation. The leased assets are included in property and equipment, net on the condensed consolidated balance sheets and are subject to depreciation. The following table summarizes quantitative information about the Company's financing obligation for the six months ended June 30, 2022 (dollars in thousands): Cash flow information: Payments of financing obligation Operating cash flows from financing obligation $ 19 Financing cash flows from financing obligation $ 29 Other information: Weighted-average remaining lease term (in years) 2.8 Weighted-average discount rate (in percent) 1.1 % Carrying value of leased asset included in Property and Equipment, net $ 239 Depreciation associated with the leased asset $ 15 As of June 30, 2022, maturities of the financing obligation were as follows (in thousands): Year Ended December 31, Amounts 2022 (remaining six months) $ 47 2023 94 2024 94 2025 31 Total 266 Less present value discount (1) Financing obligation $ 265 Litigation The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. Indemnification The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third party with respect to its technology. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these arrangements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the fair value of these agreements is minimal. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s income tax provision was immaterial and the effective tax rate was 0% in each of the three and six months ended June 30, 2022 and 2021. The difference between the Company's effective tax rate of 0% and the U.S. federal statutory tax rate of 21% is primarily due to net operating losses in this period which are offset by the corresponding valuation allowance. The Company has provided a full valuation allowance against its net deferred tax assets as it is more likely than not such assets would not be realized. In assessing the realization of deferred tax assets, management considers whether it is more likely than not some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income in which those temporary differences become deductible. Based on the available objective evidence, management believes it is more likely than not the net deferred tax assets at June 30, 2022 will not be realizable. Accordingly, management has maintained a full valuation allowance against its net deferred tax assets at June 30, 2022. Each reporting period, management evaluates the need for a valuation allowance on the Company’s deferred tax assets by jurisdiction and adjust the Company’s estimates as more information becomes available. The Company is required to recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, the position will be sustained upon examination. Tax years starting from 2015 and forward are subject to examination by the U.S. federal and state tax authorities. These years are open due to net operating losses and tax credits remain unutilized from such years. The Company's policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. As of June 30, 2022, there were no accruals for interest and penalties related to uncertain tax positions. |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan Employee Benefit Plan The Company sponsors a retirement savings plan intended to qualify for favorable tax treatment under Section 401(a) of the Code, and contains a cash or deferred feature intended to meet the requirements of Section 401(k) of the Code. Participants may make pre-tax and certain after-tax (Roth) salary deferral contributions to the plan from their eligible earnings up to the statutorily prescribed annual limit under the Code. Participants who are 50 years of age or older may contribute additional amounts based on the statutory limits for catch-up contributions. Participant contributions are held in trust as required by law. No minimum benefit is provided under the plan. An employee’s interest in his or her salary deferral contributions is 100% vested when contributed. Contributions, subject to established limits, are matched at a dollar for dollar rate up to 3% of an individual’s earnings and fifty cents on the dollar on the next 4-5% of earnings. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders, which excludes shares which are legally outstanding but subject to repurchase by the Company (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator Net loss attributable to common stockholders $ (9,139) $ (17,072) $ (23,379) $ (53,759) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 29,973,886 29,670,329 29,966,609 26,574,290 Net loss per share attributable to common stockholders, basic and diluted $ (0.30) $ (0.58) $ (0.78) $ (2.02) The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive: Six Months Ended June 30, 2022 2021 Shares issuable upon exercise of stock options 5,851,912 4,488,202 Shares issuable upon the exercise of warrants 1,148,123 1,148,900 Unvested shares under restricted stock unit grants 109,530 46,675 Unvested shares under restricted stock grants — 7,292 Total 7,109,565 5,691,069 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On February 25, 2022, the Company entered into a Separation Agreement with Itzhak D. Goldberg, M.D., who formerly served as Executive Chairman and Chief Scientific Officer and currently serves as a director and Chairman Emeritus on the Company’s board of directors. Pursuant to the terms of the Separation Agreement, Dr. Goldberg will receive severance benefits of approximately $1.1 million. Under the 2015 Plan and 2021 Plan, Dr. Goldberg will continue to vest his PSUs and stock options and exercisability of his options, so long as he remains in continuous service with the Company as a director on the board of directors or otherwise. On March 1, 2022, the Company entered into a Separation Agreement with Elisha Goldberg, former employee and son of Itzhak D. Goldberg, M.D. Pursuant to the terms of the Separation Agreement, Mr. Goldberg will receive severance benefits of approximately $0.5 million. Mr. Goldberg will also have the right to exercise any vested stock options he may have received