Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 09, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | Longeveron Inc. | |
Trading Symbol | LGVN | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001721484 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40060 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-2174146 | |
Entity Address, Address Line One | 1951 NW 7th Avenue | |
Entity Address, Address Line Two | Suite 520 | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33136 | |
City Area Code | (305) | |
Local Phone Number | 909-0840 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 6,311,725 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 14,855,539 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 2,747 | $ 10,503 |
Marketable securities | 5,910 | 9,155 |
Prepaid expenses and other current assets | 1,539 | 404 |
Accounts and grants receivable | 96 | 218 |
Total current assets | 10,292 | 20,280 |
Property and equipment, net | 2,717 | 2,949 |
Intangible assets, net | 2,482 | 2,409 |
Operating lease asset | 1,379 | 1,531 |
Other assets | 223 | 244 |
Total assets | 17,093 | 27,413 |
Current liabilities: | ||
Accounts payable | 1,700 | 1,751 |
Accrued expenses | 1,308 | 650 |
Current portion of lease liability | 578 | 564 |
Estimated lawsuit liability | 1,398 | |
Deferred revenue | 496 | 506 |
Total current liabilities | 4,082 | 4,869 |
Long-term liabilities: | ||
Lease liability | 1,748 | 2,041 |
Total long-term liabilities | 1,748 | 2,041 |
Total liabilities | 5,830 | 6,910 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value per share, 5,000,000 shares authorized, no shares issued and outstanding at June 30, 2023 and December 31, 2022 | ||
Class A Common Stock, $0.001 par value per share, 84,295,000 shares authorized, 6,314,225 shares issued and outstanding at June 30, 2023: 6,127,320 issued and outstanding at December 31, 2022 | 6 | 6 |
Class B Common Stock, $0.001 par value per share, 15,705,000 shares authorized, 14,855,539 shares issued and outstanding at June 30, 2023; 14,891,085 issued and outstanding, at December 31, 2022 | 15 | 15 |
Additional paid-in capital | 84,729 | 83,712 |
Stock subscription receivable | (100) | (100) |
Accumulated deficit | (73,052) | (62,773) |
Accumulated other comprehensive loss | (335) | (357) |
Total stockholders’ equity | 11,263 | 20,503 |
Total liabilities and stockholders’ equity | $ 17,093 | $ 27,413 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 84,295,000 | 84,295,000 |
Common stock, shares issued | 6,314,225 | 6,127,320 |
Common stock, shares outstanding | 6,314,225 | 6,127,320 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 15,705,000 | 15,705,000 |
Common stock, shares issued | 14,855,539 | 14,891,085 |
Common stock, shares outstanding | 14,855,539 | 14,891,085 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues | ||||
Clinical trial revenue | $ 217 | $ 340 | $ 455 | $ 650 |
Grant revenue | 126 | 41 | 186 | |
Total revenues | 217 | 466 | 496 | 836 |
Cost of revenues | 124 | 306 | 327 | 376 |
Gross profit | 93 | 160 | 169 | 460 |
Operating expenses | ||||
General and administrative | 3,375 | 2,427 | 5,230 | 4,407 |
Research and development | 2,287 | 1,720 | 5,067 | 3,147 |
Selling and marketing | 143 | 234 | 300 | 521 |
Total operating expenses | 5,805 | 4,381 | 10,597 | 8,075 |
Loss from operations | (5,712) | (4,221) | (10,428) | (7,615) |
Other income and (expenses) | ||||
Non-operating lawsuit expense | (1,398) | (1,398) | ||
Other income and (expenses), net | 80 | (5) | 149 | (121) |
Total other income and (expenses), net | 80 | (1,403) | 149 | (1,519) |
Net loss | $ (5,632) | $ (5,624) | $ (10,279) | $ (9,134) |
Basic net loss per share (in Dollars per share) | $ (0.27) | $ (0.27) | $ (0.49) | $ (0.44) |
Basic weighted average common shares outstanding (in Shares) | 21,105,420 | 20,943,897 | 21,069,714 | 20,927,640 |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Diluted net loss per share | $ (0.27) | $ (0.27) | $ (0.49) | $ (0.44) |
Diluted weighted average common shares outstanding | 21,105,420 | 20,943,897 | 21,069,714 | 20,927,640 |
Condensed Statements of Compreh
Condensed Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (5,632) | $ (5,624) | $ (10,279) | $ (9,134) |
Other comprehensive loss: | ||||
Net unrealized (loss) gain on available-for-sale securities | (36) | 22 | ||
Total comprehensive loss | $ (5,668) | $ (5,624) | $ (10,257) | $ (9,134) |
Condensed Statements of Stockho
Condensed Statements of Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands | Class A Common Stock | Class B Common Stock | Subscription Receivable | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Balance at beginning at Dec. 31, 2021 | $ 5 | $ 16 | $ (100) | $ 81,470 | $ (43,938) | $ 37,453 | |
Balance at beginning (in Shares) at Dec. 31, 2021 | 5,175,361 | 15,702,834 | |||||
Conversion of Units into Class A and B common stock | $ 1 | $ (1) | |||||
Conversion of Units into Class A and B common stock (in Shares) | 641,749 | (641,749) | |||||
Class A Common Stock, issued for RSUs vested | |||||||
Class A Common Stock, issued for RSUs vested (in Shares) | 131,959 | ||||||
Class A Common Stock, held for taxes on RSUs vested | (294) | (294) | |||||
Class A Common Stock, held for taxes on RSUs vested (in Shares) | (23,507) | ||||||
Class A Common Stock Options Exercised | |||||||
Class A Common Stock Options Exercised (in Shares) | 374 | ||||||
Equity-based compensation | 1,356 | 1,356 | |||||
Net loss | (9,134) | (9,134) | |||||
Balance at ending at Jun. 30, 2022 | $ 6 | $ 15 | (100) | 82,532 | (53,072) | 29,381 | |
Balance at ending (in Shares) at Jun. 30, 2022 | 5,925,935 | 15,061,085 | |||||
Balance at beginning at Mar. 31, 2022 | $ 5 | $ 16 | (100) | 81,833 | (47,448) | 34,306 | |
Balance at beginning (in Shares) at Mar. 31, 2022 | 5,326,512 | 15,585,062 | |||||
Conversion of Units into Class A and B common stock | $ 1 | $ (1) | |||||
Conversion of Units into Class A and B common stock (in Shares) | 523,977 | (523,977) | |||||
Class A Common Stock, issued for RSUs vested | |||||||
Class A Common Stock, issued for RSUs vested (in Shares) | 87,953 | ||||||
Class A Common Stock, held for taxes on RSUs vested | (166) | (166) | |||||
Class A Common Stock, held for taxes on RSUs vested (in Shares) | (12,881) | ||||||
Class A Common Stock Options Exercised | |||||||
Class A Common Stock Options Exercised (in Shares) | 374 | ||||||
Equity-based compensation | 865 | 865 | |||||
Net loss | (5,624) | (5,624) | |||||
Balance at ending at Jun. 30, 2022 | $ 6 | $ 15 | (100) | 82,532 | (53,072) | 29,381 | |
Balance at ending (in Shares) at Jun. 30, 2022 | 5,925,935 | 15,061,085 | |||||
Balance at beginning at Dec. 31, 2022 | $ 6 | $ 15 | (100) | 83,712 | (62,773) | (357) | 20,503 |
Balance at beginning (in Shares) at Dec. 31, 2022 | 6,127,320 | 14,891,085 | |||||
Conversion of Class B common stock for Class A common stock | |||||||
Conversion of Class B common stock for Class A common stock (in Shares) | 35,546 | (35,546) | |||||
Class A Common Stock, issued for RSUs vested | |||||||
Class A Common Stock, issued for RSUs vested (in Shares) | 179,723 | ||||||
Class A Common Stock, held for taxes on RSUs vested | (103) | (103) | |||||
Class A Common Stock, held for taxes on RSUs vested (in Shares) | (28,364) | ||||||
Equity-based compensation | 1,120 | 1,120 | |||||
Unrealized loss attributable to change in market value of available for sale investments | 22 | 22 | |||||
Net loss | (10,279) | (10,279) | |||||
Balance at ending at Jun. 30, 2023 | $ 6 | $ 15 | (100) | 84,729 | (73,052) | (335) | 11,263 |
Balance at ending (in Shares) at Jun. 30, 2023 | 6,314,225 | 14,855,539 | |||||
Balance at beginning at Mar. 31, 2023 | $ 6 | $ 15 | (100) | 84,116 | (67,420) | (299) | 16,318 |
Balance at beginning (in Shares) at Mar. 31, 2023 | 6,163,050 | 14,871,085 | |||||
Conversion of Class B common stock for Class A common stock | |||||||
Conversion of Class B common stock for Class A common stock (in Shares) | 15,546 | (15,546) | |||||
Class A Common Stock, issued for RSUs vested | |||||||
Class A Common Stock, issued for RSUs vested (in Shares) | 159,562 | ||||||
Class A Common Stock, held for taxes on RSUs vested | (86) | (86) | |||||
Class A Common Stock, held for taxes on RSUs vested (in Shares) | (23,933) | ||||||
Equity-based compensation | 699 | 699 | |||||
Unrealized loss attributable to change in market value of available for sale investments | (36) | (36) | |||||
Unrealized loss attributable to change in market value of available for sale investments (in Shares) | |||||||
Net loss | (5,632) | (5,632) | |||||
Balance at ending at Jun. 30, 2023 | $ 6 | $ 15 | $ (100) | $ 84,729 | $ (73,052) | $ (335) | $ 11,263 |
Balance at ending (in Shares) at Jun. 30, 2023 | 6,314,225 | 14,855,539 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (10,279) | $ (9,134) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 478 | 417 |
Interest earned on marketable securities | 151 | 123 |
Equity issued for consulting services | 170 | |
Equity-based compensation | 1,120 | 1,186 |
Non-operating lawsuit expense | 1,398 | |
Changes in operating assets and liabilities: | ||
Accounts and grants receivable | 122 | (82) |
Prepaid expenses and other current assets | (1,136) | (759) |
Other assets | 23 | (42) |
Accounts payable | (51) | (241) |
Deferred revenue | (10) | 321 |
Estimated lawsuit liability | (1,398) | |
Accrued expenses | 658 | (504) |
Lease asset and lease liability | (127) | (280) |
Net cash used in operating activities | (10,449) | (7,427) |
Cash flows from investing activities | ||
Proceeds from the sale of marketable securities | 3,116 | 2,497 |
Acquisition of property and equipment | (134) | (125) |
Acquisition of intangible assets | (186) | (90) |
Net cash provided by investing activities | 2,796 | 2,282 |
Cash flows from financing activities | ||
Payments for taxes on RSUs vested | (103) | (289) |
Net cash used in financing activities | (103) | (289) |
Change in cash and cash equivalents | (7,756) | (5,434) |
Cash and cash equivalents at beginning of the period | 10,503 | 25,658 |
Cash and cash equivalents at end of the period | 2,747 | 20,224 |
Supplement Disclosure of Non-cash Investing and Financing Activities: | ||
Vesting of RSUs into Class A Common Stock | $ (575) | $ (1,017) |
Nature of Business, Basis of Pr
Nature of Business, Basis of Presentation, and Liquidity | 6 Months Ended |
Jun. 30, 2023 | |
Nature of Business, Basis of Presentation, and Liquidity [Abstract] | |
