Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 30, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38738 | |
Entity Registrant Name | ETON PHARMACEUTICALS, INC. | |
Entity Central Index Key | 0001710340 | |
Entity Tax Identification Number | 37-1858472 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 21925 W. Field Parkway | |
Entity Address, Address Line Two | Suite 235 | |
Entity Address, City or Town | Deer Park | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60010-7278 | |
City Area Code | (847) | |
Local Phone Number | 787-7361 | |
Title of 12(b) Security | Common stock, $0.001 par value per share | |
Trading Symbol | ETON | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,224,452 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 15,229 | $ 14,406 |
Accounts receivable, net | 796 | 5,471 |
Inventories | 510 | 550 |
Prepaid expenses and other current assets | 2,216 | 3,177 |
Total current assets | 18,751 | 23,604 |
Property and equipment, net | 109 | 115 |
Intangible assets, net | 4,240 | 3,621 |
Operating lease right-of-use assets, net | 84 | 104 |
Other long-term assets, net | 12 | 21 |
Total assets | 23,196 | 27,465 |
Current liabilities: | ||
Accounts payable | 2,131 | 1,774 |
Current portion of long-term debt | 1,418 | |
Accrued liabilities | 1,351 | 1,366 |
Total current liabilities | 3,482 | 4,558 |
Long-term debt, net of discount and including accrued fees | 6,331 | 5,262 |
Operating lease liabilities, net of current portion | 15 | |
Total liabilities | 9,813 | 9,835 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity | ||
Common stock, $0.001 par value; 50,000,000 shares authorized; 24,626,004 shares issued and outstanding at March 31, 2022 and December 31, 2021 | 25 | 25 |
Additional paid-in capital | 112,801 | 111,718 |
Accumulated deficit | (99,443) | (94,113) |
Total stockholders’ equity | 13,383 | 17,630 |
Total liabilities and stockholders’ equity | $ 23,196 | $ 27,465 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 24,626,004 | 24,626,004 |
Common stock, shares outstanding | 24,626,004 | 24,626,004 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Total net revenues | $ 2,176 | $ 11,897 |
Cost of sales | ||
Total cost of sales | 718 | 1,590 |
Gross profit | 1,458 | 10,307 |
Operating expenses: | ||
Research and development | 1,618 | 886 |
General and administrative | 4,927 | 4,058 |
Total operating expenses | 6,545 | 4,944 |
(Loss) income from operations | (5,087) | 5,363 |
Other expense: | ||
Interest and other expense, net | (243) | (247) |
(Loss) income before income tax expense | (5,330) | 5,116 |
Income tax expense | ||
Net (loss) income | $ (5,330) | $ 5,116 |
Net (loss) income per share, basic | $ (0.21) | $ 0.21 |
Net (loss) income per share, diluted | $ (0.21) | $ 0.19 |
Weighted average number of common shares outstanding, basic | 25,301 | 24,453 |
Weighted average number of common shares outstanding, diluted | 25,301 | 26,547 |
Licensing Revenue [Member] | ||
Revenues: | ||
Total net revenues | $ 11,500 | |
Cost of sales | ||
Total cost of sales | 1,500 | |
Product Sales and Royalties [Member] | ||
Revenues: | ||
Total net revenues | 2,176 | 397 |
Cost of sales | ||
Total cost of sales | $ 718 | $ 90 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 24 | $ 107,797 | $ (92,158) | $ 15,663 |
Beginning balance, shares at Dec. 31, 2020 | 24,312,808 | |||
Stock-based compensation | 673 | 673 | ||
Net income (loss) | 5,116 | 5,116 | ||
Stock option exercises | 103 | 103 | ||
Stock option exercises, shares | 75,000 | |||
Warrant exercises | ||||
Warrant exercises, shares | 94,808 | |||
Ending balance, value at Mar. 31, 2021 | $ 24 | 108,573 | (87,042) | 21,555 |
Ending balance, shares at Mar. 31, 2021 | 24,482,616 | |||
Beginning balance, value at Dec. 31, 2021 | $ 25 | 111,718 | (94,113) | 17,630 |
Beginning balance, shares at Dec. 31, 2021 | 24,626,004 | |||
Stock-based compensation | 1,083 | 1,083 | ||
Net income (loss) | (5,330) | (5,330) | ||
Ending balance, value at Mar. 31, 2022 | $ 25 | $ 112,801 | $ (99,443) | $ 13,383 |
Ending balance, shares at Mar. 31, 2022 | 24,626,004 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net (loss) income | $ (5,330) | $ 5,116 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Stock-based compensation | 1,083 | 673 |
Depreciation and amortization | 181 | 155 |
Debt discount amortization | 36 | 36 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 4,675 | (252) |
Inventories | 40 | (106) |
Prepaid expenses and other assets | 961 | (846) |
Accounts payable | (393) | (583) |
Accrued liabilities | (30) | (478) |
Net cash provided by operating activities | 1,223 | 3,715 |
Cash used in investing activities | ||
Purchases of property and equipment | (15) | |
Net cash used in investing activities | (15) | |
Cash flows from financing activities | ||
Repayment of long-term debt | (385) | |
Proceeds from employee stock option exercises | 103 | |
Net cash (used in) provided by financing activities | (385) | 103 |
Change in cash and cash equivalents | 823 | 3,818 |
Cash and cash equivalents at beginning of period | 14,406 | 21,295 |
Cash and cash equivalents at end of period | 15,229 | 25,113 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 215 | 214 |
Cash paid for income taxes | ||
Supplemental disclosures of non-cash investing activities: | ||
Payable for product license fee | $ 750 |
Company Overview
Company Overview | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company Overview | Note 1 — Company Overview Eton Pharmaceuticals, Inc. (“Eton” or the “Company”) was incorporated as a Delaware “C” corporation on April 27, 2017 and was initially set up as a wholly-owned subsidiary of Harrow Health, Inc. (“Harrow”, fka Imprimis Pharmaceuticals, Inc.). In June 2017, the Company raised $ 20,055 21,960 4,750 1,965 7,756 21,026 7.00 Eton is an innovative pharmaceutical company focused on developing, acquiring, and commercializing innovative products to treat rare diseases. The Company seeks to improve the formula, delivery system, or safety of existing molecules in order to address unmet patient needs. Eton pursues what it perceives to be low-risk product candidates where existing published literature, historical clinical trials, or physician usage has established safety and/or efficacy of the molecule, thereby reducing the incremental clinical burden required for the Company to bring the product to patients. The Company’s Biorphen® product was approved by the FDA in October 2019 and sales commenced for this product at the end of 2019. Eton’s EM-100 product was sold to Bausch Health and the product was approved by the FDA in September 2020. Bausch Health launched this product under the name of Alaway® Preservative Free in January 2021 and Eton receives royalties from the sale of the product. The Company acquired the licensing rights to Alkindi Sprinkle® and this product was approved by the FDA in October 2020 and launched in December 2020. The Company entered into a co-promotion agreement with Tolmar Pharmaceuticals in November 2021 whereby Tolmar will promote Alkindi Sprinkle through its salesforce in exchange for a royalty on net sales. In February 2021, the Company sold three pediatric neurology products it had under development to Azurity Pharmaceuticals (“Azurity”) and anticipates additional revenues from Azurity based on various product-related milestones including the commercial launch for two of these products which are currently under review with the FDA. Azurity launched one of the three products, Eprontia, in December 2021. In addition, the Company launched Carglumic Acid tablets in December 2021 as the first and only FDA-approved generic version of Carbaglu®. In March 2022, the Company’s U.S. marketing partner, XGen Pharmaceuticals (“XGen”) launched Rezipres® (a ready-to-use form of injectable ephedrine) and the Company receives a profit share on the sale of the Rezipres product. |
Liquidity Considerations
Liquidity Considerations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity Considerations | Note 2 — Liquidity Considerations To date, the Company has generated revenues from six products and expects further growth in 2022 and beyond in accordance with additional market penetration from these products plus revenues from licensing and additional products where it anticipates FDA approval. The Company currently believes its existing cash and cash equivalents of $ 15,229 Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The Company has prepared the accompanying condensed financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Unaudited Interim Financial Information The accompanying interim condensed financial statements are unaudited and have been prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments necessary for the fair presentation of the Company’s financial position as of March 31, 2022 and the results of its operations and its cash flows for the periods ended March 31, 2022 and 2021. The financial data and other information disclosed in these notes related to the three-month periods ended March 31, 2022 and 2021 are also unaudited. The results for the three-month period ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods or any future year or period. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, provisions for uncollectible receivables and sales returns, valuation of inventories, useful lives of assets and the impairment of property and equipment, the accrual of research and development expenses and the valuation of common stock, stock options and warrants. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates or assumptions. Segment Information The Company operates the business on the basis of a single reportable segment, which is the business of developing and commercializing prescription drug products. The Company’s chief operating decision-maker is the Chief Executive Officer (“CEO”), who evaluates the Company as a single operating segment. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. All cash and cash equivalents are held in U.S. financial institutions or invested in short-term U.S. treasury bills or high-grade money market funds. As of March 31, 2022, all of the Company’s cash is in a non-interest bearing account due to the current low-interest rate environment. From time to time, amounts deposited with its bank exceed federally insured limits. The Company believes the associated credit risk to be minimal. Accounts Receivable Accounts receivable are recorded at the invoiced amount and are non-interest bearing. Accounts receivable are recorded net of allowances for doubtful accounts, cash discounts for prompt payment, distribution fees, chargebacks and returns and allowances. The total for these reserves amounted to $ 132 96 Inventories The Company values its inventories at the lower of cost or net realizable value using the first-in, first-out method of valuation. The Company reviews its inventories for potential excess or obsolete issues on an ongoing basis and will record a write-down if an impairment is identified. Inventories at March 31, 2022 and December 31, 2021 consist solely of purchased finished goods. At March 31, 2022 and December 31, 2021 inventories are shown net of a reserve for its Biorphen product of $ 1,284 1,414 Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) Note 3 — Summary of Significant Accounting Policies (continued) Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is computed utilizing the straight-line method based on the following estimated useful lives: computer hardware and software is depreciated over three years five years estimated useful lives or the remaining lease term Maintenance and repairs are charged to expense as incurred, while renewals and improvements are capitalized. Intangible Assets The Company capitalizes payments it makes for licensed products when the payment is based on the FDA approval for the product and the cost