under the 2015 Plan or 2021 Plan until December 31, 2022, which extended the exercise period by 11 months. Ohr Investment In a series of investments in November 2013 and July 2017, the Company invested a total of $150,000 to acquire a membership interest in Ohr Cosmetics, LLC (“Ohr”), an affiliated company. The Company owns, and the family of the Company's Chairman Emeritus owns, approximately 2.4% and 81.3%, respectively, of the membership interests in Ohr. The Chairman Emeritus' son is the manager of Ohr. In November 2013, the Company granted Ohr an exclusive worldwide license, with the right to sublicense, under the Company's patent rights covering one of the Company's CYP26 inhibitors, ANG-3522, for the use in treating conditions of the skin or hair. Sublicensees may not grant further sublicenses under the Company's patent rights other than to affiliates of such sublicensees and entities with which sublicensees are collaborating for the research, development, manufacture and commercialization of the products. Ohr will pay the Company a royalty at a rate in the low single digits on gross revenue of products incorporating ANG-3522, and milestone payments potentially totaling up to $9.0 million based on achievement of sales milestones. Royalties and milestone payments will be paid until the later of 15 years from the first commercial sale of a licensed product or the last to expire licensed patent rights. The royalty rate is subject to adjustments under certain circumstances. The Company believes the Ohr License was made on terms no less favorable to the Company than those the Company could obtain from unaffiliated third parties. No revenue from this license agreement was recognized for the periods presented. NovaPark Investment and Lease As of June 30, 2022, the Company had a 10% interest in NovaPark. Members of the Company's Chairman Emeritus’ immediate family own a majority of the membership interests of NovaPark. The Company accounts for its aggregate 10% investment in NovaPark under the equity method. The following table provides the activity for the NovaPark investment for the three and six months ended June 30, 2022 and 2021 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Beginning balance $ 732 $ 782 $ 723 $ 727 Earnings from equity method investment 133 (22) 142 45 Distribution from NovaPark — (12) — (24) Ending balance $ 865 $ 748 $ 865 $ 748 The Company rents office and laboratory space in Uniondale, New York from NovaPark under a lease expiring June 20, 2026. The Company recorded rent expense for fixed lease payments of $0.3 million in each of the three months ended June 30, 2022 and 2021 and $0.5 million in each of the six months ended June 30, 2022 and 2021. The Company recorded rent expense for variable expenses related to the lease of $0.1 million for the three months ended June 30, 2022 and 2021 and $0.1 million and $0.2 million in each of the six months ended June 30, 2022 and 2021. See Note 9. Convertible Notes In connection with the IPO in February 2021, Victor Ganzi, Gilbert Omenn and Karen Wilson, directors of the Company, and Raj Venkatesan, brother of the Chief Executive Officer and director of the Company, converted all their outstanding convertible notes into an aggregate of 149,500 shares of common stock with a conversion price of $11.57. As of June 30, 2022, there were no convertible notes outstanding. Series C Convertible Preferred Stock In connection with the IPO in February 2021, Jay Venkatesan, M.D., the Chief Executive Officer and director of the Company converted all his outstanding preferred stock into an aggregate of 165,094 shares of common stock with a conversion price of $11.57 per share. As of June 30, 2022, there were no shares of convertible preferred stock outstanding. Consultant Fees Angion paid consulting fees under an agreement with the wife of the Company’s Chairman Emeritus for Company management services. Consultant fees paid to the wife were immaterial in each of the three and six months ended June 30, 2022 and 2021. This consultant agreement was terminated in February 2022. Other Dr. Michael Yamin, a former member of the board of directors of the Company, is a Scientific Advisor for Pearl Cohen Zedek Latzer Baratz LLP (Pearl Cohen). During the each of the three and six months ended June 30, 2022 and 2021, the Company paid Pearl Cohen an immaterial amount in legal fees, respectively. In January 2018, the Company also entered into a consulting agreement with Dr. Yamin pursuant to which he agreed to provide consulting services to the Company in the areas of biomedical research and development. Consultant fees paid to Dr. Yamin were immaterial in in each of the three and six months ended June 30, 2022 and 2021. Dr. Yamin resigned from the Company's board of directors in March 2020. Dr. Yamin's resignation was not due to any disagreement with the Company, the board or management of the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company's condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company, its wholly owned subsidiary, Angion Biomedica Europe Limited, which was dissolved on March 16, 2021, and its wholly owned subsidiary, Angion Pty Ltd., which was established on August 22, 2019. The Company established Angion Pty Ltd., an Australian subsidiary, for the purpose of qualifying for research credits for studies conducted in Australia. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts reported in the Company’s condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period presentation. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The condensed consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the SEC. The interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended December 31, 2021 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position, results of operations and comprehensive loss, and cash flows. The condensed consolidated balance sheet as of December 31, 2021 was derived from the audited financial statements as of that date. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this Quarterly Report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K. The results for any interim period are not necessarily indicative of results for any future period. |