Nature of Business, Basis of Presentation, and Liquidity | 1. Nature of Business, Basis of Presentation, and Liquidity Nature of business: Longeveron was formed as a Delaware limited liability company on October 9, 2014, and was authorized to transact business in Florida on December 15, 2014. On February 12, 2021, Longeveron, LLC converted its corporate form (the “Corporate Conversion”) from a Delaware limited liability company (Longeveron, LLC) to a Delaware corporation, Longeveron Inc. (the “Company,” “Longeveron” or “we,” “us,” or “our”). The Company is a clinical stage biotechnology company developing cellular therapies for specific aging-related and life-threatening conditions and operates out of its leased facilities in Miami, Florida. The Company’s product candidates are currently in development. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid technological change and substantial competition from, among others, existing pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, partners and consultants. The accompanying interim condensed balance sheet as of June 30, 2023, and the condensed statements of operations, statement of comprehensive loss, stockholders’ equity, and cash flows for the three and six months ended June 30, 2023 and 2022, are unaudited. The unaudited condensed financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been omitted. In the opinion of management, the accompanying unaudited condensed financial statements for the periods presented reflect all adjustments which are normal and recurring, and necessary to fairly state the financial position, results of operations, and cash flows of the Company. These unaudited condensed financial statements and notes should be read in conjunction with the audited financial statements and notes thereto in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on March 14, 2023. Liquidity: Since inception, the Company has primarily been engaged in organizational activities, including raising capital, and research and development activities. The Company does not yet have a product that has been approved by the U.S. Food and Drug Administration (“FDA”), and has only generated revenues from grants, clinical trials and contract manufacturing. The Company has not yet achieved profitable operations or generated positive cash flows from operations. The Company intends to continue its efforts to raise additional equity financing, develop its intellectual property, and secure regulatory approvals to commercialize its products. There is no assurance that profitable operations, if achieved, could be sustained on a continuing basis. Further, the Company’s future operations are dependent on the success of the Company’s efforts to raise additional capital, its research and commercialization efforts, regulatory approval, and, ultimately, the market acceptance of the Company’s approved products, if any. These financial statements do not include adjustments that might result from the outcome of these uncertainties. The Company has incurred recurring losses from operations since its inception, including a net loss of $10.3 million and $9.1 million for the six months ended June 30, 2023 and 2022, respectively. In addition, as of June 30, 2023, the Company had an accumulated deficit of $73.1 million. The Company expects to continue to generate operating losses for the foreseeable future. As of June 30, 2023, the Company had cash, and cash equivalents of $2.7 million and marketable securities of $5.9 million. The Company has prepared a cash flow forecast which indicates that it does not have sufficient cash to meet its minimum expenditure commitments for one year from the date these condensed financial statements are available to be issued and therefore needs to raise additional funds to continue as a going concern. As a result, there is substantial doubt about the Company’s ability to continue as a going concern. To address the future funding requirements, management has undertaken the following initiatives: ● On June 27,2023 the Company filed a registration statement with the SEC to conduct a tradeable subscription rights offering for up to $30.0 million of shares of Class A common stock to its stockholders and holders of warrants to purchase common stock as of a future record date to be determined. The Company expects to undertake and close the offering as outlined in the registration statement. On July 28, 2023 the Company filed a first amendment to the registration statement. The Company may seek additional capital in the private and/or public equity markets, to continue its operations, respond to competitive pressures, develop new products and services, and to support new strategic partnerships. The Company is evaluating additional equity/debt financing opportunities on an ongoing basis and may execute them when appropriate. However, there can be no assurances that the Company can consummate the rights offering or any transaction or consummate a transaction at favorable pricing or at all; ● the Company will attempt to use equity instruments to provide a portion of the compensation due to vendors and collaboration partners; ● the Company plans to pursue potential partnerships for pipeline programs, however, there can be no assurances that it can consummate such transactions; ● the Company will continue to support its Bahamas Registry to generate revenue; and ● since 2016 our clinical programs have received over $16.0 million in competitive extramural grant awards ($11.5 million which has been directly awarded to us and which are recognized as revenue when the performance obligations are met) from the National Institutes of Health (NIH), Alzheimer’s Association, and Maryland Stem Cell Research Fund (MSCRF), and the Company plans to submit additional contract and grant applications for further support of its programs with various funding agencies. The Company’s condensed financial statements do not include any adjustments to the assets carrying amount, to the expenses presented and to the reclassification of the condensed balance sheets items that could be necessary should the Company be unable to continue its operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of presentation: The financial statements of the Company were prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year. These reclassifications had no impact on net loss, stockholders’ equity or cash flows as previously reported. Use of estimates: The presentation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Accounting Standard Updates A variety of proposed or otherwise potential accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, management has not yet determined the effect, if any, that the implementation of such proposed standards would have on the Company’s condensed financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. The standard requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, these standards now require allowances to be recorded instead of reducing the amortized cost of the investment. These standards limit the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. The adoption of the standard as of January 1, 2023 did not have a material impact on the Company’s condensed financial statements; however, the Company did record net unrealized gains and losses in the condensed statement of comprehensive loss for the three and six month periods ended June 30, 2023. Cash and cash equivalents: The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. Marketable securities: Marketable securities at June 30, 2023 and December 31, 2022 consisted of marketable fixed income securities, primarily corporate bonds, as well as U.S. Government and agency obligations which are categorized as trading securities and are thus marked to market and stated at fair value in accordance with ASC 820 Fair Value Measurement Accounts and grants receivable: Accounts and grants receivable include amounts due from customers, granting institutions and others. The amounts as of June 30, 2023 and December 31, 2022 are certain to be collected, and no amount has been recognized for doubtful accounts. In addition, for the Clinical trial revenue, most participants pay in advance of treatment. Advanced grant funds and prepayments for the Clinical trial revenue are recorded to deferred revenue. Accounts and grants receivable by source, as of (in thousands): June 30, December 31, National Institutes of Health – Grant $ 96 $ 218 Total $ 96 $ 218 Deferred offering costs: The Company recorded certain legal, professional and other third-party fees that were directly associated with in-process equity financings as deferred offering costs until the applicable equity financing was consummated. After consummation of an equity financing, these costs are recorded in stockholders’ equity as a reduction of proceeds generated as a result of the offering. Property and equipment: Property and equipment, including improvements that extend useful lives of related assets, are recorded at cost, while maintenance and repairs are charged to operations as incurred. Depreciation is calculated using the straight-line method based on the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the original term of the lease. Depreciation expense is recorded in the research and development line of the condensed statements of operations as the assets are primarily related to the Company’s clinical programs. Intangible assets: Intangible assets include payments on license agreements with the Company’s co-founder and chief scientific officer (“CSO”) and the University of Miami (“UM”) (see Note 9) and legal costs incurred related to patents and trademarks. License agreements have been recorded at the value of cash consideration, common stock and membership units transferred to the respective parties when acquired. Payments for license agreements are amortized using the straight-line method over the estimated term of the agreements, which range from 5-20 years. Patents are amortized over their estimated useful life, once issued. The Company considers trademarks to have an indefinite useful life and evaluates them for impairment on an annual basis. Amortization expense is recorded in the research and development line of the condensed statements of operations as the assets are primarily related to the Company’s clinical programs. Impairment of Long-Lived Assets: The Company evaluates long-lived assets for impairment, including property and equipment and intangible assets, when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Upon the occurrence of a triggering event, the asset is reviewed to assess whether the estimated undiscounted cash flows expected from the use of the asset plus the residual value from the ultimate disposal exceeds the carrying value of the asset. If the carrying value exceeds the estimated recoverable amounts, the asset is written down to the estimated fair value. Any resulting