is recoverable based on expected future cash flows from the product. The cost is amortized on a straight-line basis over the estimated useful life of the product commencing on the approval date in accordance with Accounting Standards Codification (“ASC”) 350 — Intangibles - Goodwill and Other. A $ 750 payment related to the approval of the Company’s Biorphen product in 2019 has been capitalized and that cost is being amortized over five years . In November 2021, the Company purchased the rights for its Carglumic Acid product for $ 3,250 and that cost is being amortized over ten years . During the first quarter of 2022, the Company capitalized a $ 750 fee for its Rezipres product and that cost is being amortized over five years . The intangible assets, net on the Company’s balance sheet reflected $ 510 of accumulated amortization as of March 31, 2022. The Company recorded $ 131 of amortization expense for the three months ended March 31, 2022. The table below shows the estimated remaining amortization for these products for each of the five years from 2022 to 2026 and thereafter. Schedule of Intangible Assets Amortization Expense Year Amortization Expense Remainder of 2022 469 2023 625 2024 600 2025 475 2026 475 Thereafter 1,596 Total estimated amortization expense 4,240 Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the Company’s statements of operations for the amount by which the carrying amount of the asset exceeds the fair value of the asset. No Debt Issuance Costs and Debt Discount and Detachable Debt-Related Warrants Costs incurred to issue debt are deferred and recorded as a reduction to the debt balance in the accompanying balance sheets. The Company amortizes debt issuance costs over the expected term of the related debt using the effective interest method. Debt discounts related to the relative fair value of warrants issued in conjunction with the debt and are also recorded as a reduction to the debt balance and accreted over the expected term of the debt to interest expense using the effective interest method. Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) Note 3 — Summary of Significant Accounting Policies (continued) Revenue Recognition for Contracts with Customers The Company accounts for contracts with its customers in accordance with ASC 606 — Revenue from Contracts with Customers. ASC 606 applies to all contracts with customers, except for contracts that are within the scope of other standards. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses whether these options provide a material right to the customer and, if so, they are considered performance obligations. The exercise of a material right is accounted for as a contract modification for accounting purposes. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time this is based on the use of an output or input method. Any amounts received prior to revenue recognition will be recorded as deferred revenue. Amounts expected to be recognized as revenue within the twelve months following the balance sheet date will be classified as current portion of deferred revenue in the Company’s balance sheets. Amounts not expected to be recognized as revenue within the twelve months following the balance sheet date are classified as long-term deferred revenue, net of current portion. Milestone Payments Royalties – Significant Financing Component – The Company sells Biorphen in the U.S. to wholesale pharmaceutical distributors, who then sell the product to hospitals and other end-user customers. Sales to wholesalers are made pursuant to purchase orders subject to the terms of a master agreement, and delivery of individual shipments of Biorphen represent performance obligations under each purchase order. The Company uses a third-party logistics (“3PL”) vendor to process and fulfill orders and has concluded it is the principal in the sales to wholesalers because it controls access to the 3PL vendor services rendered and directs the 3PL vendor activities. The Company has no significant obligations to wholesalers to generate pull-through sales. In addition, the Company sells its Alkindi Sprinkle and Carglumic Acid product to one pharmacy distributor customer which provides order fulfilment and inventory storage/distribution services. Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) Note 3 — Summary of Significant Accounting Policies (continued) Selling prices initially billed to wholesalers are subject to discounts for prompt payment and subsequent chargebacks when the wholesalers sell Biorphen at negotiated discounted prices to members of certain group purchasing organizations (“GPOs”) and government programs. In addition, the Company pays fees to wholesalers for their distribution services, inventory reporting and chargeback processing. The Company pays GPOs fees for administrative services and for access to GPO members and concluded the benefits received in exchange for these fees are not distinct from its sales of Biorphen, and accordingly it applies these amounts to reduce revenues. Wholesalers also have rights to return unsold product nearing or past the expiration date. Because of the shelf life of Biorphen and the Company’s lengthy return period, there may be a significant period of time between when the product is shipped and when it issues credits on returned product. For its Alkindi Sprinkle and Carglumic Acid products, the Company bills at the initial product list price which are subject to offsets for patient co-pay assistance and potential state Medicaid reimbursements which are recorded as a reduction of net revenues at the date of sale/shipment. The Company estimates the transaction price when it receives each purchase order taking into account the expected reductions of the selling price initially billed to the wholesaler/distributor arising from all of the above factors. The Company has developed estimates for future returns and chargebacks of Biorphen and the impact of the other discounts and fees it pays while Alkindi Sprinkle and Carglumic Acid sales to its distributor are not subject to returns. When estimating these adjustments to the transaction price, the Company reduces it sufficiently to be able to assert that it is probable that there will be no significant reversal of revenue when the ultimate adjustment amounts are known. The Company recognizes revenue from Biorphen product sales and related cost of sales upon product delivery to the wholesaler location. At that time, the wholesalers take control of the product as they take title, bear the risk of loss of ownership, and have an enforceable obligation to pay the Company. They also have the ability to direct sales of product to their customers on terms and at prices they negotiate. Although wholesalers have product return rights, the Company does not believe they have a significant incentive to return the product. The Company stores its Alkindi Sprinkle and Carglumic Acid inventory at its pharmacy distributor customer location and sales are recorded when stock is pulled and shipped to fulfill specific patient orders. Upon recognition of revenue from product sales, the estimated amounts of credit for product returns, chargebacks, distribution fees, prompt payment discounts, state Medicaid and GPO fees are included in sales reserves, accrued liabilities and net of accounts receivable. The Company monitors actual product returns, chargebacks, discounts and fees subsequent to the sale. If these amounts end up differing from its estimates, it will make adjustments to these allowances, which are applied to increase or reduce product sales revenue and earnings in the period of adjustment. In addition, the Company anticipates it will receive revenues from product licensing agreements where it has contracted for milestone payments and royalties from products it has developed or for which it has acquired the rights to a product developed by a third party. Revenues for the three months ended March 31, 2022 consisted of $2,153 of product sales and $ 23 11,500 of licensing milestone fees, $ 254 in product sales and $ 143 in royalty revenue. Cost of Sales Cost of sales consists of the profit-sharing and royalty fees with the Company’s product licensing and development partners, the purchase costs for finished products from third-party manufacturers and freight and handling/storage costs from the Company’s 3PL logistics service providers. The cost of sales for profit-sharing and royalty fees and costs for purchased finished products and the associated inbound freight expense is recorded when the associated product sale revenue is recognized in accordance with the terms of shipment to customers while outbound freight and handling/storage fees charged by the 3PL service provider are expensed as they are incurred. Cost of sales also reflects any write-downs or reserve adjustments for the Company’s inventories. Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) Note 3 — Summary of Significant Accounting Policies (continued) Research and Development Expenses Research and development (“R&D”) expenses include both internal R&D activities and external contracted services. Internal R&D activity expenses include salaries, benefits and stock-based compensation and other costs to support the Company’s R&D operations. External contracted services include product development efforts such as certain product licensor milestone payments, clinical trial activities, manufacturing and control-related activities and regulatory costs. R&D expenses are charged to operations as incurred. The Company reviews and accrues R&D expenses based on services performed and relies upon estimates of those costs applicable to the stage of completion of each project. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. Upfront payments and milestone payments made for the licensing of technology for products that are not yet approved by the FDA are expensed as R&D in the period in which they are incurred. Nonrefundable advance payments for goods or services to be received in the future for use in R&D activities are recorded as prepaid expenses and are expensed as the related goods are delivered or the services are performed. Income (Loss) Per Share Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders for the period by the weighted average number of common and common equivalent shares, such as unvested restricted stock, stock options and warrants that are outstanding during the period. Common stock equivalents are excluded from the computation when their inclusion would be anti-dilutive. For the three-month period ended March 31, 2022 common stock equivalents of 5,110,852 are excluded from the calculation of diluted net loss per share because the effect is anti-dilutive. For the three-month period ended March 31, 2021, common stock equivalents (using the treasury stock and “if converted” method) from stock options, unvested RSAs and warrants were 2,093,952 and excluded 729,692 shares that were anti-dilutive. Included in the basic and diluted net income (loss) per share calculation are RSUs awarded to directors that have vested, but the issuance and delivery of the common shares are deferred until the director retires from service as a director. Basic weighted average shares for the three months ended March 31, 2022 include 600,000 0.01 Stock-Based Compensation The Company accounts for stock-based compensation under the provisions of ASC — 718 Compensation — Stock Compensation. The guidance under ASC 718 requires companies to estimate the fair value of the stock-based compensation awards on the date of grant and record expense over the related service periods, which are generally the vesting period of the equity awards. The Company estimates the fair value of stock-based option awards using the Black-Scholes-Merton option-pricing model (“BSM”). The BSM requires the input of subjective assumptions, including the expected stock price volatility, the calculation of expected term, forfeitures and the fair value of the underlying common stock on the date of grant, among other inputs. The risk-free interest rate was determined from the implied yields for zero-coupon U.S. government issues with a remaining term approximating the expected life of the options or warrants. Dividends on common stock are assumed to be zero for the BSM valuation of the stock options. The expected term of stock options granted is based on vesting periods and the contractual life of the options. Expected volatilities are based on comparable companies’ historical volatility along with a limited weighting included for the Company’s own volatility, which management believes represents the most accurate basis for estimating expected future volatility under the current conditions. The Company accounts for forfeitures as they occur. The Company uses the closing common stock price on the date of grant for the fair value of the common stock. Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) Note 3 — Summary of Significant Accounting Policies (continued) Fair Value Measurements We measure certain of our assets and liabilities at fair value. Fair value represents 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. Fair value accounting requires characterization of the inputs used to measure fair value into a three-level fair value hierarchy as follows: Level 1 Level 2 Level 3 Fair value measurements are classified based on the lowest level of input that is significant to the measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of the assets and liabilities and their placement within the fair value hierarchy levels. The determination of the fair values stated below take into account the market for the Company’s financials, assets and liabilities, the associated credit risk and other factors as required. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. The Company’s financial instruments included cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and long-term debt obligation. The carrying amounts of these financial instruments, except for the long-term debt obligation, approximate their fair values due to the short-term maturities of these instruments. Based on borrowing rates currently available to the Company, the carrying value of the long-term debt obligation approximates its fair value. Impact of New Accounting Pronouncements There were no new accounting pronouncements issued by the FASB during the period that would apply to the Company would have a material impact on its financial position or results of operations. Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment consist of the following: Schedule of Property and Equipment March 31, December 31, Computer hardware and software $ 167 $ 157 Furniture and fixtures 111 106 Equipment 132 132 Leasehold improvements 71 71 Property and equipment, gross 481 466 Less: accumulated depreciation (372 ) (351 ) Property and equipment, net $ 109 $ 115 Depreciation expense for the three-month periods ended March 31, 2022 and 2021 was $ 21 84 |
Long Term Debt
Long Term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Note 5 — Long Term Debt SWK Loan On November 13, 2019, the Company entered into a credit agreement (the “SWK Credit Agreement”) with SWK Holdings Corporation (“SWK”) which provided for up to $ 10,000 5,000 5,000 2,000 3,000 2,000 10.0 2.0 2.0 5.0 The Company was required to maintain a minimum cash balance of $ 3,000 In connection with the initial $ 5,000 borrowed in November 2019, the Company issued warrants to SWK to purchase 51,239 shares of the Company’s common stock with an exercise price of $ 5.86 per share. The relative fair value of these 51,239 warrants was $ 226 and was estimated using BSM with the following assumptions: fair value of the Company’s common stock at issuance of $ 5.75 per share; seven -year contractual term; 95 % volatility; 0 % dividend rate; and a risk-free interest rate of 1.8 %. In connection with the additional $ 2,000 borrowed in August 2020, the Company issued warrants for 18,141 shares of its common stock at an exercise price of $ 6.62 per share. The relative fair value of the 18,141 warrants was $ 94 and was estimated using BSM with the following assumptions: fair value of the Company’s common stock at issuance of $ 6.85 per share; seven -year contractual term; 95 % volatility; 0 % dividend rate; and a risk-free interest rate of 0.4 %. Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) Note 5 — Long Term Debt (continued) These warrants (the “SWK Warrants”) are exercisable immediately and have a term of seven years from the date of issuance. The SWK Warrants are subject to a cashless exercise feature, with the exercise price and number of shares issuable upon exercise subject to change in connection with stock splits, dividends, reclassifications and other conditions. Interest expense of $ 247 36 264 36 129 On April 5, 2022, the Company and SWK entered into an amendment to the SWK Credit Agreement which allowed for a deferral of loan principal payments until May 2023 and reduced the interest rate to LIBOR 3-month plus 8.0 2.0 The table below reflects the future payments for the SWK loan principal and interest as of March 31, 2022. Schedule of Future Payments of Long Term Debt Amount 2022 $ 499 2023 1,676 2024 6,452 Total payments 8,627 Less: amount representing interest (2,012 ) Loan payable, gross 6,615 Less: unamortized discount (284 ) Long-term debt, net of unamortized discount $ 6,331 Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Common Stock | Note 6 — Common Stock The Company has 50,000,000 0.001 The Company did not have any stock issuance activity for the three-month period ended March 31, 2022. During the three months ended March 31, 2021, the Company issued 75,000 135,650 94,808 806 |
Common Stock Warrants
Common Stock Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock Warrants | |
Common Stock Warrants | Note 7 — Common Stock Warrants The Company’s outstanding warrants to purchase shares of its common stock at March 31, 2022 are summarized in the table below. Summary of Warrants Outstanding Description of Warrants No. of Shares Exercise Price Business Advisory Warrants 600,000 $ 0.01 Placement Agent Warrants – 2017 Preferred Stock Offering 471,446 $ 3.00 Placement Agent Warrants - IPO 414,000 $ 7.50 SWK Warrants – Debt – Tranche #1 51,239 $ 5.86 SWK Warrants – Debt – Tranche #2 18,141 $ 6.62 Total 1,554,826 $ 3.18 The holders of these warrants or their permitted transferees, are entitled to rights with respect to the registration under the Securities Act of 1933, as amended (the “Securities Act”) for their shares that are converted to common stock, including demand registration rights and piggyback registration rights. These rights are provided under the terms of a registration rights agreement between the Company and the investors. Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) |
Share-Based Payment Awards
Share-Based Payment Awards | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Awards | Note 8 — Share-Based Payment Awards The Company’s board of directors and stockholders approved the Eton Pharmaceuticals, Inc. 2017 Equity Incentive Plan in May 2017 (the “2017 Plan”), which authorized the issuance of up to 5,000,000 shares of the Company’s common stock. In conjunction with the Company’s IPO in November 2018, the Company’s stockholders and board of directors approved the 2018 Equity Incentive Plan (the “2018 Plan”), as amended, which succeeded the 2017 Plan. The Company has granted restricted stock awards (“RSAs”), stock options and restricted stock units (“RSUs”) for its common stock under the 2017 Plan and 2018 Plan as detailed in the tables below. There were 443,888 shares available for future issuance under the 2018 Plan as of March 31, 2022. Shares that are expired, terminated, surrendered or canceled without having been fully exercised will be available for future awards under the 2018 Plan. In addition, the 2018 Plan provides that commencing January 1, 2019 and through January 1, 2028, the share reserve will be increased annually by 4 To date, all stock options issued have been non-qualified stock options, and the exercise prices were set at the fair value for the shares at the dates of grant. Options typically have a ten 50,000 five years For the three months ended March 31, 2022 and 2021, the Company’s total stock-based compensation expense was $ 1,083 673 995 581 88 92 A summary of stock option activity is as follows: Summary of Stock Option Activity Shares Weighted Price Weighted Aggregate Intrinsic Value Options outstanding as of December 31, 2021 3,513,719 $ 5.22 7.9 $ 2,711 Issued 1,123,770 $ 3.79 Exercised — $ Forfeited/Cancelled (45,312 ) $ 5.90 Options outstanding as of March 31, 2022 4,592,177 $ 4.86 8.2 $ 3,474 Options exercisable at March 31, 2022 2,301,894 $ 4.48 7.2 $ 2,444 Options vested and expected to vest at March 31, 2022 4,542,177 $ 4.90 8.2 $ 3,325 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock at March 31, 2022 for those stock options that had strike prices lower than the fair value of the Company’s common stock. Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) Note 8 — Share-Based Payment Awards (continued) As of March 31, 2022, there was a total of $7,566 of unrecognized compensation costs related to non-vested stock option awards. The weighted average grant date fair value of stock option awards for the three-month period ended March 31, 2022 was $ 2.36 no stock option exercises during the three-month period ended March 31, 2022. In the three-month period ended March 31, 2021, stock option exercises totaled 75,000 shares at an exercise price of $ 1.38 per share with an intrinsic value of $ 416 . In December 2018, the Company’s board of directors adopted an initial offering of the Company’s common stock under the Company’s 2018 Employee Stock Purchase Plan (the “ESPP”). The Company’s ESPP provides for an initial reserve of 150,000 shares and this reserve is automatically increased on January 1 of each year by the lesser of 1% of the outstanding common shares at December 31 of the preceding year or 150,000 shares, subject to reduction at the discretion of the Company’s board of directors . As of March 31, 2022, there were 630,180 shares available for issuance under the ESPP. The initial offering of the ESPP began on December 17, 2018 and ended on December 10, 2019. The annual offerings consist of two stock purchase periods, with the first purchase period ending in June and the second purchase period ending in December. The terms of the ESPP permit employees of the Company to use payroll deductions to purchase stock at a price per share that is at least the lesser of (1) 85% of the fair market value of a share of common stock on the first date of an offering or (2) 85% of the fair market value of a share of common stock on the date of purchase. After the initial offering period ended, subsequent twelve-month offering periods automatically commence over the term of the ESPP on the day that immediately follows the conclusion of the preceding offering, each consisting of two purchase periods approximately six months in duration In accordance with the June and December stock purchase periods for the ESPP, there were no share issuances in the first three months of 2022 or 2021. The weighted average grant date fair value of share awards in 2022 and 2021 was $ 1.37 and $ 2.29 , respectively. Employees contributed $ 108 and $ 80 via payroll deductions during the three months ended March 31, 2022 and 2021, respectively. The Company recorded an expense of $ 45 and $ 19 related to the ESPP in the three-month periods ended March 31, 2022 and 2021, respectively. As of March 31, 2022 and December 31, 2021, the accompanying condensed balance sheets include $ 130 and $ 22 , respectively, in accrued liabilities for remaining employee ESPP contributions. Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9 — Related Party Transactions Harrow Harrow was issued 3,500,000 0.001 1,518,000 1,982,000 8.0 On May 6, 2019, the Company entered into an Asset Purchase Agreement (the “CT-100 Asset Purchase Agreement”) with Harrow. Pursuant to the CT-100 Asset Purchase Agreement, the Company sold all of its right, title and interest in CT-100 to Harrow, including any such product that incorporates or utilizes its intellectual property rights (a “Product” or, collectively, “Products”). Pursuant to the CT-100 Asset Purchase Agreement, Harrow will make certain payments to the Company upon the achievement of certain development and commercial milestones. In addition, Harrow is required to pay the Company a royalty in the low-single digit percentage range worldwide on a country-by-country basis on net sales for a period of the longer of 15 years from the date of the first commercial sale of a product in a particular country or the time that a valid intellectual property claim on such Product remains in force in the applicable country. The CT-100 Asset Purchase Agreement also contains customary representations, warranties, covenants and indemnities by the parties. To date, there have not been any sales of the CT-100 product and therefore no earned royalties to the Company for this product. Additionally, the Chief Executive Officer of Harrow was a member of the Company’s board of directors until March 17, 2021 when he retired from service with the board. The Company issued 25,000 In late March 2021, the Company closed its laboratory operation in Lake Zurich, Illinois and in May 2021 it reached an agreement for Imprimis Pharmaceuticals, a subsidiary of Harrow, to purchase its lab equipment for $ 700 181 Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) Note 9 — Related Party Transactions (continued) Chief Executive Officer The CEO has a partial interest in a company that the Company has partnered with for its EM-100/Alaway PF eye allergy product as described below. The Company acquired the exclusive rights to sell the EM-100 product in the United States pursuant to a sales and marketing agreement (the “Eyemax Agreement”) dated August 11, 2017 between the Company and Eyemax LLC (“Eyemax”), an entity affiliated with the Company’s CEO. The Company also held a right of first refusal to obtain the exclusive license rights for geographic areas outside of the United States. Pursuant to the Eyemax Agreement, the Company was responsible for all costs of testing and FDA approval of the product, other than the FDA filing fee which was paid by Eyemax. The Company was also to be responsible for commercializing the product in the United States at its expense. The Company paid Eyemax $ 250 250 500 10 The Eyemax Agreement was for an initial term of 10 On February 18, 2019, the Company entered into an Amended and Restated Agreement with Eyemax amending the Sales Agreement (the “Amended Agreement”). Pursuant to the Amended Agreement, Eyemax sold the Company all of its right, title and interest in EM-100, including any such product that incorporates or utilizes Eyemax’s intellectual property rights. Under the Amended Agreement, the Company assumed certain liabilities of Eyemax under its Exclusive Development & Supply Agreement with Excelvision SAS dated as of July 11, 2013, as amended (the “Excelvision Agreement”), with respect to certain territories and arising during certain time periods. Pursuant to the Amended Agreement, the Company paid Eyemax two milestone payments: (i) one milestone payment for $ 250 upon regulatory approval in the territory by the FDA of the first single agent product and (ii) one milestone payment for $ 500 following the first commercial sale of the first single agent product in the territory. Following payment of the milestones, the Company is entitled to retain all of the non-royalty transaction revenues and royalties up to $ 2,000 (the “Recovery Amount”). After the Company has retained the full Recovery Amount, it is entitled to retain half of all royalty and non-royalty transaction revenue. The Company has realized $1,757 of the non-royalty and royalty revenue as of March 31, 2022. The Amended Agreement also contains customary representations, warranties, covenants and indemnities by the parties. The EM-100 asset and its associated product rights were sold to Bausch Health on February 18, 2019 and future potential royalties of twelve percent on Bausch Health sales of the product, named Alaway® Preservative Free by Bausch, which was approved by the FDA in September 2020, will be split between Eyemax and the Company. The royalty from Bausch Health is subject to reduction if a competitive product with the same active pharmaceutical ingredient is launched in the U.S. or if the product’s U.S market share falls below a specified target percentage. There were no amounts due to Eyemax under the terms of the Amended Agreement as of March 31, 2022 or December 31, 2021. Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Leases | Note 10 — Leases The Company recognizes a right-of-use (“ROU”) asset and a lease liability on the balance sheet for substantially all leases, including operating leases, and separates lease components from non-lease components related to its office space lease. The Company’s operating lease cost as presented in the “Research and Development” and “General and Administrative” captions in the condensed statements of operations was $ 0 21 9 21 20 20 29 1.0 5.4 The table below presents the lease-related assets and liabilities recorded on the balance sheet as of March 31, 2021 (in thousands). Schedule of Lease-related Assets and Liabilities Assets Classification Operating lease right-of-use assets Operating lease right-of-use assets, net $ 84 Total leased assets $ 84 Liabilities Operating lease liabilities, current Accrued liabilities $ 79 Total operating lease liabilities $ 79 The Company’s future lease commitments for its administrative offices in Deer Park, Illinois as of March 31, 2022 is as indicated below: Schedule of Future Lease Commitments Total 2022 2023 2024 Thereafter Undiscounted lease payments $ 81 66 15 — — Less: Imputed interest (2 ) Total lease liabilities $ 79 Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 — Commitments and Contingencies Legal The Company is subject to legal proceedings and claims that may arise in the ordinary course of business. The Company is not aware of any pending or threatened litigation matters at this time that may have a material impact on the operations of the Company. License and product development agreements The Company has entered into various agreements in addition to those discussed above which are described below. The Company acquired the exclusive rights to sell the Cysteine injection product in the United States pursuant to a sales and marketing agreement dated November 17, 2017 with an unaffiliated third party (the “Sales Agreement”). Pursuant to the Sales Agreement, the licensor is responsible for obtaining FDA approval, at its expense, and the Company is responsible for commercializing the product in the United States at its expense. The Company was to pay the third party 50 62.5 10 On February 8, 2019, the Company entered into an Exclusive Licensing and Supply Agreement (the “ET-202 License Agreement”) with Sintetica SA (“Sintetica”) for marketing rights in the United States to Biorphen® which is used for the treatment of clinically important hypotension resulting primarily from vasodilation in the setting of anesthesia. The product was submitted to the FDA for review and subsequently received FDA approval on October 21, 2019. Pursuant to the terms of the ET-202 License Agreement, the Company is responsible for marketing activities and Sintetica is responsible for development, manufacturing, and the regulatory activities related to approval. The Company paid Sintetica a licensing payment of $ 2,000 750 5 500 50 50 On February 8, 2019, the Company also entered into an Exclusive Licensing and Supply Agreement (the “ET-203 License Agreement”) with Sintetica for marketing rights in the United States to ephedrine HCl (brand name Rezipres®), an injectable product candidate for use in the hospital setting. Pursuant to the terms of the ET-203 License Agreement, the Company will be responsible for marketing activities and Sintetica will be responsible for development, manufacturing, and regulatory activities related to obtaining regulatory approval. The Company paid Sintetica a licensing payment of $ 1,000 600 750 5 500 50 50 ten-year The three oral solution pediatric neurology product candidates discussed below, Topiramate, Zonisamide and Lamotrigine were developed by the Company and its various product candidate development partners and the Company subsequently sold all its rights and interests in these three products to Azurity in 2021. The Company has recognized $ 17,000 25,000 During the years ended December 31, 2021, 2020 and 2019, the Company worked with Tulex Pharmaceuticals, Inc. (“Tulex”) as a third-party contract manufacturer to develop an oral solution for Topiramate (fka ET-101) which targets a neurological condition. The Company subsequently filed the product with the FDA in October 2020 and paid a $ 1,438 5,000 Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) Note 11 — Commitments and Contingencies (continued) On January 23, 2019, the Company entered into a Licensing and Supply Agreement (the “Agreement”) with Liqmeds Worldwide Limited (“LMW”) for Zonisamide oral liquid, a development stage product candidate (“ET-104”). Pursuant to the terms of the Agreement, the Company is responsible for regulatory and marketing activities and LMW is responsible for development and manufacturing of ET-104. The Company paid the licensor $ 350 upon execution of the Agreement and an additional $ 350 after receiving successful bioequivalence study results, and $ 325 upon the FDA’s acceptance of the NDA for review and will pay $ 325 upon FDA approval of the NDA, $ 650 upon issuance of patent covering ET-104 listed in the FDA’s Orange Book and $ 500 in the event that product sales in excess of $ 10,000 were achieved within a calendar year. In addition, the Company was required to pay the licensor 35 % of the net profit from product sales. The Agreement was for an initial term of 10 years from the date of the first commercial sale of the product. The Company was to retain sole ownership of the NDA after expiration of the Agreement. On June 12, 2019, the Company entered into an Exclusive Licensing and Supply Agreement (the “ET-105 License Agreement”) with Aucta Pharmaceuticals, Inc. (“Aucta”) for marketing rights in the United States to Lamotrigine, an oral suspension product candidate for use as an adjunct therapy for partial seizures, primary generalized tonic-clonic seizures, and generalized seizures of Lennox-Gastaut syndrome in patients two years of age and older. Pursuant to the terms of the ET-105 License Agreement, the Company was to be responsible for marketing activities and Aucta will be responsible for development, manufacturing, and regulatory activities related to obtaining regulatory approval. The Company paid Aucta a licensing payment of $ 2,000 2,450 1,000 1,500 1,500 450 3,000 ● $ 1,000 when net sales exceed $10 million in a calendar year ● $ 2,000 when net sales exceed $20 million in a calendar year Azurity has assumed royalty or profit share obligations owed to development partners as well as additional milestone payments based on sales volume targets. On March 27, 2020, the Company entered into an Exclusive Licensing and Supply Agreement (the “Alkindi License Agreement”) with Diurnal for marketing Alkindi Sprinkle in the United States. Alkindi Sprinkle’s New Drug Application (NDA) was approved by the FDA on September 29, 2020 as a replacement therapy for pediatric adrenal insufficiency (AI), including congenital adrenal hyperplasia (CAH) in patients from birth to less than 17 years of age. For the initial licensing milestone fee, the Company paid Diurnal $ 3,500 379,474 1,264 3.33 4,764 2,500 On June 15, 2021, the Company acquired U.S. and Canadian rights to Crossject’s ZENEO® hydrocortisone needleless autoinjector, which is under development as a rescue treatment for adrenal crisis. The Company expects to submit the New Drug Application (NDA) to the FDA in 2023 and plans to request orphan drug designation. The Company paid Crossject $ 500 upon signing, $ 500 in March 2022 upon a completion of a successful technical batch which is reflected as a component of research & development expense in the Company’s condensed statements of operations for the period ended March 31, 2022, and could pay up to $ 4,000 in additional development milestones and up to $ 6,000 in commercial milestones, as well as a 10 % royalty on net sales. On October 28, 2021, the Company acquired the U.S. marketing rights to Carglumic Acid Tablets. The product’s Abbreviated New Drug Application (“ANDA”), which is owned by Novitium Pharma, was approved by the FDA on October 12, 2021. The product is an AB-rated, substitutable generic version of Carbaglu®. The Company paid $ 3,250 upon signing and retains 50 % of the product profits with the balance being distributed to the licensor and manufacturer. The Company launched this product in December 2021. Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) Note 11 — Commitments and Contingencies (continued) Indemnification As permitted under Delaware law and in accordance with the Company’s Amended and Restated Bylaws, the Company is required to indemnify its officers and directors for certain events or occurrences while the officer or director is or was serving in such capacity. The Company is also party to indemnification agreements with its directors and officers. The Company believes the fair value of the indemnification rights and agreements is minimal. Accordingly, the Company has not recorded any liabilities for these indemnification rights and agreements as of March 31, 2022 or December 31, 2021. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 — Subsequent Events On April 5, 2022, the Company amended its SWK Credit Agreement with SWK Holding Corporation (see Note 5). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company has prepared the accompanying condensed financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying interim condensed financial statements are unaudited and have been prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments necessary for the fair presentation of the Company’s financial position as of March 31, 2022 and the results of its operations and its cash flows for the periods ended March 31, 2022 and 2021. The financial data and other information disclosed in these notes related to the three-month periods ended March 31, 2022 and 2021 are also unaudited. The results for the three-month period ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods or any future year or period. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, provisions for uncollectible receivables and sales returns, valuation of inventories, useful lives of assets and the impairment of property and equipment, the accrual of research and development expenses and the valuation of common stock, stock options and warrants. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates or assumptions. |
Segment Information | Segment Information The Company operates the business on the basis of a single reportable segment, which is the business of developing and commercializing prescription drug products. The Company’s chief operating decision-maker is the Chief Executive Officer (“CEO”), who evaluates the Company as a single operating segment. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. All cash and cash equivalents are held in U.S. financial institutions or invested in short-term U.S. treasury bills or high-grade money market funds. As of March 31, 2022, all of the Company’s cash is in a non-interest bearing account due to the current low-interest rate environment. From time to time, amounts deposited with its bank exceed federally insured limits. The Company believes the associated credit risk to be minimal. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at the invoiced amount and are non-interest bearing. Accounts receivable are recorded net of allowances for doubtful accounts, cash discounts for prompt payment, distribution fees, chargebacks and returns and allowances. The total for these reserves amounted to $ 132 96 |
Inventories | Inventories The Company values its inventories at the lower of cost or net realizable value using the first-in, first-out method of valuation. The Company reviews its inventories for potential excess or obsolete issues on an ongoing basis and will record a write-down if an impairment is identified. Inventories at March 31, 2022 and December 31, 2021 consist solely of purchased finished goods. At March 31, 2022 and December 31, 2021 inventories are shown net of a reserve for its Biorphen product of $ 1,284 1,414 Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) Note 3 — Summary of Significant Accounting Policies (continued) |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is computed utilizing the straight-line method based on the following estimated useful lives: computer hardware and software is depreciated over three years five years estimated useful lives or the remaining lease term Maintenance and repairs are charged to expense as incurred, while renewals and improvements are capitalized. |
Intangible Assets | Intangible Assets The Company capitalizes payments it makes for licensed products when the payment is based on the FDA approval for the product and the cost is recoverable based on expected future cash flows from the product. The cost is amortized on a straight-line basis over the estimated useful life of the product commencing on the approval date in accordance with Accounting Standards Codification (“ASC”) 350 — Intangibles - Goodwill and Other. A $ 750 payment related to the approval of the Company’s Biorphen product in 2019 has been capitalized and that cost is being amortized over five years . In November 2021, the Company purchased the rights for its Carglumic Acid product for $ 3,250 and that cost is being amortized over ten years . During the first quarter of 2022, the Company capitalized a $ 750 fee for its Rezipres product and that cost is being amortized over five years . The intangible assets, net on the Company’s balance sheet reflected $ 510 of accumulated amortization as of March 31, 2022. The Company recorded $ 131 of amortization expense for the three months ended March 31, 2022. The table below shows the estimated remaining amortization for these products for each of the five years from 2022 to 2026 and thereafter. Schedule of Intangible Assets Amortization Expense Year Amortization Expense Remainder of 2022 469 2023 625 2024 600 2025 475 2026 475 Thereafter 1,596 Total estimated amortization expense 4,240 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the Company’s statements of operations for the amount by which the carrying amount of the asset exceeds the fair value of the asset. No |
Debt Issuance Costs and Debt Discount and Detachable Debt-Related Warrants | Debt Issuance Costs and Debt Discount and Detachable Debt-Related Warrants Costs incurred to issue debt are deferred and recorded as a reduction to the debt balance in the accompanying balance sheets. The Company amortizes debt issuance costs over the expected term of the related debt using the effective interest method. Debt discounts related to the relative fair value of warrants issued in conjunction with the debt and are also recorded as a reduction to the debt balance and accreted over the expected term of the debt to interest expense using the effective interest method. Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) Note 3 — Summary of Significant Accounting Policies (continued) |
Revenue Recognition for Contracts with Customers | Revenue Recognition for Contracts with Customers The Company accounts for contracts with its customers in accordance with ASC 606 — Revenue from Contracts with Customers. ASC 606 applies to all contracts with customers, except for contracts that are within the scope of other standards. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses whether these options provide a material right to the customer and, if so, they are considered performance obligations. The exercise of a material right is accounted for as a contract modification for accounting purposes. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time this is based on the use of an output or input method. Any amounts received prior to revenue recognition will be recorded as deferred revenue. Amounts expected to be recognized as revenue within the twelve months following the balance sheet date will be classified as current portion of deferred revenue in the Company’s balance sheets. Amounts not expected to be recognized as revenue within the twelve months following the balance sheet date are classified as long-term deferred revenue, net of current portion. Milestone Payments Royalties – Significant Financing Component – The Company sells Biorphen in the U.S. to wholesale pharmaceutical distributors, who then sell the product to hospitals and other end-user customers. Sales to wholesalers are made pursuant to purchase orders subject to the terms of a master agreement, and delivery of individual shipments of Biorphen represent performance obligations under each purchase order. The Company uses a third-party logistics (“3PL”) vendor to process and fulfill orders and has concluded it is the principal in the sales to wholesalers because it controls access to the 3PL vendor services rendered and directs the 3PL vendor activities. The Company has no significant obligations to wholesalers to generate pull-through sales. In addition, the Company sells its Alkindi Sprinkle and Carglumic Acid product to one pharmacy distributor customer which provides order fulfilment and inventory storage/distribution services. Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) Note 3 — Summary of Significant Accounting Policies (continued) Selling prices initially billed to wholesalers are subject to discounts for prompt payment and subsequent chargebacks when the wholesalers sell Biorphen at negotiated discounted prices to members of certain group purchasing organizations (“GPOs”) and government programs. In addition, the Company pays fees to wholesalers for their distribution services, inventory reporting and chargeback processing. The Company pays GPOs fees for administrative services and for access to GPO members and concluded the benefits received in exchange for these fees are not distinct from its sales of Biorphen, and accordingly it applies these amounts to reduce revenues. Wholesalers also have rights to return unsold product nearing or past the expiration date. Because of the shelf life of Biorphen and the Company’s lengthy return period, there may be a significant period of time between when the product is shipped and when it issues credits on returned product. For its Alkindi Sprinkle and Carglumic Acid products, the Company bills at the initial product list price which are subject to offsets for patient co-pay assistance and potential state Medicaid reimbursements which are recorded as a reduction of net revenues at the date of sale/shipment. The Company estimates the transaction price when it receives each purchase order taking into account the expected reductions of the selling price initially billed to the wholesaler/distributor arising from all of the above factors. The Company has developed estimates for future returns and chargebacks of Biorphen and the impact of the other discounts and fees it pays while Alkindi Sprinkle and Carglumic Acid sales to its distributor are not subject to returns. When estimating these adjustments to the transaction price, the Company reduces it sufficiently to be able to assert that it is probable that there will be no significant reversal of revenue when the ultimate adjustment amounts are known. The Company recognizes revenue from Biorphen product sales and related cost of sales upon product delivery to the wholesaler location. At that time, the wholesalers take control of the product as they take title, bear the risk of loss of ownership, and have an enforceable obligation to pay the Company. They also have the ability to direct sales of product to their customers on terms and at prices they negotiate. Although wholesalers have product return rights, the Company does not believe they have a significant incentive to return the product. The Company stores its Alkindi Sprinkle and Carglumic Acid inventory at its pharmacy distributor customer location and sales are recorded when stock is pulled and shipped to fulfill specific patient orders. Upon recognition of revenue from product sales, the estimated amounts of credit for product returns, chargebacks, distribution fees, prompt payment discounts, state Medicaid and GPO fees are included in sales reserves, accrued liabilities and net of accounts receivable. The Company monitors actual product returns, chargebacks, discounts and fees subsequent to the sale. If these amounts end up differing from its estimates, it will make adjustments to these allowances, which are applied to increase or reduce product sales revenue and earnings in the period of adjustment. In addition, the Company anticipates it will receive revenues from product licensing agreements where it has contracted for milestone payments and royalties from products it has developed or for which it has acquired the rights to a product developed by a third party. Revenues for the three months ended March 31, 2022 consisted of $2,153 of product sales and $ 23 11,500 of licensing milestone fees, $ 254 in product sales and $ 143 in royalty revenue. |
Cost of Sales | Cost of Sales Cost of sales consists of the profit-sharing and royalty fees with the Company’s product licensing and development partners, the purchase costs for finished products from third-party manufacturers and freight and handling/storage costs from the Company’s 3PL logistics service providers. The cost of sales for profit-sharing and royalty fees and costs for purchased finished products and the associated inbound freight expense is recorded when the associated product sale revenue is recognized in accordance with the terms of shipment to customers while outbound freight and handling/storage fees charged by the 3PL service provider are expensed as they are incurred. Cost of sales also reflects any write-downs or reserve adjustments for the Company’s inventories. Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) Note 3 — Summary of Significant Accounting Policies (continued) |
Research and Development Expenses | Research and Development Expenses Research and development (“R&D”) expenses include both internal R&D activities and external contracted services. Internal R&D activity expenses include salaries, benefits and stock-based compensation and other costs to support the Company’s R&D operations. External contracted services include product development efforts such as certain product licensor milestone payments, clinical trial activities, manufacturing and control-related activities and regulatory costs. R&D expenses are charged to operations as incurred. The Company reviews and accrues R&D expenses based on services performed and relies upon estimates of those costs applicable to the stage of completion of each project. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. Upfront payments and milestone payments made for the licensing of technology for products that are not yet approved by the FDA are expensed as R&D in the period in which they are incurred. Nonrefundable advance payments for goods or services to be received in the future for use in R&D activities are recorded as prepaid expenses and are expensed as the related goods are delivered or the services are performed. |
Income (Loss) Per Share | Income (Loss) Per Share Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders for the period by the weighted average number of common and common equivalent shares, such as unvested restricted stock, stock options and warrants that are outstanding during the period. Common stock equivalents are excluded from the computation when their inclusion would be anti-dilutive. For the three-month period ended March 31, 2022 common stock equivalents of 5,110,852 are excluded from the calculation of diluted net loss per share because the effect is anti-dilutive. For the three-month period ended March 31, 2021, common stock equivalents (using the treasury stock and “if converted” method) from stock options, unvested RSAs and warrants were 2,093,952 and excluded 729,692 shares that were anti-dilutive. Included in the basic and diluted net income (loss) per share calculation are RSUs awarded to directors that have vested, but the issuance and delivery of the common shares are deferred until the director retires from service as a director. Basic weighted average shares for the three months ended March 31, 2022 include 600,000 0.01 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation under the provisions of ASC — 718 Compensation — Stock Compensation. The guidance under ASC 718 requires companies to estimate the fair value of the stock-based compensation awards on the date of grant and record expense over the related service periods, which are generally the vesting period of the equity awards. The Company estimates the fair value of stock-based option awards using the Black-Scholes-Merton option-pricing model (“BSM”). The BSM requires the input of subjective assumptions, including the expected stock price volatility, the calculation of expected term, forfeitures and the fair value of the underlying common stock on the date of grant, among other inputs. The risk-free interest rate was determined from the implied yields for zero-coupon U.S. government issues with a remaining term approximating the expected life of the options or warrants. Dividends on common stock are assumed to be zero for the BSM valuation of the stock options. The expected term of stock options granted is based on vesting periods and the contractual life of the options. Expected volatilities are based on comparable companies’ historical volatility along with a limited weighting included for the Company’s own volatility, which management believes represents the most accurate basis for estimating expected future volatility under the current conditions. The Company accounts for forfeitures as they occur. The Company uses the closing common stock price on the date of grant for the fair value of the common stock. Eton Pharmaceuticals, Inc. Notes to Condensed Financial Statements ( in thousands, except share and per share amounts) (Unaudited) Note 3 — Summary of Significant Accounting Policies (continued) |
Fair Value Measurements | Fair Value Measurements We measure certain of our assets and liabilities at fair value. Fair value represents 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. Fair value accounting requires characterization of the inputs used to measure fair value into a three-level fair value hierarchy as follows: Level 1 Level 2 Level 3 Fair value measurements are classified based on the lowest level of input that is significant to the measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of the assets and liabilities and their placement within the fair value hierarchy levels. The determination of the fair values stated below take into account the market for the Company’s financials, assets and liabilities, the associated credit risk and other factors as required. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. The Company’s financial instruments included cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and long-term debt obligation. The carrying amounts of these financial instruments, except for the long-term debt obligation, approximate their fair values due to the short-term maturities of these instruments. Based on borrowing rates currently available to the Company, the carrying value of the long-term debt obligation approximates its fair value. |
Impact of New Accounting Pronouncements | Impact of New Accounting Pronouncements There were no new accounting pronouncements issued by the FASB during the period that would apply to the Company would have a material impact on its financial position or results of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Intangible Assets Amortization Expense | Schedule of Intangible Assets Amortization Expense Year Amortization Expense Remainder of 2022 469 2023 625 2024 600 2025 475 2026 475 Thereafter 1,596 Total estimated amortization expense 4,240 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: Schedule of Property and Equipment March 31, December 31, Computer hardware and software $ 167 $ 157 Furniture and fixtures 111 106 Equipment 132 132 Leasehold improvements 71 71 Property and equipment, gross 481 466 Less: accumulated depreciation (372 ) (351 ) Property and equipment, net $ 109 $ 115 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Future Payments of Long Term Debt | The table below reflects the future payments for the SWK loan principal and interest as of March 31, 2022. Schedule of Future Payments of Long Term Debt Amount 2022 $ 499 2023 1,676 2024 6,452 Total payments 8,627 Less: amount representing interest (2,012 ) Loan payable, gross 6,615 Less: unamortized discount (284 ) Long-term debt, net of unamortized discount $ 6,331 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock Warrants | |
Summary of Warrants Outstanding | The Company’s outstanding warrants to purchase shares of its common stock at March 31, 2022 are summarized in the table below. Summary of Warrants Outstanding Description of Warrants No. of Shares Exercise Price Business Advisory Warrants 600,000 $ 0.01 Placement Agent Warrants – 2017 Preferred Stock Offering 471,446 $ 3.00 Placement Agent Warrants - IPO 414,000 $ 7.50 SWK Warrants – Debt – Tranche #1 51,239 $ 5.86 SWK Warrants – Debt – Tranche #2 18,141 $ 6.62 Total 1,554,826 $ 3.18 |
Share-Based Payment Awards (Tab
Share-Based Payment Awards (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity is as follows: Summary of Stock Option Activity Shares Weighted Price Weighted Aggregate Intrinsic Value Options outstanding as of December 31, 2021 3,513,719 $ 5.22 7.9 $ 2,711 Issued 1,123,770 $ 3.79 Exercised — $ Forfeited/Cancelled (45,312 ) $ 5.90 Options outstanding as of March 31, 2022 4,592,177 $ 4.86 8.2 $ 3,474 Options exercisable at March 31, 2022 2,301,894 $ 4.48 7.2 $ 2,444 Options vested and expected to vest at March 31, 2022 4,542,177 $ 4.90 8.2 $ 3,325 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Schedule of Lease-related Assets and Liabilities | The table below presents the lease-related assets and liabilities recorded on the balance sheet as of March 31, 2021 (in thousands). Schedule of Lease-related Assets and Liabilities Assets Classification Operating lease right-of-use assets Operating lease right-of-use assets, net $ 84 Total leased assets $ 84 Liabilities Operating lease liabilities, current Accrued liabilities $ 79 Total operating lease liabilities $ 79 |
Schedule of Future Lease Commitments | The Company’s future lease commitments for its administrative offices in Deer Park, Illinois as of March 31, 2022 is as indicated below: Schedule of Future Lease Commitments Total 2022 2023 2024 Thereafter Undiscounted lease payments $ 81 66 15 — — Less: Imputed interest (2 ) Total lease liabilities $ 79 |
Company Overview (Details Narra