Segments | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to the useful lives of long-lived assets, the measurement of stock-based compensation, accruals for research and development activities, income taxes and revenue recognition. The Company bases its estimates on historical experience and on other relevant assumptions that are reasonable under the circumstances. Actual results could materially differ from those estimates. |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Cash and cash equivalents are financial instruments potentially subject to concentrations of credit risk. The Company's cash and cash equivalents are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash balances due to the financial position of the depository institution in which those deposits are held. Additionally, the Company established guidelines regarding approved investments and maturities of investments, which are designed to maintain safety and liquidity. The Company maintains its cash equivalents in securities and money market funds with original maturities less than three months. The Company has no financial instruments with off-balance sheet risk of loss. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of June 30, 2022 and December 31, 2021, the Company’s cash equivalents were held in institutions in the United States and include deposits in a money market fund which were unrestricted as to withdrawal or use. |
Fair Value Measurement | Fair Value Measurement Certain assets and liabilities are carried at fair value under GAAP. Fair value is determined using the principles of ASC 820, Fair Value Measurement . Fair value is described as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes and defines the inputs to valuation techniques as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs are observable for the asset or liability either directly or through corroboration with observable market data. Level 3: Unobservable inputs. The inputs used to measure the fair value of an asset or a liability are categorized within levels of the fair value hierarchy. The fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the measurement. The Company's cash and cash equivalents, accounts payable and accrued expenses are carried at cost, which approximates fair value due to the short-term nature of these instruments. |
Revenue | Revenue The Company does not have any products approved for sale and has not generated any revenue from product sales. The Company’s revenue to date has been primarily derived from government funding consisting of U.S. government grants and contracts and revenue under its license agreements. Contract Revenue The Company accounts for revenue earned from contracts with customers under Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”). Under ASC 606, the Company recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (1) Identify the contract(s) with a customer; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to the performance obligations in the contract; and (5) Recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, the Company assesses the goods or services promised within each contract, whether each promised good or service is distinct, and determines those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price allocated to the respective performance obligation when or as the performance obligation is satisfied. The Company enters into agreements under which it may obtain upfront payments, milestone payments, royalty payments and other fees. Promises under these arrangements may include research licenses, research services, including selection campaign research services for certain replacement targets, the obligation to share information during the research and the participation of alliance managers and in joint research committees, joint patent committees and joint steering committees. The Company assesses these promises within the context of the agreements to determine the performance obligations. Licenses of Intellectual Property : If a license to its intellectual property is determined to be distinct from the other promises or performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, upfront fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring proportional performance for purposes of recognizing revenue from non-refundable, upfront payments. The Company evaluates the measure of proportional performance each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone payments : The Company evaluates the probability of whether regulatory and development milestones will be reached and estimates the amounts to be included in the transaction price using the most likely amount method. The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the particular milestone in making this assessment. If it is probable a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. At the end of each reporting period, the Company re-evaluates the probability of achievement of milestones and any related constraint, and if necessary, adjust the estimate of the overall transaction price. Sales-based milestones and royalties : For sales-based royalties, including milestone payments based on the level of sales, the Company determines whether the sole or predominant item to which the royalties relate is a license. When the license is the sole or predominant item to which the sales-based royalty relates, the Company recognize revenue at the later of: (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any sales-based royalty revenue resulting from any license agreement. Deferred revenue , which is a contract liability, represents amounts received by the Company for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. The current portion of deferred revenue represents the amount expected to be recognized within one year from the consolidated balance sheet date based on the estimated performance period of the underlying