impairment loss is reflected on the condensed statements of operations. Upon evaluation, management determined that there was no impairment of long-lived assets during the three and six months ended June 30, 2023 and 2022. Deferred revenue: The unearned portion of advanced grant funds and prepayments for clinical trial revenue, which will be recognized as revenue when the Company meets the respective performance obligations, has been presented as deferred revenue in the accompanying condensed balance sheets. For the six months ended June 30, 2023 and 2022, the Company recognized less than $0.1 million and $0.1 million, respectively of funds that were previously classified as deferred revenue ($0 and $0.1 million, respectively for the three months ended June 30, 2023 and 2022). Revenue recognition: The Company recognizes revenue when performance obligations related to respective revenue streams are met. For grant revenue, the Company considers the performance obligation met when the grant related expenses are incurred or supplies and materials are received. The Company is paid in tranches pursuant to terms of the related grant agreements, and then applies payments based on regular expense reimbursement submissions to grantors. There are no remaining performance obligations or variable consideration once grant expense reporting to the grantor is complete. For clinical trial revenue, the Company considers the performance obligation met when the participant has received the treatment. The Company usually receives prepayment for these services or receives payment at the time the treatment is provided, and there are no remaining performance obligations or variable consideration once the participant receives the treatment. For contract manufacturing revenue, the Company considers the performance obligation met when the contractual obligation and/or statement of work has been satisfied. Payment terms may vary depending on specific contract terms. There are no significant judgments affecting the determination of the amount and timing of revenue recognition. Revenue by source (in thousands): Three months ended Six months ended 2023 2022 2023 2022 National Institute of Health - grant $ - $ 41 $ 41 $ 82 Clinical trial revenue 217 340 455 650 MSCRF – TEDCO 1 - 85 - 104 Total $ 217 $ 466 $ 496 $ 836 1 Maryland Stem Cell Research Fund (MSCRF) - Maryland Technology Development Corporation (TEDCO) The Company records cost of revenues based on expenses directly related to revenue. For Grants, the Company records allocated expenses for Research and development costs to a grant as a cost of revenues. For the Clinical trial revenue, directly related expenses for that program are expensed as incurred. These expenses are similar to those described under “Research and development expense” below. Research and development expense: Research and development costs are charged to expense when incurred in accordance with ASC 730 Research and Development Concentrations of credit risk: Financial instruments which potentially subject the Company to credit risk consist principally of cash and cash equivalents, short-term investments and accounts and grants receivable. Cash and cash equivalents are held in U.S. financial institutions. At times, the Company may maintain balances in excess of the federally insured amounts. Income taxes: Prior to its Corporate Conversion, the Company was treated as a partnership for U.S. federal and state income tax purposes. Consequently, the Company passed its earnings and losses through to its members based on the terms of the Company’s Operating Agreement. Accordingly, no provision for income taxes is recorded in the financial statements for periods prior to the conversion. Following the Corporate Conversion, the Company’s tax provision consists of taxes currently payable or receivable, plus any change during the period in deferred tax assets and liabilities. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. The Company’s tax provision was $0 for the three and six months ended June 30, 2023 and 2022 due to net operating losses. The Company has not recorded any tax benefit for the net operating losses incurred due to the uncertainty of realizing a benefit in the future. The Company recognizes the tax benefits from uncertain tax positions that the Company has taken or expects to take on a tax return. In the unlikely event an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by a taxing authority. Reserves for uncertain tax positions would then be recorded if the Company determined it is probable that either a position would not be sustained upon examination or a payment would have to be made to a taxing authority and the amount was reasonably estimable. As of June 30, 2023 and December 31, 2022, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to a taxing authority. It is the Company’s policy to expense any interest and penalties associated with its tax obligations when they are probable and estimable. Equity-based compensation: The Company accounts for equity-based compensation expense by the measurement and recognition of compensation expense for stock-based awards based on estimated fair values on the date of grant. The fair value of the stock options is estimated at the date of the grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of highly subjective assumptions, the most significant of which are the expected share price volatility, the expected life of the option award, the risk-free rate of return, and dividends during the expected term. Because the option-pricing model is sensitive to changes in the input assumptions, different determinations of the required inputs may result in different fair value estimates of the options. Neither the Company’s stock options nor its restricted stock units (“RSUs”) trade on an active market. Volatility is a measure of the amount by which a financial variable, such as a stock price, has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. Given the Company’s limited historical data, the Company utilizes the average historical volatility of similar publicly traded companies that are in the same industry. The risk-free interest rate is the average U.S. treasury rate (having a term that most closely approximates the expected life of the option) for the period in which the option was granted. The expected life is the period of time that the options granted are expected to remain outstanding. Options granted have a maximum term of ten years. The Company has insufficient historical data to utilize in determining its expected life assumptions and, therefore, uses the simplified method for determining expected life. |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jun. 30, 2023 | |
Marketable Securities [Abstract] | |
Marketable securities | 3. Marketable securities The following is summary of marketable securities that the Company measures at fair value (in thousands): Fair Value at June 30, 2023 Level 1 Level 2 Level 3 Total U.S. Treasury obligations $ 99 $ - $ - $ 99 U.S. government agencies - 1,284 - 1,284 Corporate and foreign bonds - 4,527 - 4,527 Money market funds (1) 1,027 - - 1,027 Accrued income 42 - - 42 Total marketable securities $ 1,168 $ 5,811 $ - $ 6,979 (1) Money market funds are included in cash and cash equivalents in the condensed balance sheet. Fair Value at December 31, 2022 Level 1 Level 2 Level 3 Total U.S. Treasury obligations $ 97 $ - $ - $ 97 U.S. government agencies - 1,250 - 1,250 Corporate and foreign bonds - 7,808 - 7,808 Money market funds (1) 607 - - 607 Accrued income 65 - - 65 Total marketable securities $ 769 $ 9,058 $ - $ 9,827 (1) Money market funds are included in cash and cash equivalents in the condensed balance sheet. As of June 30, 2023 and December 31, 2022, the Company reported accrued interest receivable related to marketable securities of less than $0.1 million and $0.1 million, respectively. These amounts are recorded in other assets on the condensed balance sheets and are not included in the carrying value of the marketable securities. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property and Equipment, Net [Abstract] | |
Property and equipment, net | 4. Property and equipment, net Major components of property and equipment are as follows (in thousands): Useful Lives June 30, December 31, Leasehold improvements 10 years $ 4,328 $ 4,328 Furniture/Lab equipment 7 years 2,366 2,264 Computer equipment 5 years 77 46 Software/Website 3 years 38 38 Total property and equipment 6,809 6,676 Less accumulated depreciation and amortization 4,092 3,727 Property and equipment, net $ 2,717 $ 2,949 Depreciation and amortization expense amounted to approximately $0.2 million for each of the three-month periods ended June 30, 2023 and 2022, and $0.4 million and $0.3 million for the six months ended June 30, 2023 and 2022, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets, Net [Abstract] | |
Intangible assets, net | 5. Intangible assets, net Major components of intangible assets as of June 30, 2023 are as follows (in thousands): Useful Lives Cost Accumulated Total License agreements 20 years $ 2,043 $ (797 ) $ 1,246 Patent Costs 1,046 - 1,046 Trademark costs 190 - 190 Total $ 3,279 $ (797 ) $ 2,482 Major components of intangible assets as of December 31, 2022 are as follows: Useful Lives Cost Accumulated Total License agreements 20 years $ 2,043 $ (685 ) $ 1,358 Patent Costs 887 - 887 Trademark costs 164 - 164 Total $ 3,094 $ (685 ) $ 2,409 Amortization expense related to intangible assets amounted to approximately $0.1 million for each of the three- and six-month periods ended June 30, 2023 and 2022. Future amortization expense for intangible assets as of June 30, 2023 is approximately as follows (in thousands): Year Ending December 31, Amount 2023 (remaining six months) $ 112 2024 224 2025 224 2026 224 2027 224 Thereafter 238 Total $ 1,246 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | 6. Leases The Company records an operating lease asset and an operating lease liability related to its operating leases (there are no finance leases). The Company’s corporate office lease expires in March 2027. As of June 30, 2023, the operating lease asset and operating lease liability were approximately $1.4 million and $2.3 million, respectively. As of December 31, 2022, the operating lease asset and operating lease liability were approximately $1.5 million and $2.6 million, respectively. Future minimum payments under the operating leases as of June 30, 2023 are as follows (in thousands): Year Ending December 31, Amount 2023 (remaining six months) $ 341 2024 682 2025 682 2026 682 2027 169 Total 2,556 Less: Interest 230 Present value of operating lease liability $ 2,326 During each of the three month periods ended June 30, 2023 and 2022, the Company incurred approximately $0.1 million of total lease costs and for the six month periods ended June 30, 2023 and 2022, the Company incurred approximately $0.2 million and $0.1 million of total lease costs, respectively, that are included in the general and administrative expenses in the statements of operations. |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders’ Equity [Abstract] | |