Company Overview (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||||||
Oct. 31, 2020 | Aug. 31, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Nov. 30, 2019 | Nov. 30, 2018 | Jun. 30, 2017 | |
Credit Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Proceeds from issuance of loan | $ 1,965 | $ 4,750 | |||||
Private Placement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Proceeds from issuance of preferred stock | $ 20,055 | ||||||
Proceeds from sale of common stock | $ 7,756 | $ 7,756 | |||||
IPO [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Proceeds from initial public offering | $ 21,026 | $ 21,960 | |||||
Share issued price per share | $ 7 |
Liquidity Considerations (Detai
Liquidity Considerations (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents at carrying value | $ 15,229 | $ 14,406 |
Schedule of Intangible Assets A
Schedule of Intangible Assets Amortization Expense (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Accounting Policies [Abstract] | |
Remainder of 2022 | $ 469 |
2023 | 625 |
2024 | 600 |
2025 | 475 |
2026 | 475 |
Thereafter | 1,596 |
Total estimated amortization expense | $ 4,240 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Allowances for doubtful accounts | $ 132 | $ 96 | |||
Inventory write-down | 1,284 | $ 1,414 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | 510 | ||||
Amortization of Intangible Assets | 131 | ||||
Impairment of long-lived assets | 0 | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,176 | $ 11,897 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,110,852 | ||||
Warrants to purchase common shares | 1,554,826 | ||||
Exercise price per share | $ 3.18 | ||||
Business Advisory Warrants [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Warrants to purchase common shares | 600,000 | ||||
Exercise price per share | $ 0.01 | ||||
Stock Options Awards and Warrants [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 729,692 | ||||
Class of Warrant or Right, Outstanding | 2,093,952 | ||||
Product [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,153 | $ 254 | |||
Royalty [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 23 | 143 | |||
Licensing Revenue [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 11,500 | ||||
Biorphen Product [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Payments to Acquire Intangible Assets | $ 750 | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||
Carglumic Acid Product Rights [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Payments to Acquire Intangible Assets | $ 3,250 | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||
Rezipres Product [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Payments to Acquire Intangible Assets | $ 750 | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||
Computer Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives for property and equipment | 3 years | ||||
Furniture and Fixtures [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives for property and equipment | 5 years | ||||
Leasehold Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives for property and equipment, description | estimated useful lives or the remaining lease term |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Computer hardware and software | $ 167 | $ 157 |
Furniture and fixtures | 111 | 106 |
Equipment | 132 | 132 |
Leasehold improvements | 71 | 71 |
Property and equipment, gross | 481 | 466 |
Less: accumulated depreciation | (372) | (351) |
Property and equipment, net | $ 109 | $ 115 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 21 | $ 84 |
Schedule of Future Payments of
Schedule of Future Payments of Long Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2022 | $ 499 | |
2023 | 1,676 | |
2024 | 6,452 | |
Total payments | 8,627 | |
Less: amount representing interest | (2,012) | |
Loan payable, gross | 6,615 | |
Less: unamortized discount | (284) | |
Long-term debt, net of unamortized discount | $ 6,331 | $ 5,262 |
Long Term Debt (Details Narrati
Long Term Debt (Details Narrative) $ / shares in Units, $ in Thousands | Aug. 11, 2020USD ($) | Nov. 13, 2019USD ($) | Aug. 31, 2020USD ($)$ / sharesshares | Nov. 30, 2019USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Apr. 05, 2022 |
Debt Instrument [Line Items] | |||||||
Borrowing amount | $ 2,000 | $ 2,000 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,554,826 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.18 | ||||||
Interest expenses | $ 247 | $ 264 | |||||
Debt discount amortization | 36 | $ 36 | |||||
Accrued interest | $ 129 | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Subsequent Event [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 8.00% | ||||||
LIBOR Floor Rate [Member] | Subsequent Event [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 2.00% | ||||||
Warrant [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Borrowing amount | $ 2,000 | $ 5,000 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 18,141 | 51,239 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6.62 | $ 5.86 | |||||
Fair Value Adjustment of Warrants | $ 94 | $ 226 | |||||
Warrants and Rights Outstanding, Term | 7 years | 7 years | |||||
Warrant [Member] | Measurement Input, Exercise Price [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6.85 | $ 5.75 | |||||
Warrant [Member] | Measurement Input, Option Volatility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 0.95 | 0.95 | |||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 0.004 | 0.018 | |||||
Food and Drug Administration's [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Borrowing amount | 3,000 | ||||||
SWK Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds amount | $ 5,000 | ||||||
Interest rate | 5.00% | ||||||
DebtInstrument description | The Company was required to maintain a minimum cash balance of $3,000, only pay interest on the debt until February 2022 and then pay 5.5% of the loan principal balance commencing on February 15, 2022 and then every three months thereafter until November 13, 2024 at which time the remaining principal balance is due. Borrowings under the SWK Credit Agreement are secured by the Company’s assets. The SWK Credit Agreement contains customary default provisions and covenants which include limits on additional indebtedness. In March 2020, SWK provided a waiver for the Company to obtain loans with the Small Business Association. In February 2021, the Company notified SWK that it will not require additional borrowing capacity under the SWK Credit Agreement and terminated the additional borrowing capacity with SWK | ||||||
Minimum cash balance | $ 3,000 | ||||||
SWK Credit Agreement [Member] | Unused lines of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 2.00% | ||||||
SWK Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) Swap Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 10.00% | ||||||
SWK Credit Agreement [Member] | Stated LIBOR Floor Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 2.00% | ||||||
SWK Credit Agreement [Member] | Food and Drug Administration's [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds amount | $ 5,000 | ||||||
SWK Credit Agreement [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Borrowing amount | $ 10,000 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Warrant exercised | $ 806 | ||
Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock warrants exercised | 135,650 | ||
Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock issued during period shares stock options exercised | 75,000 | ||
Stock warrants exercised | 94,808 | ||
2018 Equity Incentive Plan [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock issued during period shares stock options exercised | 75,000 |
Summary of Warrants Outstanding
Summary of Warrants Outstanding (Details) | Mar. 31, 2022$ / sharesshares |
No. of shares, total | shares | 1,554,826 |
Exercise price | $ / shares | $ 3.18 |
Business Advisory Warrants [Member] | |
No. of shares, total | shares | 600,000 |
Exercise price | $ / shares | $ 0.01 |
Placement Agent Warrants - 2017 Preferred Stock Offering [Member] | |
No. of shares, total | shares | 471,446 |
Exercise price | $ / shares | $ 3 |
Placement Agent Warrants - IPO [Member] | |
No. of shares, total | shares | 414,000 |
Exercise price | $ / shares | $ 7.50 |
SWK Warrants Debt (Tranche #1) [Member] | |
No. of shares, total | shares | 51,239 |
Exercise price | $ / shares | $ 5.86 |
SWK Warrants Debt (Tranche #2) [Member] | |
No. of shares, total | shares | 18,141 |
Exercise price | $ / shares | $ 6.62 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - Equity Option [Member] $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Offsetting Assets [Line Items] | |
Shares, options outstanding, beginning balance | 3,513,719 |
Weighted average exercise price, options outstanding, beginning balance | $ / shares | $ 5.22 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 10 months 24 days |
Aggregate intrinsic value, options outstanding, beginning balance | $ | $ 2,711 |
Shares, issued | 1,123,770 |
Weighted average exercise price, issued | $ / shares | $ 3.79 |
Shares, exercised | |
Shares, forfeited/cancelled | (45,312) |
Weighted average exercise price, forfeited/cancelled | $ / shares | $ 5.90 |
Shares, options outstanding, ending balance | 4,592,177 |
Weighted average exercise price, options outstanding, ending balance | $ / shares | $ 4.86 |
Weighted average remaining contractual term, options outstanding, ending balance | 8 years 2 months 12 days |
Aggregate intrinsic value, options outstanding, ending balance | $ | $ 3,474 |
Shares, options exercisable, ending balance | 2,301,894 |
Weighted average exercise price, options exercisable, ending balance | $ / shares | $ 4.48 |
Weighted average remaining contractual term, options exercisable, ending balance | 7 years 2 months 12 days |
Aggregate intrinsic value, options exercisable, ending balance | $ | $ 2,444 |
Shares, options vested and expected to vest, ending balance | 4,542,177 |
Weighted average exercise price, options vested and expected to vest, ending balancee | $ / shares | $ 4.90 |
Weighted average remaining contractual term, options vested and expected to vest, ending balance | 8 years 2 months 12 days |
Aggregate intrinsic value, options vested and expected to vest, ending balance | $ | $ 3,325 |
Share-Based Payment Awards (Det
Share-Based Payment Awards (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2018 | May 31, 2017 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 1,083 | $ 673 | |||
Stock Issued During Period, Shares, New Issues | 0 | ||||
General and Administrative Expense [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock-based compensation expense | 995 | $ 581 | |||
Research and Development Expense [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 88 | $ 92 | |||
Common Stock [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock option exercises, shares | 75,000 | ||||
Product Consultant [Member] | Common Stock [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock options expiration period | 5 years | ||||
Number of stock options issued to purchase common stock | 50,000 | ||||
Equity Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock options expiration period | 10 years | ||||
Non Vested Stock Option Awards And Restricted Awards [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 7,566 | ||||
Share-Based Payment Arrangement, Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted average grant date fair value | $ 2.36 | ||||
Stock option exercises, shares | 0 | 75,000 | |||
Share Price | $ 1.38 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested | $ 416 | ||||
2017 Equity Incentive Plan [Member] | Maximum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 5,000,000 | ||||
2018 Equity Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 443,888 | ||||
Stock option exercises, shares | 75,000 | ||||