performance obligation. The noncurrent portion of deferred revenue represents amounts expected to be recognized after one year from the condensed consolidated balance sheet date through the end of the performance period of the performance obligation. Grant Revenue The Company concluded that the Company's government grants are not within the scope of ASC 606 as they do not meet the definition of a contract with a customer. The Company has concluded the grants meet the definition of a contribution and are non-reciprocal transactions, and has also concluded Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition , does not apply, as the Company is a business entity and the grants are with governmental agencies. In the absence of applicable guidance under GAAP, the Company developed a policy recognizing grant revenue when the allowable costs are incurred and the right to payment is realized. The Company believes this policy is consistent with the overarching premise in ASC 606, to ensure revenue recognition reflects the transfer of promised goods or services to customers in an amount reflecting the consideration the Company expects to be entitled to in exchange for those goods or services, even though there is no exchange as defined in ASC 606. The Company believes the recognition of revenue as costs are incurred and amounts become realizable is analogous to the concept of transfer of control of a service over time under ASC 606. |
Research and Development | Research and Development Research and development costs include, but are not limited to, payroll and personnel expenses, laboratory supplies, preclinical studies, compound manufacturing costs, consulting costs and allocated overhead, including rent, equipment, depreciation and utilities. Research and development costs may be offset by research and development refundable tax rebates received by the Company’s wholly-owned Australian subsidiary. |
Advertising Costs | Advertising CostsAdvertising costs are expensed as incurred. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share excludes the potential impact of common stock options, warrants and unvested shares of restricted stock and restricted stock units because their effect would be anti-dilutive due to the Company's net loss. Since the Company had net losses for the three and six months ended June 30, 2022 and 2021, basic and diluted net loss per common share are the same. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (ASU No. 2016-13), which requires an entity to utilize a |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis and their assigned levels within the fair value hierarchy (in thousands): June 30, 2022 Level 1 Level 2 Level 3 Total Money market funds (1) $ 12,366 $ — $ — $ 12,366 Total assets $ 12,366 $ — $ — $ 12,366 Warrant liabilities $ — $ — $ 34 $ 34 Total liabilities $ — $ — $ 34 $ 34 December 31, 2021 Level 1 Level 2 Level 3 Total Money market funds (1) $ 87,252 $ — $ — $ 87,252 Total assets $ 87,252 $ — $ — $ 87,252 Warrant liabilities — — 114 114 Total liabilities $ — $ — $ 114 $ 114 _________________ (1) Included in cash and cash equivalents on the condensed consolidated balance sheets. This balance includes cash requirements settled on a nightly basis. |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents a summary of changes in the fair value of the Company’s common stock warrant liability (in thousands): June 30, December 31, Balance, beginning of the period $ 114 $ 10,704 Net exercise of warrants — (13,509) Change in fair value (81) 2,919 Balance, end of the period $ 33 $ 114 |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The fair value of the common stock warrant liability was estimated using the following assumptions: June 30, December 31, Weighted average strike price $7.60 $7.60 Contractual term (years) 6.2 6.7 Volatility (annual) 125.7% 124.0% Risk-free rate 3.0% 1.4% Dividend yield (per share) 0.0% 0.0% |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): June 30, December 31, Equipment $ 866 $ 866 Furniture and fixtures 34 34 Leasehold improvements 68 68 Total property and equipment 968 968 Less: accumulated depreciation (580) (517) Property and equipment, net $ 388 $ 451 |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following (in thousands): June 30, December 31, Angion Pty tax receivable $ 3 $ 781 Prepaid insurance 1,942 275 Security deposit 105 131 Other 463 498 Total prepaid and other current assets $ 2,513 $ 1,685 |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): June 30, December 31, Accrued compensation $ 722 $ 2,023 Accrued restructuring (Note 1) 1,321 — Accrued direct research costs 1,886 764 Accrued operating expenses 157 432 Total accrued expenses $ 4,086 $ 3,219 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards | The fair value of each employee and non-employee stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model based on the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Risk-free interest rate 3.1% 1.1% 1.7% 0.7% Expected dividend yield 0.0% 0.0% 0.0% 0.0% Expected term in years 5.48 6.05 5.90 5.99 Expected volatility 70.8% 74.3%-74.8% 70.8%-72.5% 73.8%-86.8% |
Schedule of Share Option Activity | The following table summarizes information and activity related to the Company’s stock options: Number of Weighted Average Weighted Average Total Outstanding as of December 31, 2021 4,230,162 $ 8.92 8.4 $ — Options granted 2,248,700 1.93 Options forfeited (626,950) 10.35 Outstanding as of June 30, 2022 5,851,912 $ 6.08 7.7 $ — Options vested and exercisable 2,799,721 $ 7.34 6.1 $ — |
Schedule of RSU Information and Activity | The following table summarizes information and activity related to the Company’s RSUs: Number of Weighted Outstanding at December 31, 2021 17,504 $ 9.51 Vested (729) $ 9.51 Outstanding as of June 30, 2022 16,775 $ 9.51 Vested as of June 30, 2022 729 $ 9.51 |
Schedule of Components of Stock-Based Compensation Expense | The following table summarizes total stock-based compensation expense recorded in the condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development $ 535 $ 1,409 $ 87 $ 3,952 General and administrative 866 1,309 1,345 3,883 Total $ 1,401 $ 2,718 $ 1,432 $ 7,835 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Outstanding [Abstract] | |