Stockholders’ Equity | 7. Stockholders’ Equity Class A Common Stock On April 19, 2023, the Company finalized the Separation Agreement effective June 9, 2023, for James Clavijo, the Company’s former Chief Financial Officer. In part for his agreement to a general release the Company agreed to pay Mr. Clavijo $275,000 as severance compensation, three months of payment for COBRA insurance coverage and the immediate acceleration and vesting of 6,690 RSUs that were previously granted. Mr. Clavijo entered into a concurrent consulting agreement with the Company to continue as interim Chief Financial Officer until a permanent successor joined the Company. On April 18, 2023, the Company finalized the Separation Agreement dated March 31, 2023, for Dr. Christopher Min, the Company’s former Chief Medical Officer. In part for his agreement to a general release the Company agreed to pay Dr. Min: $112,000 as severance compensation and allowed for the immediate acceleration and vesting of 40,000 RSUs that were previously granted. RSUs are taxable upon vesting based on the market value on the date of vesting. The Company is required to make mandatory tax withholding for the payment and satisfaction of income tax, social security tax, payroll tax, or payment on account of other tax related to withholding obligations that arise by reason of vesting of an RSU. The taxable income is calculated by multiplying the number of vested RSUs for each individual by the closing share price as of the vesting date ($2.61 on April 3, 2023) and a tax liability is calculated based on each individual’s tax bracket. On April 3, 2023, a total of 10,648 RSUs granted in connection with the Company’s IPO vested, of which 9,570 were held by Company employees. Based on the closing price of $2.61 on April 3, 2023, the Company recorded a tax liability of $7,000 for the employees and a corresponding tax liability for the Company of $2,000. In total, the Company paid $9,000 for employee and employer taxes that resulted from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 2,514 shares of Class A Common Stock owned by the Company’s employees upon vesting. The shares withheld are available for reissuance pursuant to the Company’s 2021 Incentive Award Plan, as amended (the “2021 Incentive Plan”). On April 3, 2023, a total of 12,500 RSUs vested that had been granted to Wa’el Hashad, the Company’s Chief Executive Officer. Based on the closing price of $2.61 on April 3, 2023, the Company recorded a tax liability of $10,000 for the employee and a corresponding tax liability for the Company of $2,000. In total, the Company paid $12,000 for employee and employer taxes that resulted from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 3,819 shares of Class A Common Stock shares owned by Mr. Hashad upon vesting. The shares withheld are available for reissuance pursuant to the 2021 Incentive Plan. On January 3, 2023, a total of 20,161 RSUs granted in connection with the Company’s IPO vested, of which 18,005 were held by Company employees. Based on the closing price of $3.37 on January 3, 2023, the Company recorded a tax liability of $15,000 for the employees and a corresponding tax liability for the Company of $2,000. In total, the Company paid $17,000 for employee and employer taxes that resulted from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 4,431 shares of Class A Common Stock owned by the employees upon vesting. The shares withheld are available for reissuance pursuant to the 2021 Incentive Plan. On November 16, 2022, the Company accounted for but had not issued 48,140 RSUs convertible to shares of Class A Common Stock, with an aggregate value of $207,000 as payment for accrued expenses under a consulting agreement with Dr. Hare. These shares were issued to Dr. Hare on May 24, 2023. On October 3, 2022, a total of 20,157 RSUs granted in connection with the Company’s IPO vested, of which 18,001 were held by Company employees. Based on the closing price of $3.75 on October 3, 2022, the Company recorded a tax liability of $16,000 for the employees and a corresponding tax liability for the Company of $2,000. In total, the Company paid $18,000 for employee and employer taxes that resulted from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 4,204 shares of Class A Common Stock owned by the Company’s employees upon vesting. The shares withheld are available for reissuance pursuant to the 2021 Incentive Plan. On July 1, 2022, a total of 20,158 RSUs granted in connection with the Company’s IPO vested, of which 18,002 were held by Company employees. Based on the closing price of $5.94 on July 1, 2022, the Company recorded a tax liability of $26,000 for the employees and a corresponding tax liability for the Company of $2,000. In total, the Company paid $28,000 for employee and employer taxes that resulted from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 4,726 shares of Class A Common Stock owned by the Company’s employees upon vesting. The shares withheld are available for reissuance pursuant to the 2021 Incentive Plan. On June 22, 2022, a total of 27,854 RSUs were granted to the Company’s former Chief Executive Officer, Geoff Green, in exchange for $170,000 of compensation agreed upon in connection with his separation. On June 3, 2022, a total of 26,666 RSUs vested that previously had been granted to our Chief Financial Officer and General Counsel. As a result, based on a closing price of $8.73 on June 3, 2022, the Company recorded a tax liability of $55,000 for the employees and a corresponding tax liability for the Company of $2,000. In total, the Company paid $57,000 for employee and employer taxes resulting from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 6,254 shares of Class A Common Stock owned by the Company’s employees upon vesting. The shares withheld are available for reissuance pursuant to the 2021 Incentive Plan. On April 4, 2022, a total of 1,167 RSUs vested that previously had been granted to our former Chief Medical Officer. Based on the closing price of $12.85 on April 3, 2022, the Company recorded a tax liability of $5,000 for the employee and a corresponding tax liability for the Company of $1,000. In total, the Company paid $6,000 for employee and employer taxes that resulted from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 357 shares of Class A Common Stock shares owned by the Chief Medical Officer upon vesting. The shares withheld are available for reissuance pursuant to the 2021 Incentive Plan. On April 1, 2022, a total of 31,016 RSUs vested that previously had been granted in connection with the Company’s IPO vested, of which 26,360 were held by Company employees. Based on the closing price of $15.61 on April 1, 2022, the Company recorded a tax liability of $105,000 for the employees and a corresponding tax liability for the Company of $14,000. In total, the Company paid $119,000 for employee and employer taxes that resulted from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 6,222 shares of Class A Common Stock owned by the Company’s employees upon vesting. The shares withheld are available for reissuance pursuant to the 2021 Incentive Plan. On April 1, 2022, a total of 2,500 RSUs vested that were previously granted to a member of the Company’s Board of Directors. On February 12, 2022, a total of 8,750 RSUs vested that were previously granted to members of the Company’s Board of Directors upon the completion of the IPO vested. On January 3, 2022, a total of 35,246 RSUs vested that previously had been granted in connection with the Company’s IPO vested, of which 29,614 were held by Company employees. Based on the closing price of $12.09 on January 3, 2022, the Company recorded a tax liability of $92,000 for the employees and a corresponding tax liability for the Company of $14,000. In total, the Company paid $106,000 for employee and employer taxes that resulted from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 10,627 shares of Class A Common Stock owned by the Company’s employees upon vesting. The shares withheld are available for reissuance pursuant to the 2021 Incentive Plan. During the six months ended June 30, 2022, stock options were exercised for Class A Common Stock shares at an average exercise price of $5.73 for proceeds of $2,143. Class B Common Stock In connection with the Corporate Conversion, 2,000,000 outstanding Series A and B units were converted into 15,702,834 shares of our unregistered Class B Common Stock. Holders of Class A Common Stock generally have rights identical to holders of Class B Common Stock, except that holders of Class A Common Stock are entitled to one vote per share and holders of Class B Common Stock are entitled to five (5) votes per share. The holders of Class B Common Stock may convert each share of Class B Common Stock into one share of Class A Common Stock at any time at the holder’s option. Class B Common Stock is not publicly tradeable. During the six months ended June 30, 2023, stockholders exchanged 35,546 shares of Class B Common Stock for 35,546 shares of Class A Common Stock. During the year ended December 31, 2022, stockholders exchanged 811,749 shares of Class B Common Stock for 811,749 shares of Class A Common Stock. Warrants As part of the IPO, the underwriter received warrants to purchase 106,400 shares of Class A Common Stock. The warrants are exercisable at any time and from time to time, in whole or in part, during the four and a half-year period commencing August 12, 2021, at a price of $12.00 per share and the fair value of the warrants as of December 31, 2021 was approximately $0.5 million. During 2021, the underwriters assigned 95,760 of the warrants to its employees. As of December 31, 2022, 51,061 warrants have been exercised for Class A Common Stock shares at an exercise price of $12.00 for $612,732. As part of the 2021 PIPE Offering, the Company issued 1,169,288 warrants to investors to purchase up to a number of shares of Class A Common Stock equal to the number of shares of Class A Common Stock purchased by such investor in the offering, at an exercise price of $17.50 per share (the “Purchaser Warrants”). The Purchaser Warrants are immediately exercisable, expire five years from the date of issuance and have certain downward pricing adjustment mechanisms, subject to a floor, as set forth in greater detail therein. In addition, the Company granted the underwriters warrants, under similar terms, to purchase 46,722 shares of Class A Common Stock, at an exercise price of $17.50 per share. |