2018 Equity Incentive Plan [Member] | January 1, 2019 and Through January 1, 2028 [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Percentage for total number of shares outstanding | 4.00% | ||||
2018 Employee Stock Purchase Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 630,180 | 150,000 | |||
Stock-based compensation expense | $ 45 | $ 19 | |||
Weighted average grant date fair value | $ 1.37 | $ 2.29 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | The Company’s ESPP provides for an initial reserve of | ||||
Description for deductions to purchase stock at price per share | The terms of the ESPP permit employees of the Company to use payroll deductions to purchase stock at a price per share that is at least the lesser of (1) 85% of the fair market value of a share of common stock on the first date of an offering or (2) 85% of the fair market value of a share of common stock on the date of purchase. After the initial offering period ended, subsequent twelve-month offering periods automatically commence over the term of the ESPP on the day that immediately follows the conclusion of the preceding offering, each consisting of two purchase periods approximately six months in duration | ||||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount | $ 108 | $ 80 | |||
Employee-related Liabilities | $ 130 | $ 22 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 18, 2019 | Jan. 23, 2019 | Nov. 17, 2017 | Aug. 11, 2017 | May 31, 2021 | Apr. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||||||||
Common stock shares issued | 24,626,004 | 24,626,004 | |||||||
Common stock par or stated value per share | $ 0.001 | $ 0.001 | |||||||
Common stock shares outstanding | 24,626,004 | 24,626,004 | |||||||
Payment of research and development expense | $ 1,618 | $ 886 | |||||||
Credit agreement term | 10 years | 10 years | |||||||
Imprimis Pharmaceuticals [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from sale of machinery and equipment | $ 700 | ||||||||
Gain on sale of lab equipment | $ 181 | ||||||||
Eyemax [Member] | Amended and Restated Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of product expense | $ 2,000 | $ 1,757 | |||||||
Eyemax [Member] | One Milestone [Member] | Amended and Restated Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction | 250 | ||||||||
Eyemax [Member] | Two Milestone [Member] | Amended and Restated Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction | $ 500 | ||||||||
Harrow Health Inc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock shares issued | 1,518,000 | 3,500,000 | |||||||
Common stock par or stated value per share | $ 0.001 | ||||||||
Common stock shares outstanding | 1,982,000 | ||||||||
Ownership percentage | 8.00% | ||||||||
Harrow Health Inc [Member] | Chief Executive Officer [Member] | Restricted Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of restricted common stock issued for services | 25,000 | ||||||||
Eyemax [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction | $ 250 | ||||||||
Payment of research and development expense | 250 | ||||||||
Sale of product expense | $ 500 | ||||||||
Percentage of royalty fee | 10.00% | ||||||||
Related party transaction, description | The Eyemax Agreement was for an initial term of 10 years from the date of the Eyemax Agreement, subject to successive two-year renewals unless the Company elected to terminate the Eyemax Agreement | ||||||||
Credit agreement term | 10 years |
Schedule of Lease-related Asset
Schedule of Lease-related Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Total leased assets | $ 84 | $ 104 | $ 84 |
Total operating lease liabilities | $ 79 | 79 | |
Operating Lease Right-of-use Assets [Member] | |||
Total leased assets | 84 | ||
Accrued Liabilities [Member] | |||
Total operating lease liabilities | $ 79 |
Schedule of Future Lease Commit
Schedule of Future Lease Commitments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Leases | ||
Undiscounted lease payments, Total | $ 81 | |
Undiscounted lease payments, 2021 | 66 | |
Undiscounted lease payments, 2023 | 15 | |
Undiscounted lease payments, 2024 | ||
Undiscounted lease payments, Thereafter | ||
Less: Imputed interest | (2) | |
Total lease liabilities | $ 79 | $ 79 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating lease payments | $ 20 | |
Operating lease right of use asset amortization expense | $ 20 | $ 29 |
Operating lease weighted average remaining lease term1 | 1 year | |
Operating lease weighted average discount rate percent | 5.40% | |
Research and Development Expense [Member] | ||
Operating lease cost | $ 0 | 9 |
General and Administrative Expense [Member] | ||
Operating lease cost | $ 21 | $ 21 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 28, 2021 | Jun. 15, 2021 | Mar. 27, 2020 | Jun. 12, 2019 | Feb. 08, 2019 | Jan. 23, 2019 | Nov. 17, 2017 | Jul. 31, 2021 | Oct. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Product Liability Contingency [Line Items] | |||||||||||||
Percentage of net profits payments to third party from sale of product | 50.00% | 50.00% | |||||||||||
Litigation related product profit, percentage | 62.50% | ||||||||||||
Credit agreement term | 10 years | 10 years | |||||||||||
Revenue recognized | $ 17,000 | ||||||||||||
Additional milestone revenues | 25,000 | ||||||||||||
Research and Development Expense | 1,618 | $ 886 | |||||||||||
Stock issued during period, shares, new issues | 0 | ||||||||||||
[custom:PaymentsForLicensingRights] | $ 3,250 | ||||||||||||
Tulex Pharmaceuticals [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Payment of filing fee | $ 1,438 | ||||||||||||
Tulex Pharmaceuticals Inc [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Milestone payment amount | $ 5,000 | ||||||||||||
Diurnal Limited [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Payment for obtaining product orphan drug | 2,500 | ||||||||||||
Exclusive License and Supply Agreement (ET-202 ) [Member] | Upon FDA Approval [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Payments for royalties | $ 750 | ||||||||||||
Exclusive License and Supply Agreement (ET-202 ) [Member] | Sintetica [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Payments for royalties | $ 2,000 | ||||||||||||
Percentage of net sales as marketing fees | 5.00% | ||||||||||||
Proceeds from licensing | $ 500 | ||||||||||||
Percentage for additional profit | 50.00% | ||||||||||||
Exclusive License and Supply Agreement (ET-203) [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Percentage for additional profit | 50.00% | ||||||||||||
Payment of milestone fee | $ 600 | ||||||||||||
Exclusive License and Supply Agreement (ET-203) [Member] | Upon FDA Approval [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Payments for royalties | 750 | ||||||||||||
Exclusive License and Supply Agreement (ET-203) [Member] | Sintetica [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Payments for royalties | $ 1,000 | ||||||||||||
Percentage of net sales as marketing fees | 5.00% | ||||||||||||
Proceeds from licensing | $ 500 | ||||||||||||
Percentage for additional profit | 50.00% | ||||||||||||
License and Supply Agreement (ET-203) [Member] | Licensor [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Credit agreement term | 10 years | ||||||||||||
Licensing and Supply Agreement [Member] | Licensor [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Percentage of net profits payments to third party from sale of product | 35.00% | ||||||||||||
Research and Development Expense | $ 350 | ||||||||||||
Licensing and Supply Agreement [Member] | Upon FDA Approval [Member] | Licensor [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Research and Development Expense | 325 | ||||||||||||
Licensing and Supply Agreement [Member] | Upon Successful Bioequivalence Study [Member] | Licensor [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Research and Development Expense | 350 | ||||||||||||
Licensing and Supply Agreement [Member] | Upon FDA Acceptance [Member] | Licensor [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Research and Development Expense | 325 | ||||||||||||
Licensing and Supply Agreement [Member] | Upon Issuance of Patent Covering [Member] | Licensor [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Research and Development Expense | 650 | ||||||||||||
Licensing and Supply Agreement [Member] | Product Sales [Member] | Licensor [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Research and Development Expense | 500 | ||||||||||||
Licensing and Supply Agreement [Member] | Calendar Year [Member] | Licensor [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Research and Development Expense | $ 10,000 | ||||||||||||
Exclusive License and Supply Agreement (ET-105 ) [Member] | Aucta Pharmaceuticals, Inc [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Payments for royalties | $ 2,000 | ||||||||||||
Exclusive License and Supply Agreement (ET-105 ) [Member] | Aucta Pharmaceuticals, Inc [Member] | Maximum [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Milestone payment amount | 3,000 | ||||||||||||
Exclusive License and Supply Agreement (ET-105 ) [Member] | Azurity Pharmaceuticals Inc [Member] | Intellectual Property [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Payments for royalties | 450 | ||||||||||||
Exclusive License and Supply Agreement (ET-105 ) [Member] | Upon FDA Approval [Member] | Aucta Pharmaceuticals, Inc [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Payments for royalties | 2,450 | ||||||||||||
Exclusive License and Supply Agreement (ET-105 ) [Member] | Upon Issuance of Orange-book Listed Patent [Member] | Aucta Pharmaceuticals, Inc [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Payments for royalties | 1,000 | ||||||||||||
Exclusive License and Supply Agreement (ET-105 ) [Member] | Upon FDA Acceptance of Product Filing [Member] | Aucta Pharmaceuticals, Inc [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Payments for royalties | 1,500 | ||||||||||||
Exclusive License and Supply Agreement (ET-105 ) [Member] | Upon FDA Approval and Commercial Sales [Member] | Aucta Pharmaceuticals, Inc [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Payments for royalties | $ 1,500 | ||||||||||||
Exclusive License and Supply Agreement (ET-105 ) [Member] | Sales Exceed $10 Million [Member] | Aucta Pharmaceuticals, Inc [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Milestone payment description | 1,000 when net sales exceed $10 million in a calendar year | ||||||||||||
Exclusive License and Supply Agreement (ET-105 ) [Member] | Sales Exceed $20 Million [Member] | Aucta Pharmaceuticals, Inc [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Milestone payment description | 2,000 when net sales exceed $20 million in a calendar year | ||||||||||||
Exclusive License and Supply Agreement [Member] | Diurnal Limited [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Cash paid for licensing milestone fee | $ 3,500 | ||||||||||||
Stock issued during period, shares, new issues | 379,474 | ||||||||||||
Stock issued during period, value, new issues | $ 1,264 | ||||||||||||
Shares issued, price per share | $ 3.33 | ||||||||||||
Aggregate value of licensing milestone amount included in research and development expense | $ 4,764 | ||||||||||||
Distribution and Promotion License Agreement [Member] | Crossject S.A. [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Research and Development Expense | $ 500 | $ 500 | |||||||||||
Sale of Stock, Percentage of Ownership after Transaction | 10.00% | ||||||||||||
Distribution and Promotion License Agreement [Member] | Crossject S.A. [Member] | Maximum [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Cash paid for licensing milestone fee | $ 6,000 | ||||||||||||
Distribution and Promotion License Agreement [Member] | Upon FDA Acceptance of Product Filing [Member] | Crossject S.A. [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Research and Development Expense | $ 4,000 |