Schedule of Outstanding Warrants | As of June 30, 2022 and December 31, 2021, outstanding warrants to purchase the Company's common stock consisted of the following: Classification Exercise Price Expiration Date June 30, December 31, Warrants issued with Conversion of Notes to Common Stock Equity $ 8.03 8/31/23 232,287 232,287 Warrants issued with Units in the Equity Offering Equity $ 8.03 8/31/23 875,034 875,034 Broker Warrants issued with Equity Offering Equity $ 0.01 8/31/25 1,297 1,297 Consultant Warrants Liability $ 7.60 8/31/28 39,505 39,505 Total Warrants 1,148,123 1,148,123 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Components of Operating Lease Costs | The following table summarizes the components of the Company's operating lease costs (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Operating lease cost $ 302 $ 317 $ 714 $ 590 Variable lease cost 91 85 144 215 Short-term lease cost 6 3 12 42 Total operating lease cost $ 399 $ 405 $ 870 $ 847 |
Schedule of Quantitative Information Regarding NovaPark Operating Leases | The following table summarizes quantitative information about the Company's operating leases (dollars in thousands): Six Months Ended June 30, 2022 2021 Operating cash flows from operating leases $ 644 $ 543 Right-of-use assets exchanged for operating lease liabilities $ — $ 624 Weighted-average remaining lease term—operating leases (in years) 3.7 3.5 Weighted-average discount rate—operating leases 9.5 % 9.1 % |
Schedule of Maturities of Lease Liabilities | As of June 30, 2022, maturities of lease liabilities were as follows (in thousands): Year Ended December 31, Amounts 2022 (remaining six months) $ 646 2023 1,305 2024 1,209 2025 1,104 2026 516 Total 4,780 Less present value discount (847) Operating lease liabilities $ 3,933 |
Schedule of Quantitative Information about the Financing Obligation | The following table summarizes quantitative information about the Company's financing obligation for the six months ended June 30, 2022 (dollars in thousands): Cash flow information: Payments of financing obligation Operating cash flows from financing obligation $ 19 Financing cash flows from financing obligation $ 29 Other information: Weighted-average remaining lease term (in years) 2.8 Weighted-average discount rate (in percent) 1.1 % Carrying value of leased asset included in Property and Equipment, net $ 239 Depreciation associated with the leased asset $ 15 |
Schedule of Maturities of Financing Obligation | As of June 30, 2022, maturities of the financing obligation were as follows (in thousands): Year Ended December 31, Amounts 2022 (remaining six months) $ 47 2023 94 2024 94 2025 31 Total 266 Less present value discount (1) Financing obligation $ 265 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share, Basic and Diluted | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders, which excludes shares which are legally outstanding but subject to repurchase by the Company (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator Net loss attributable to common stockholders $ (9,139) $ (17,072) $ (23,379) $ (53,759) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 29,973,886 29,670,329 29,966,609 26,574,290 Net loss per share attributable to common stockholders, basic and diluted $ (0.30) $ (0.58) $ (0.78) $ (2.02) |
Schedule of Antidilutive Securities Excluded From Computation of Net Loss per Share | The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive: Six Months Ended June 30, 2022 2021 Shares issuable upon exercise of stock options 5,851,912 4,488,202 Shares issuable upon the exercise of warrants 1,148,123 1,148,900 Unvested shares under restricted stock unit grants 109,530 46,675 Unvested shares under restricted stock grants — 7,292 Total 7,109,565 5,691,069 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Nova Park Investment Activity | The following table provides the activity for the NovaPark investment for the three and six months ended June 30, 2022 and 2021 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Beginning balance $ 732 $ 782 $ 723 $ 727 Earnings from equity method investment 133 (22) 142 45 Distribution from NovaPark — (12) — (24) Ending balance $ 865 $ 748 $ 865 $ 748 |
Description of the Business a_2
Description of the Business and Financial Condition (Details) | 3 Months Ended | 6 Months Ended | 18 Months Ended | ||||
Jul. 25, 2022 position | Feb. 09, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Feb. 10, 2021 USD ($) shares | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Share price (in dollars per share) | $ / shares | $ 16 | ||||||
Convertible notes payable | $ 0 | $ 0 | |||||
Common stock, shares authorized (in shares) | shares | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Preferred stock, shares authorized (in shares) | shares | 10,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||||
Restructuring charges | $ 3,200,000 | ||||||
Cash and cash equivalents | 63,372,000 | $ 88,756,000 | |||||
Accumulated deficit | 238,514,000 | $ 215,135,000 | |||||
Subsequent Event | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Reduction in force | position | 37 | ||||||
Accrued Expenses | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Restructuring charges | 1,300,000 | ||||||
Other Liabilities, Noncurrent | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Restructuring charges | 100,000 | ||||||
Forecast | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Payments for restructuring | $ 1,400,000 | ||||||
Severance costs | $ 3,300,000 | ||||||
Research and development | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Restructuring charges | 2,700,000 | ||||||
Payments for restructuring | 1,800,000 | ||||||
General and administrative | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Restructuring charges | $ 500,000 | ||||||