Equity Incentive Plan
Equity Incentive Plan | 6 Months Ended |
Jun. 30, 2023 | |
Equity Incentive Plan [Abstract] | |
Equity Incentive Plan | 8. Equity Incentive Plan As part of the Company’s IPO, the Company adopted and approved the 2021 Incentive Award Plan, under which, the Company may grant equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which the Company competes. On March 1, 2023, the Company granted Mr. Hashad a signing bonus of 50,000 Restricted Stock Units, which shall vests in quarterly installments on each of April 1, 2023, July 1, 2023, September 1, 2023, and December 31, 2023. Mr. Hashad will also be eligible to receive annual long-term equity incentive awards through 2026 consisting of 50,000 shares of time-based vesting stock options and up to 125,000 of performance share units “(PSUs”), in accordance with the terms of the Longeveron 2021 Incentive Award Plan. On November 16, 2022, the Company accounted for but had not issued 48,140 RSUs convertible to unregistered shares of Class A Common Stock, with an aggregate value of $207,000 as payment for accrued expenses under a consulting agreement with Dr. Hare. These shares were issued to Dr. Hare on May 24, 2023. On June 22, 2022, the Company granted $170,000 of separation compensation to Mr. Green (Mr. Green resigned as CEO effective June 1, 2022), which were converted into 27,854 RSUs. The RSUs were issued based on the three-day average of the fair market value prior to the time of grant, June 22, 2022, of $6.10. On June 3, 2022, the Company granted a bonus to Mr. Clavijo and Mr. Lehr in the form of RSUs. Mr. Clavijo and Mr. Lehr were granted 40,000 RSUs each that vested one-third at the grant date, with the remaining two-thirds vesting on each anniversary of the grant date. The RSUs were issued based on a fair market value at the time of grant, June 3, 2022, of $8.73. Mr. Clavijo forfeited 13,334 unvested RSUs on June 9, 2023. On April 4, 2022, the Company appointed K. Chris Min, M.D., Ph.D. as its Chief Medical Officer. Dr. Min’s employment agreement provides an annual base salary of $350,000, and he will be eligible to receive a performance bonus equal to 30% of his base salary, prorated for his first year of employment. Dr. Min received a $60,000 signing bonus, with 50% of this amount paid in RSUs and 50% in stock options. Dr. Min also received two equity incentive awards; 150,000 RSUs and a stock option award exercisable for 50,000 shares. Each award will vest 25% upon the first-year anniversary of his first day of employment with Longeveron, with 25% vesting thereafter on the second, third and fourth anniversaries of his employment. In each case, the vesting of the equity awards was subject to Dr. Min’s continued service through the applicable vesting dates. RSUs were expensed on a quarterly basis at the rate of $0.1 million for the quarterly vesting amount of 9,375 RSUs, with a price per share of $12.85 (the closing price of the Company’s stock on April 4, 2022) through March 31, 2023. Stock options were expensed based upon a Black-Scholes calculation, the price per share to be expensed was $11.34 and a total cost of $0.6 million was to be expensed ratably over 48 months. Dr. Min forfeited these stock options in connection with his separation on March 31, 2023. As of June 30, 2023 and December 31, 2022, the Company had 97,754 and 329,746, respectively RSUs outstanding (unvested). RSU activity for the six months ended June 30, 2023 was as follows: Number of Outstanding (unvested) at December 31, 2022 329,746 RSU granted 60,000 RSUs vested (182,223 ) RSU expired/forfeited (109,769 ) Outstanding (unvested) at June 30, 2023 97,754 Stock Options Stock options may be granted under the 2021 Incentive Plan. The exercise price of options is set to equal the fair market value of the Company’s Class A Common Stock as of the grant date. Options historically granted have generally become exercisable over four years and expire ten years from the date of grant. The 2021 Incentive Plan provides for equity grants to be granted up to 5% of the outstanding common stock shares. The fair value of the options issued is estimated using the Black-Scholes option-pricing model and using the following assumptions: a dividend yield of 0%; an expected life of 10 years; volatility of 95%; and risk-free interest rate based on the grant date ranging from of 1.23% to 4.01%. Each option grant made during 2023 and 2022 will be expensed ratably over the option vesting periods, which approximates the service period. As of June 30, 2023 and December 31, 2022, the Company has recorded issued and outstanding options to purchase a total of 401,681, and 470,191 shares, respectively, of Class A Common Stock pursuant to the 2021 Incentive Plan, at a weighted average exercise price of $6.07, and $7.07 per share, respectively. For the six months ended June 30, 2023: Number of Stock options vested (based on ratable vesting) 183,527 Stock options unvested 218,154 Total stock options outstanding at June 30, 2023 401,681 For the year ended December 31, 2022: Number of Stock options vested (based on ratable vesting) 151,258 Stock options unvested 318,933 Total stock options outstanding at December 31, 2022 470,191 Stock Option activity for the six months ended June 30, 2023 was as follows: Number of Weighted Outstanding at December 31, 2022 470,191 $ 7.07 Options granted 50,000 $ 3.62 Options exercised - - Options expired/forfeited (118,510 ) $ 9.01 Outstanding at June 30, 2023 401,681 $ 6.07 On March 1, 2023, the Company granted an award of 50,000 Class A Common Stock options to Mr. Hashad. The stock option award has a one-year vesting period, vesting on the first anniversary of the grant date, and has an exercise price of $3.62. Based upon a Black-Scholes calculation, the price per share to be expensed was $3.23 and a total cost of $0.2 million would be expensed ratably over 12 months. On December 21, 2022, the Company granted an award of 5,000 Class A Common Stock options to each of its directors (a total of 45,000). The stock option award has a four-year vesting period, vesting 25% per year, and has an exercise price of $3.00. Based upon a Black-Scholes calculation, the price per share to be expensed was $2.67 and a total cost of $135,000 that would be expensed ratably over 48 months. On November 16, 2022, the Company granted an award of 22,843 Class A Common Stock options to Mr. Lehr. The stock option award has a four-year vesting period, vesting 25% per year, and has an exercise price of $4.30. Based upon a Black-Scholes calculation, the price per share to be expensed was $2.94 and a total cost of less than $0.1 million would be expensed ratably over 48 months. On September 6, 2022, the Company granted an award of 10,000 Class A Common Stock options to an employee. The stock option award has a four-year vesting period, vesting 25% per year, and has an exercise price of $4.67. Based upon a Black-Scholes calculation, the price per share to be expensed was $4.15 and a total cost of less than $0.1 million would be expensed ratably over 48 months. On June 3, 2022, the Company granted an award of 5,000 Class A Common Stock options to Mr. Lehr. The stock option award vested upon the grant date, and has an exercise price of $8.73. Based upon a Black-Scholes calculation, the price per share to be expensed was $7.73 and a total cost of less than $0.1 million was expensed on the grant date. On March 14, 2022, the Company granted an award of 22,000 Class A Common Stock options to employees. The stock option award has a four-year vesting period, vesting 25% per year, and has an exercise price of $5.94. Based upon a Black-Scholes calculation, the price per share to be expensed was $5.23 and a total cost of less than $0.1 million would be expensed ratably over 48 months. On January 6, 2022, the Company granted awards of 84,825 Class A Common Stock options to employees. The stock option awards have four-year vesting periods, vesting 25% per year, and have an exercise price of $10.00. Based upon a Black-Scholes calculation, the price per share to be expensed was $8.78 and a total cost of $0.7 million would be expensed ratably over 48 months. For the three months ended June 30, 2023 and 2022, the equity-based compensation expense was $0.7 million and $.9 million, respectively, and for the six months ended June 30, 2023 and 2022, the equity-based compensation expense amounted to approximately $1.1 million and $1.4 million, respectively. These amounts are included in the research and development and general and administrative expenses in the condensed statements of operations for the three and six months ended June 30, 2023 and 2022. As of June 30, 2023, the remaining unrecognized equity-based compensation (which includes RSUs, PSUs and stock options) of approximately $1.7 million will be recognized over approximately 3.5 years. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Master Services Agreements: As of June 30, 2023, the Company had three active master services agreements with third parties to conduct its clinical trials and manage clinical research programs and clinical development services on behalf of the Company. The Company expects these agreements or amended current agreements to have total expenditures of approximately $3.4 million over the next two years. Consulting Services Agreements: On November 20, 2014, the Company entered into a ten-year consulting services agreement with Dr. Joshua Hare, its CSO. Under the agreement, the Company has agreed to pay the CSO $265,000 annually. The compensation payments are for scientific knowledge, medical research, technical knowledge, skills, and abilities to be provided by the CSO to further develop the intellectual property rights assigned by the CSO to the Company. This agreement requires the CSO to also assign to the Company the exclusive right, title, and interest in any work product developed from his efforts during the term of this agreement. On November 16, 2022, the Company accounted for but had not issued 48,140 RSUs with an aggregate value of $0.2 million as payment for accrued expenses under the consulting agreement with the CSO. These shares were issued on May 24, 2023. As of June 30, 2023 and December 31, 2022, the Company had an accrued balance due to the CSO of less than $0.1 million. Technology Services Agreement: On March 27, 2015, the Company entered into a technology services agreement with Optimal Networks, Inc. (a related company owned by Dr. Joshua Hare’s brother-in-law) for use of information technology services. The Company agreed to issue the related party equity incentive units in the amount equal to 50% of the charges for invoiced services, with such equity to be issued annually on or about the anniversary date of the agreement. During 2017, the Company issued 1,901 Series C Units, and on November 22, 2019 and January 29, 2021, the Company issued 820 and 410 Series C Units, respectively, as payment for an aggregate of $0.2 million of accrued technology services. The Series C units were converted to 16,755 Class A common stock shares. As of June 30, 2023, and December 31, 2022, the Company owed $0 and less than $0.1 million, respectively, pursuant to this agreement, which is included in accounts payable in the accompanying June 30, 2023 and December 31, 2022 condensed balance sheets. Exclusive Licensing Agreements: UM Agreement On November 20, 2014, the Company entered into an Exclusive License Agreement with UM for the use of certain Aging-related Frailty MSC technology rights developed by our Chief Science Officer at UM. The UM License is a worldwide, exclusive license, with right to sublicense, with respect to any and all know-how specifically related to the development of the culture-expanded MSCs for Aging-related Frailty used at the IMSCs, all SOPs used to create the IMSCs, and all data supporting isolation, culture, expansion, processing, cryopreservation and management of the IMSCs. The Company is required to pay UM (i) a license issue fee of $5,000, (ii) a running royalty in an amount equal to three percent of annual net sales on products or services developed from the technology, payable on a country-by-country basis beginning on the date of first commercial sale through termination of the UM License Agreement, and which may be reduced to the extent we are required to pay royalties to a third party for the same product or process, (iii) escalating annual cash payments of up to $50,000, subject to offset. The agreement extends for up to 20 years from the last date a product or process is commercialized from the technology and was amended in 2017 to modify certain milestone completion dates as detailed below In 2021 the license fee was increased by an additional $100,000, to defray patent costs. In addition, the Company issued 110,387 unregistered shares of Class A Common Stock to UM. The milestone payment amendments shifted the triggering payments to three payments of $500,000, to be paid within six months of: (a) the completion of the first Phase 3 clinical trial of the products (based upon the final data unblinding); (b) the receipt by the Company of approval for the first new drug application (“NDA”), biologics application (“BLA”), or other marketing or licensing application for the product; and (c) the first sale following product approval. “Approval” refers to Product approval, licensure, or other marketing authorization by the U.S. Food and Drug Administration, or any successor agency. The amendments also provided for the Company’s license of additional technology, to the extent not previously included in the UM License and granted the Company an exclusive option to obtain an exclusive license for (a) the HLHS investigational new drug application (“IND”) with ckit+ cells; and (b) UMP-438 titled “Method of Determining Responsiveness to Cell Therapy in Dilated Cardiomyopathy.” The Company has the right to terminate the UM License upon 60 days’ prior written notice, and either party has the right to terminate upon a breach of the UM License. To date, the Company has made payments totaling $190,000 to UM, and as of June 30, 2023 and December 31, 2022, we had accrued $40,000 and $50,000 in milestone fees payable to UM, respectively and $70,000 for patent related reimbursements based on the estimated progress to date. CD271 On December 22, 2016, the Company entered into an exclusive license agreement with an affiliated entity of Dr. Joshua Hare, JMH MD Holdings, LLC (“JMHMD”), for the use of CD271 cellular therapy technology. The Company recorded the value of the cash consideration and membership units issued to obtain this license agreement as an intangible asset. The Company is required to pay as royalty, 1% of the annual net sales of the licensed product(s) used, leased, or sold by or for licensee or its sub-licensees. If the Company sublicenses the technology, it is also required to pay an amount equal to 10% of the net sales of the sub-licensees. In addition, on December 23, 2016, as required by the license agreement, the Company paid an initial fee of $250,000 to JMHMD, and issued to it 10,000 Series C Units, valued at $250,000. The $0.5 million of value provided to JMHMD for the license agreement, along with professional fees of approximately $27,000, were recorded as an intangible asset that is amortized over the life of the license agreement which was defined as 20 years. Further, expenses related to the furtherance of the CD271 technology is being capitalized and amortized as incurred over 20 years. There were no license fees due during the six months ended June 30, 2023 or year ended December 31, 2022 pertaining to this agreement. Other Royalty Under the grant award agreement with the Alzheimer’s Association, the Company may be required to make revenue sharing or distribution of revenue payments for products or inventions generated or resulting from this clinical trial program. The potential payments, although not currently defined, could result in a maximum payment of five times (5x) the award amount. Contingencies – Legal On September 13, 2021, the Company and certain of its directors and officers were named as defendants in a securities lawsuit filed in the U.S. District Court for the Southern District of Florida and brought on behalf of a purported class. The suit alleges there were materially false and misleading statements made (or omissions of required information) in the Company’s initial public offering materials and in other disclosures during the period from our initial public offering on February 12, 2021, through August 12, 2021, in violation of the federal securities laws. The action sought damages on behalf of a proposed class of purchasers of the Company’s Common Stock during said period. On July 12, 2022, all parties preliminarily agreed to settle the action for approximately $1.4 million, which settlement was preliminarily approved by the Court on or about May 12, 2023, and which settlement amount was paid on May 24, 2023. Legal expenses incurred in ordinary business activities are reported within general and administrative expenses. |
Employee Benefits Plan
Employee Benefits Plan | 6 Months Ended |
Jun. 30, 2023 | |
Employee Benefits Plan [Abstract] | |
Employee Benefits Plan | 10. Employee Benefits Plan The Company sponsors a defined contribution employee benefit plan (the “Plan”) under the provisions of Section 401(k) of the Internal Revenue Code. The Plan covers substantially all full-time employees of the Company who have completed one year of service. Contributions to the Plan by the Company are at the discretion of the Board of Directors. The Company contributed approximately $0.1 million to the Plan during both of the six months ended June 30, 2023 and 2022, and less than $0.1 million for both of the three months ended June 30, 2023 and 2022. |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Loss Per Share [Abstract] | |
Loss Per Share | 11. Loss Per Share Basic and diluted net loss per share have been computed using the weighted-average number of shares of common stock outstanding during the period. We have outstanding stock-based awards that are not used in the calculation of diluted net loss per share because to do so would be anti-dilutive. The following instruments (in thousands) were excluded from the calculation of diluted net loss per share because their effects would be antidilutive: Six months ended 2023 2022 RSUs 98 302 PSUs 125 - Stock options 401 416 Warrants 1,271 1,271 Total 1,895 1,989 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation: The financial statements of the Company were prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year. These reclassifications had no impact on net loss, stockholders’ equity or cash flows as previously reported. |
Use of estimates | Use of estimates: The presentation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Accounting Standard Updates | Accounting Standard Updates A variety of proposed or otherwise potential accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, management has not yet determined the effect, if any, that the implementation of such proposed standards would have on the Company’s condensed financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. The standard requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, these standards now require allowances to be recorded instead of reducing the amortized cost of the investment. These standards limit the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. The adoption of the standard as of January 1, 2023 did not have a material impact on the Company’s condensed financial statements; however, the Company did record net unrealized gains and losses in the condensed statement of comprehensive loss for the three and six month periods ended June 30, 2023. |
Cash and cash equivalents | Cash and cash equivalents: The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. |
Marketable securities | Marketable securities: Marketable securities at June 30, 2023 and December 31, 2022 consisted of marketable fixed income securities, primarily corporate bonds, as well as U.S. Government and agency obligations which are categorized as trading securities and are thus marked to market and stated at fair value in accordance with ASC 820 Fair Value Measurement |
Accounts and grants receivable | Accounts and grants receivable: Accounts and grants receivable include amounts due from customers, granting institutions and others. The amounts as of June 30, 2023 and December 31, 2022 are certain to be collected, and no amount has been recognized for doubtful accounts. In addition, for the Clinical trial revenue, most participants pay in advance of treatment. Advanced grant funds and prepayments for the Clinical trial revenue are recorded to deferred revenue. Accounts and grants receivable by source, as of (in thousands): June 30, December 31, National Institutes of Health – Grant $ 96 $ 218 Total $ 96 $ 218 |