Convertible Preferred Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Convertible preferred stocks outstanding (in shares) | shares | 0 | ||||||
IPO and Private Placement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Net proceeds from issuance of common stock upon initial public offering and Concurrent Private Placement, net of discount and commissions | $ 107,000,000 | ||||||
IPO | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares sold in offering (in shares) | shares | 5,750,000 | ||||||
Private placement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares sold in offering (in shares) | shares | 1,562,500 | ||||||
Net proceeds from issuance of common stock upon initial public offering and Concurrent Private Placement, net of discount and commissions | $ 25,000,000 | ||||||
Over-allotment option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares sold in offering (in shares) | shares | 750,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2022 operating_segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Revenue and Deferred Revenue (D
Revenue and Deferred Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Feb. 09, 2021 | Nov. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||||
Contract revenue | $ 653 | $ 540 | $ 2,301 | $ 911 | |||
Deferred revenue, current | 0 | $ 0 | $ 2,301 | ||||
License | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Contract termination period, curable breach | 60 days | ||||||
Contract termination period, incurable breach | 90 days | ||||||
Vifor Pharma | License | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Upfront and near-term milestone payment, entitled to receive | $ 60,000 | ||||||
Contract with customer, liability | 30,000 | ||||||
Equity securities | $ 30,000 | ||||||
Post-approval milestone payment, entitled to receive | 260,000 | ||||||
Sales-related milestone payment, entitled to receive | 1,585,000 | ||||||
Total milestone payment, entitled to receive | $ 1,905,000 | ||||||
Royalty rates (up to) | 40% | ||||||
Contract with customer, revenue recognized | $ 15,000 | 15,000 | |||||
Transaction price, percent of upfront payment | 50% | ||||||
Contract revenue | 700 | $ 500 | $ 2,300 | $ 900 | |||
Deferred revenue, current | $ 0 | $ 0 | $ 2,300 | ||||
Vifor Pharma | License | IPO | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Equity investment received | 5,000 | ||||||
Vifor Pharma | License | Private placement | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Equity investment received | $ 25,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair value measurements, recurring - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | $ 12,366 | $ 87,252 |
Total assets | 12,366 | 87,252 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 34 | 114 |
Total liabilities | 34 | 114 |
Level 1 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 12,366 | 87,252 |
Total assets | 12,366 | 87,252 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 0 | 0 |
Total assets | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | 0 |
Total liabilities | 0 | 0 |
Level 3 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 0 | 0 |
Total assets | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 34 | 114 |
Total liabilities | $ 34 | $ 114 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value, Liabilities, Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Warrant Liability - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 114 | $ 10,704 |
Net exercise of warrants | 0 | (13,509) |
Change in fair value | (81) | 2,919 |
Ending balance | $ 33 | $ 114 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value Measurement Inputs and Valuation Techniques (Details) | Jun. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, contractual term | 6 years 2 months 12 days | 6 years 8 months 12 days |
Weighted average strike price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 7.60 | 7.60 |
Volatility (annual) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 1.257 | 1.240 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.030 | 0.014 |
Dividend yield (per share) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 968 | $ 968 |
Less: accumulated depreciation | (580) | (517) |
Property and equipment, net | 388 | 451 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 866 | 866 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 34 | 34 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 68 | $ 68 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Angion Pty tax receivable | $ 3 | $ 781 |
Prepaid insurance | 1,942 | 275 |
Security deposit | 105 | 131 |
Other | 463 | 498 |
Total prepaid and other current assets | $ 2,513 | $ 1,685 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation | $ 722 | $ 2,023 |
Accrued restructuring (Note 1) | 1,321 | 0 |
Accrued direct research costs | 1,886 | 764 |
Accrued operating expenses | 157 | 432 |
Total accrued expenses | $ 4,086 | $ 3,219 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 6 Months Ended |
Jun. 30, 2022 vote | |
Equity [Abstract] | |
Number of votes per share of common stock | 1 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Jan. 01, 2022 | Feb. 09, 2021 | Jan. 25, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jan. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Weighted average grant date fair value per share for stock option grants (in dollars per share) | $ 1.08 | $ 9.29 | $ 1.18 | $ 8.89 | |||||||
Unrecognized compensation related to unvested stock option awards | $ 4.6 | $ 4.6 | $ 4.6 | ||||||||
Unrecognized compensation related to unvested stock option awards, expected to be reversed | 1.7 | 1.7 | 1.7 | ||||||||
Unrecognized compensation related to unvested stock option awards, expected to be recognized | $ 2.9 | $ 2.9 | $ 2.9 | ||||||||
Stock Option | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expected dividend yield | 0% | 0% | 0% | 0% | |||||||
Unrecognized compensation related to unvested stock option awards, period for recognition (in years) | 1 year 10 months 24 days | ||||||||||
Performance-based Restricted Stock Units (PSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
PSUs outstanding that were granted (in shares) | 556,530 | ||||||||||
PSUs vested and released (in shares) | 185,510 | 92,755 | 185,510 | ||||||||
Non-option equity instruments outstanding (in shares) | 92,755 | 92,755 | 92,755 | ||||||||
Employee Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Percentage of outstanding stock | 1% | ||||||||||
Shares reserved for future issuance (in shares) | 390,000 | ||||||||||
Shares available for purchase under the ESPP (in shares) | 689,583 | 689,583 | 689,583 | ||||||||
Shares authorized for issuance (in shares) | 0 | 0 | 0 | ||||||||
2021 Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Post-IPO capitalization rate | 11% | ||||||||||
Percentage of outstanding stock | 5% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards (Details) - Stock Option | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 3.10% | 1.10% | 1.70% | 0.70% |
Expected dividend yield | 0% | 0% | 0% | 0% |
Expected term in years | 5 years 5 months 23 days | 6 years 18 days | 5 years 10 months 24 days | 5 years 11 months 26 days |
Expected volatility | 70.80% | |||
Expected volatility, minimum | 74.30% | 70.80% | 73.80% | |
Expected volatility, maximum | 74.80% | 72.50% | 86.80% |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Share Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Number of Stock Options | ||
Outstanding at beginning of period (in shares) | 4,230,162 | |
Options granted (in shares) | 2,248,700 | |
Options forfeited (in shares) | (626,950) | |
Outstanding at end of period (in shares) | 5,851,912 | 4,230,162 |
Options vested and exercisable (in shares) | 2,799,721 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 8.92 | |
Options granted (in dollars per share) | 1.93 | |
Options forfeited (in dollars per share) | 10.35 | |
Outstanding at end of period (in dollars per share) | 6.08 | $ 8.92 |
Options vested and exercisable (in dollars per share) | $ 7.34 | |
Stock Option Activity, Additional Disclosures | ||
Options outstanding, weighted average remaining contractual life (in years) | 7 years 8 months 12 days | 8 years 4 months 24 days |
Options vested and exercisable, weighted average remaining contractual life (in years) | 6 years 1 month 6 days | |
Options outstanding, total intrinsic value | $ 0 | $ 0 |
Options vested and exercisable, total intrinsic value | $ 0 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of RSU Information and Activity (Details) - Restricted Stock Units (RSUs) | 6 Months Ended | |
Jun. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares | |
Number of Restricted Stock Units | ||
Outstanding at beginning of period (in shares) | shares | 17,504 | |
Vested (in shares) | shares | (729) | |
Outstanding at end of period (in shares) | shares | 16,775 | |
Vested at end of period (in shares) | shares | 729 | |
Weighted Average Grant Date Fair Value Per Share | ||
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 9.51 | $ 9.51 |
Vested (in dollars per share) | $ / shares | 9.51 | |
Outstanding at end of period (in dollars per share) | $ / shares | 9.51 | |
Vested at end of period (in dollars per share) | $ / shares | $ 9.51 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Components of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 1,401 | $ 2,718 | $ 1,432 | $ 7,835 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 535 | 1,409 | 87 | 3,952 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 866 | $ 1,309 | $ 1,345 | $ 3,883 |
Warrants - Outstanding Warrants
Warrants - Outstanding Warrants (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 1,148,123 | 1,148,123 |
Warrants issued with Conversion of Notes to Common Stock, Equity | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 8.03 | |
Warrants outstanding (in shares) | 232,287 | 232,287 |
Warrants issued with Units in the Equity Offering, Equity | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 8.03 | |
Warrants outstanding (in shares) | 875,034 | 875,034 |
Broker Warrants issued with Equity Offering, Equity | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 0.01 | |
Warrants outstanding (in shares) | 1,297 | 1,297 |
Consultant Warrants, Liability | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 7.60 | |
Warrants outstanding (in shares) | 39,505 | 39,505 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 1 Months Ended | 6 Months Ended | ||
Feb. 28, 2021 USD ($) ft² option | Jul. 31, 2020 USD ($) | Jun. 30, 2022 USD ($) ft² | Nov. 30, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Leaseback term | 42 months | |||
New Jersey | ||||
Lessee, Lease, Description [Line Items] | ||||
Area of office space (in sqft) | ft² | 2,105 | |||
Operating lease, payment per year | $ 0.1 | |||
California | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, payment per year | $ 0 | |||
Massachusetts | ||||
Lessee, Lease, Description [Line Items] | ||||
Area of office space (in sqft) | ft² | 6,157 | |||
Operating lease, payment per year | $ 0.2 | |||
Free rent expense period | 4 months | |||
Number of options to extend | option | 1 | |||
Renewal term | 3 years | |||
Notice period for option to extend | 9 months |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Components of Operating Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease cost | $ 302 | $ 317 | $ 714 | $ 590 |
Variable lease cost | 91 | 85 | 144 | 215 |
Short-term lease cost | 6 | 3 | 12 | 42 |
Total operating lease cost | $ 399 | $ 405 | $ 870 | $ 847 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Quantitative Information about Operating Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 644 | $ 543 |
Right-of-use assets exchanged for operating lease liabilities | $ 0 | $ 624 |
Weighted-average remaining lease term—operating leases (in years) | 3 years 8 months 12 days | 3 years 6 months |
Weighted-average discount rate—operating leases | 9.50% | 9.10% |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 (remaining six months) | $ 646 |
2023 | 1,305 |
2024 | 1,209 |
2025 | 1,104 |
2026 | 516 |
Total | 4,780 |