Deferred offering costs | Deferred offering costs: The Company recorded certain legal, professional and other third-party fees that were directly associated with in-process equity financings as deferred offering costs until the applicable equity financing was consummated. After consummation of an equity financing, these costs are recorded in stockholders’ equity as a reduction of proceeds generated as a result of the offering. |
Property and equipment | Property and equipment: Property and equipment, including improvements that extend useful lives of related assets, are recorded at cost, while maintenance and repairs are charged to operations as incurred. Depreciation is calculated using the straight-line method based on the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the original term of the lease. Depreciation expense is recorded in the research and development line of the condensed statements of operations as the assets are primarily related to the Company’s clinical programs. |
Intangible assets | Intangible assets: Intangible assets include payments on license agreements with the Company’s co-founder and chief scientific officer (“CSO”) and the University of Miami (“UM”) (see Note 9) and legal costs incurred related to patents and trademarks. License agreements have been recorded at the value of cash consideration, common stock and membership units transferred to the respective parties when acquired. Payments for license agreements are amortized using the straight-line method over the estimated term of the agreements, which range from 5-20 years. Patents are amortized over their estimated useful life, once issued. The Company considers trademarks to have an indefinite useful life and evaluates them for impairment on an annual basis. Amortization expense is recorded in the research and development line of the condensed statements of operations as the assets are primarily related to the Company’s clinical programs. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets: The Company evaluates long-lived assets for impairment, including property and equipment and intangible assets, when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Upon the occurrence of a triggering event, the asset is reviewed to assess whether the estimated undiscounted cash flows expected from the use of the asset plus the residual value from the ultimate disposal exceeds the carrying value of the asset. If the carrying value exceeds the estimated recoverable amounts, the asset is written down to the estimated fair value. Any resulting impairment loss is reflected on the condensed statements of operations. Upon evaluation, management determined that there was no impairment of long-lived assets during the three and six months ended June 30, 2023 and 2022. |
Revenue | Deferred revenue: The unearned portion of advanced grant funds and prepayments for clinical trial revenue, which will be recognized as revenue when the Company meets the respective performance obligations, has been presented as deferred revenue in the accompanying condensed balance sheets. For the six months ended June 30, 2023 and 2022, the Company recognized less than $0.1 million and $0.1 million, respectively of funds that were previously classified as deferred revenue ($0 and $0.1 million, respectively for the three months ended June 30, 2023 and 2022). Revenue recognition: The Company recognizes revenue when performance obligations related to respective revenue streams are met. For grant revenue, the Company considers the performance obligation met when the grant related expenses are incurred or supplies and materials are received. The Company is paid in tranches pursuant to terms of the related grant agreements, and then applies payments based on regular expense reimbursement submissions to grantors. There are no remaining performance obligations or variable consideration once grant expense reporting to the grantor is complete. For clinical trial revenue, the Company considers the performance obligation met when the participant has received the treatment. The Company usually receives prepayment for these services or receives payment at the time the treatment is provided, and there are no remaining performance obligations or variable consideration once the participant receives the treatment. For contract manufacturing revenue, the Company considers the performance obligation met when the contractual obligation and/or statement of work has been satisfied. Payment terms may vary depending on specific contract terms. There are no significant judgments affecting the determination of the amount and timing of revenue recognition. Revenue by source (in thousands): Three months ended Six months ended 2023 2022 2023 2022 National Institute of Health - grant $ - $ 41 $ 41 $ 82 Clinical trial revenue 217 340 455 650 MSCRF – TEDCO 1 - 85 - 104 Total $ 217 $ 466 $ 496 $ 836 1 Maryland Stem Cell Research Fund (MSCRF) - Maryland Technology Development Corporation (TEDCO) The Company records cost of revenues based on expenses directly related to revenue. For Grants, the Company records allocated expenses for Research and development costs to a grant as a cost of revenues. For the Clinical trial revenue, directly related expenses for that program are expensed as incurred. These expenses are similar to those described under “Research and development expense” below. |
Research and development expense | Research and development expense: Research and development costs are charged to expense when incurred in accordance with ASC 730 Research and Development |
Concentrations of credit risk | Concentrations of credit risk: Financial instruments which potentially subject the Company to credit risk consist principally of cash and cash equivalents, short-term investments and accounts and grants receivable. Cash and cash equivalents are held in U.S. financial institutions. At times, the Company may maintain balances in excess of the federally insured amounts. |
Income taxes | Income taxes: Prior to its Corporate Conversion, the Company was treated as a partnership for U.S. federal and state income tax purposes. Consequently, the Company passed its earnings and losses through to its members based on the terms of the Company’s Operating Agreement. Accordingly, no provision for income taxes is recorded in the financial statements for periods prior to the conversion. Following the Corporate Conversion, the Company’s tax provision consists of taxes currently payable or receivable, plus any change during the period in deferred tax assets and liabilities. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. The Company’s tax provision was $0 for the three and six months ended June 30, 2023 and 2022 due to net operating losses. The Company has not recorded any tax benefit for the net operating losses incurred due to the uncertainty of realizing a benefit in the future. The Company recognizes the tax benefits from uncertain tax positions that the Company has taken or expects to take on a tax return. In the unlikely event an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by a taxing authority. Reserves for uncertain tax positions would then be recorded if the Company determined it is probable that either a position would not be sustained upon examination or a payment would have to be made to a taxing authority and the amount was reasonably estimable. As of June 30, 2023 and December 31, 2022, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to a taxing authority. It is the Company’s policy to expense any interest and penalties associated with its tax obligations when they are probable and estimable. |
Equity-based compensation | Equity-based compensation: The Company accounts for equity-based compensation expense by the measurement and recognition of compensation expense for stock-based awards based on estimated fair values on the date of grant. The fair value of the stock options is estimated at the date of the grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of highly subjective assumptions, the most significant of which are the expected share price volatility, the expected life of the option award, the risk-free rate of return, and dividends during the expected term. Because the option-pricing model is sensitive to changes in the input assumptions, different determinations of the required inputs may result in different fair value estimates of the options. Neither the Company’s stock options nor its restricted stock units (“RSUs”) trade on an active market. Volatility is a measure of the amount by which a financial variable, such as a stock price, has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. Given the Company’s limited historical data, the Company utilizes the average historical volatility of similar publicly traded companies that are in the same industry. The risk-free interest rate is the average U.S. treasury rate (having a term that most closely approximates the expected life of the option) for the period in which the option was granted. The expected life is the period of time that the options granted are expected to remain outstanding. Options granted have a maximum term of ten years. The Company has insufficient historical data to utilize in determining its expected life assumptions and, therefore, uses the simplified method for determining expected life. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Accounts and Grants Receivable | Accounts and grants receivable by source, as of (in thousands): June 30, December 31, National Institutes of Health – Grant $ 96 $ 218 Total $ 96 $ 218 |
Schedule of Revenue | Revenue by source (in thousands): Three months ended Six months ended 2023 2022 2023 2022 National Institute of Health - grant $ - $ 41 $ 41 $ 82 Clinical trial revenue 217 340 455 650 MSCRF – TEDCO 1 - 85 - 104 Total $ 217 $ 466 $ 496 $ 836 1 Maryland Stem Cell Research Fund (MSCRF) - Maryland Technology Development Corporation (TEDCO) |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Marketable Securities [Abstract] | |
Schedule of Marketable Securities | The following is summary of marketable securities that the Company measures at fair value (in thousands): Fair Value at June 30, 2023 Level 1 Level 2 Level 3 Total U.S. Treasury obligations $ 99 $ - $ - $ 99 U.S. government agencies - 1,284 - 1,284 Corporate and foreign bonds - 4,527 - 4,527 Money market funds (1) 1,027 - - 1,027 Accrued income 42 - - 42 Total marketable securities $ 1,168 $ 5,811 $ - $ 6,979 (1) Money market funds are included in cash and cash equivalents in the condensed balance sheet. Fair Value at December 31, 2022 Level 1 Level 2 Level 3 Total U.S. Treasury obligations $ 97 $ - $ - $ 97 U.S. government agencies - 1,250 - 1,250 Corporate and foreign bonds - 7,808 - 7,808 Money market funds (1) 607 - - 607 Accrued income 65 - - 65 Total marketable securities $ 769 $ 9,058 $ - $ 9,827 (1) Money market funds are included in cash and cash equivalents in the condensed balance sheet. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property and Equipment, Net [Abstract] | |