Less present value discount | (847) |
Operating lease liabilities | $ 3,933 |
Commitments and Contingencies_5
Commitments and Contingencies - Schedule of Quantitative Information about the Financing Obligation (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Operating cash flows from financing obligation | $ 19 | ||
Financing cash flows from financing obligation | $ 29 | $ 0 | |
Weighted-average remaining lease term (in years) | 2 years 9 months 18 days | ||
Weighted-average discount rate (in percent) | 1.10% | ||
Property and equipment, net | $ 388 | $ 451 | |
Depreciation | 63 | $ 29 | |
Leaseholds and Leasehold Improvements | |||
Lessee, Lease, Description [Line Items] | |||
Property and equipment, net | 239 | ||
Depreciation | $ 15 |
Commitments and Contingencies_6
Commitments and Contingencies - Schedule of Maturities of Financing Obligation (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 (remaining six months) | $ 47 |
2023 | 94 |
2024 | 94 |
2025 | 31 |
Total | 266 |
Less present value discount | (1) |
Financing obligation | $ 265 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 0% | 0% | 0% | 0% |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - Employee Benefit Plan | 6 Months Ended |
Jun. 30, 2022 | |
Defined Contribution Plan Disclosure [Line Items] | |
Employers matching contribution annual vesting (in percentage) | 100% |
Employer matching contribution, percent of employees' gross pay, 100% employer match | 3% |
Minimum | |
Defined Contribution Plan Disclosure [Line Items] | |
Employer matching contribution, percent of employees' gross pay, 50% employer match | 4% |
Maximum | |
Defined Contribution Plan Disclosure [Line Items] | |
Employer matching contribution, percent of employees' gross pay, 50% employer match | 5% |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Net Loss Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator | ||||||
Net loss attributable to common stockholders | $ (9,139) | $ (14,240) | $ (17,072) | $ (36,687) | $ (23,379) | $ (53,759) |
Denominator: | ||||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 29,973,886 | 29,670,329 | 29,966,609 | 26,574,290 | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 29,973,886 | 29,670,329 | 29,966,609 | 26,574,290 | ||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.30) | $ (0.58) | $ (0.78) | $ (2.02) | ||
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.30) | $ (0.58) | $ (0.78) | $ (2.02) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded From Computation of Net Loss per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 7,109,565 | 5,691,069 |
Shares issuable upon exercise of stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 5,851,912 | 4,488,202 |
Shares issuable upon the exercise of warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,148,123 | 1,148,900 |
Unvested shares under restricted stock unit grants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 109,530 | 46,675 |
Unvested shares under restricted stock grants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 0 | 7,292 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Mar. 01, 2022 | Feb. 09, 2021 | Nov. 30, 2013 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Feb. 25, 2022 | Feb. 10, 2021 | Jul. 31, 2017 | |
Related Party Transaction [Line Items] | ||||||||||
Severance benefits | $ 500,000 | $ 1,100,000 | ||||||||
Operating lease cost | $ 302,000 | $ 317,000 | $ 714,000 | $ 590,000 | ||||||
Variable lease cost | 91,000 | 85,000 | 144,000 | 215,000 | ||||||
Convertible notes payable | 0 | $ 0 | $ 0 | |||||||
Ohr Cosmetics, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Potential maximum milestone payment | $ 9,000,000 | |||||||||
Royalties and milestone payments, period | 15 years | |||||||||
Immediate Family of Executive Chairman | Ohr Cosmetics, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Family of the Executive Chairman investment, ownership percentage | 81.30% | |||||||||
Affiliated Entity | Ohr Cosmetics, LLC | License | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Revenue from license agreement | 0 | 0 | $ 0 | 0 | ||||||
Equity Method Investee | NovaPark | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating lease cost | 300,000 | 300,000 | 500,000 | 500,000 | ||||||
Variable lease cost | $ 100,000 | $ 100,000 | $ 100,000 | $ 200,000 | ||||||
Directors and Family Member of Chief Executive Officer/Director | Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Conversion of convertible notes (in shares) | 149,500 | |||||||||
Conversion price (in dollars per share) | $ 11.57 | |||||||||
Chief Executive Officer and Director | Series C preferred stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Conversion of convertible preferred stock into common stock upon IPO (in shares) | 165,094 | |||||||||
Convertible preferred stock, conversion price (in dollars per share) | $ 11.57 | |||||||||
Shares of convertible preferred stock (in shares) | 0 | 0 | ||||||||
Ohr Cosmetics, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Investment, ownership percentage | 2.40% | 2.40% | ||||||||
Ohr Cosmetics, LLC | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Investment, at cost | $ 150,000 | |||||||||
NovaPark | Equity Method Investee | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Equity method investment, ownership percentage | 10% | 10% | ||||||||
2021 Incentive Award Plan | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Plan modification, extended exercise period | 11 months |
Related Party Transactions - No
Related Party Transactions - Nova Park Investment Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Equity Method Investments [Roll Forward] | ||||
Earnings from equity method investment | $ 142 | $ 45 | ||
Distribution from NovaPark | 0 | (24) | ||
NovaPark | Equity Method Investee | ||||
Equity Method Investments [Roll Forward] | ||||
Beginning balance | $ 732 | $ 782 | 723 | 727 |
Earnings from equity method investment | 133 | (22) | 142 | 45 |
Distribution from NovaPark | 0 | (12) | 0 | (24) |
Ending balance | $ 865 | $ 748 | $ 865 | $ 748 |