Schedule of Major Components of Property and Equipment | Major components of property and equipment are as follows (in thousands): Useful Lives June 30, December 31, Leasehold improvements 10 years $ 4,328 $ 4,328 Furniture/Lab equipment 7 years 2,366 2,264 Computer equipment 5 years 77 46 Software/Website 3 years 38 38 Total property and equipment 6,809 6,676 Less accumulated depreciation and amortization 4,092 3,727 Property and equipment, net $ 2,717 $ 2,949 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets, Net [Abstract] | |
Schedule of Major Components of Intangible Assets | Major components of intangible assets as of June 30, 2023 are as follows (in thousands): Useful Lives Cost Accumulated Total License agreements 20 years $ 2,043 $ (797 ) $ 1,246 Patent Costs 1,046 - 1,046 Trademark costs 190 - 190 Total $ 3,279 $ (797 ) $ 2,482 Useful Lives Cost Accumulated Total License agreements 20 years $ 2,043 $ (685 ) $ 1,358 Patent Costs 887 - 887 Trademark costs 164 - 164 Total $ 3,094 $ (685 ) $ 2,409 |
Schedule of Future Amortization Expense for Intangible Assets | Future amortization expense for intangible assets as of June 30, 2023 is approximately as follows (in thousands): Year Ending December 31, Amount 2023 (remaining six months) $ 112 2024 224 2025 224 2026 224 2027 224 Thereafter 238 Total $ 1,246 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Future Minimum Payments Under the Operating Leases | Future minimum payments under the operating leases as of June 30, 2023 are as follows (in thousands): Year Ending December 31, Amount 2023 (remaining six months) $ 341 2024 682 2025 682 2026 682 2027 169 Total 2,556 Less: Interest 230 Present value of operating lease liability $ 2,326 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity Incentive Plan [Abstract] | |
Schedule of RSU Activity | RSU activity for the six months ended June 30, 2023 was as follows: Number of Outstanding (unvested) at December 31, 2022 329,746 RSU granted 60,000 RSUs vested (182,223 ) RSU expired/forfeited (109,769 ) Outstanding (unvested) at June 30, 2023 97,754 |
Schedule of Issued and Outstanding Options | For the six months ended June 30, 2023: Number of Stock options vested (based on ratable vesting) 183,527 Stock options unvested 218,154 Total stock options outstanding at June 30, 2023 401,681 Number of Stock options vested (based on ratable vesting) 151,258 Stock options unvested 318,933 Total stock options outstanding at December 31, 2022 470,191 |
Schedule of Stock Option Activity | Stock Option activity for the six months ended June 30, 2023 was as follows: Number of Weighted Outstanding at December 31, 2022 470,191 $ 7.07 Options granted 50,000 $ 3.62 Options exercised - - Options expired/forfeited (118,510 ) $ 9.01 Outstanding at June 30, 2023 401,681 $ 6.07 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Loss Per Share [Abstract] | |
Schedule of Calculation of Diluted Net Loss Per Share | The following instruments (in thousands) were excluded from the calculation of diluted net loss per share because their effects would be antidilutive: Six months ended 2023 2022 RSUs 98 302 PSUs 125 - Stock options 401 416 Warrants 1,271 1,271 Total 1,895 1,989 |
Nature of Business, Basis of _2
Nature of Business, Basis of Presentation, and Liquidity (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |
Jun. 27, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Nature of Business, Basis of Presentation, and Liquidity (Details) [Line Items] | |||
Incurred recurring loss | $ 10.3 | $ 9.1 | |
Accumulated deficit | 73.1 | ||
Cash and cash equivalents | 2.7 | ||
Marketable securities | 5.9 | ||
Offering amount | $ 30 | ||
Class A Common Stock [Member] | Over-Allotment Option [Member] | |||
Nature of Business, Basis of Presentation, and Liquidity (Details) [Line Items] | |||
Received amount | 16 | ||
Recognized revenue amount | $ 11.5 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Net unrealized losses | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 |
Deferred revenue | 100,000 | 100,000 | 100,000 | 100,000 |
Revenue | 100,000 | |||
Tax provision | $ 0 | $ 0 | $ 0 | $ 0 |
Options granted maximum term | 10 years | |||
Minimum [Member] | Finite-Lived Intangible Assets [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
intangible assets estimated useful life | 5 years | 5 years | ||
Maximum [Member] | Finite-Lived Intangible Assets [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
intangible assets estimated useful life | 20 years | 20 years | ||
Clinical trial revenue [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Revenue | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Accounts and Grants Receivable - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts and grants receivable | $ 96 | $ 218 |
National Institutes of Health – Grant [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts and grants receivable | $ 96 | $ 218 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Revenue - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | $ 217 | $ 466 | $ 496 | $ 836 | |
National Institute of Health - grant [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | 41 | 41 | 82 | ||
Clinical trial revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | 217 | 340 | 455 | 650 | |
MSCRF – TEDCO - grant [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | [1] | $ 85 | $ 104 | ||
[1]Maryland Stem Cell Research Fund (MSCRF) - Maryland Technology Development Corporation (TEDCO) |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Marketable Securities [Abstract] | ||
Accrued interest receivable amount | $ 0.1 | $ 0.1 |
Marketable Securities (Detail_2
Marketable Securities (Details) - Schedule of Marketable Securities - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | ||
Marketable Securities (Details) - Schedule of Marketable Securities [Line Items] | |||
U.S. Treasury obligations | $ 99 | $ 97 | |
U.S. government agencies | 1,284 | 1,250 | |
Corporate and foreign bonds | 4,527 | 7,808 | |
Money market funds | [1] | 1,027 | 607 |
Accrued income | 42 | 65 | |
Total marketable securities | 6,979 | 9,827 | |
Level 1 [Member] | |||
Marketable Securities (Details) - Schedule of Marketable Securities [Line Items] | |||
U.S. Treasury obligations | 99 | 97 | |
U.S. government agencies | |||
Corporate and foreign bonds | |||
Money market funds | [1] | 1,027 | 607 |
Accrued income | 42 | 65 | |
Total marketable securities | 1,168 | 769 | |
Level 2 [Member] | |||
Marketable Securities (Details) - Schedule of Marketable Securities [Line Items] | |||
U.S. Treasury obligations | |||
U.S. government agencies | 1,284 | 1,250 | |
Corporate and foreign bonds | 4,527 | 7,808 | |
Money market funds | [1] | ||
Accrued income | |||
Total marketable securities | 5,811 | 9,058 | |
Level 3 [Member] | |||
Marketable Securities (Details) - Schedule of Marketable Securities [Line Items] | |||
U.S. Treasury obligations | |||
U.S. government agencies | |||
Corporate and foreign bonds | |||
Money market funds | [1] | ||
Accrued income | |||
Total marketable securities | |||
[1]Money market funds are included in cash and cash equivalents in the condensed balance sheet. |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property and Equipment, Net [Abstract] | ||||
Depreciation and amortization expense | $ 0.2 | $ 0.2 | $ 0.4 | $ 0.3 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Major Components of Property and Equipment - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 6,809 | $ 6,676 |
Less accumulated depreciation and amortization | 4,092 | 3,727 |
Property and equipment, net | $ 2,717 | 2,949 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Lives | 10 years | |
Total property and equipment | $ 4,328 | 4,328 |
Furniture/Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Lives | 7 years | |
Total property and equipment | $ 2,366 | 2,264 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Lives | 5 years | |
Total property and equipment | $ 77 | 46 |
Software/Website [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Lives | 3 years | |
Total property and equipment | $ 38 | $ 38 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Intangible Assets, Net [Abstract] | ||||
Amortization expense related to intangible assets | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of Major Components of Intangible Assets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Intangible Assets, Net (Details) - Schedule of Major Components of Intangible Assets [Line Items] | ||
Cost | $ 3,279 | $ 3,094 |
Accumulated Amortization | (797) | (685) |
Total | 2,482 | 2,409 |
License agreements [Member] | ||
Intangible Assets, Net (Details) - Schedule of Major Components of Intangible Assets [Line Items] | ||
Cost | 2,043 | 2,043 |
Accumulated Amortization | (797) | (685) |
Total | $ 1,246 | $ 1,358 |
License agreements [Member] | Minimum [Member] | ||
Intangible Assets, Net (Details) - Schedule of Major Components of Intangible Assets [Line Items] | ||
Useful Lives | 20 years | 20 years |
Trademark costs [Member] | ||
Intangible Assets, Net (Details) - Schedule of Major Components of Intangible Assets [Line Items] | ||
Cost | $ 190 | $ 164 |
Accumulated Amortization | ||
Total | 190 | 164 |
Patent Costs [Member] | ||
Intangible Assets, Net (Details) - Schedule of Major Components of Intangible Assets [Line Items] | ||
Cost | 1,046 | 887 |
Accumulated Amortization | ||
Total | $ 1,046 | $ 887 |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details) - Schedule of Future Amortization Expense for Intangible Assets $ in Thousands | Jun. 30, 2023 USD ($) |
Schedule of Future Amortization Expense for Intangible Assets [Abstract] | |
2023 (remaining six months) | $ 112 |
2024 | 224 |
2025 | 224 |
2026 | 224 |
2027 | 224 |
Thereafter | 238 |
Total | $ 1,246 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | |||||
Operating lease asset | $ 1.4 | $ 1.4 | $ 1.5 | ||
Operating lease liability | 2.3 | $ 2.6 | |||
Lease costs | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.1 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Future Minimum Payments Under the Operating Leases $ in Thousands | Jun. 30, 2023 USD ($) |
Schedule of Future Minimum Payments Under the Operating Leases [Abstract] | |
2023 (remaining six months) | $ 341 |
2024 | 682 |
2025 | 682 |
2026 | 682 |
2027 | 169 |
Total | 2,556 |
Less: Interest | 230 |
Present value of operating lease liability | $ 2,326 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||
Apr. 19, 2023 | Apr. 18, 2023 | Apr. 03, 2023 | Mar. 01, 2023 | Jan. 03, 2023 | Nov. 16, 2022 | Oct. 03, 2022 | Sep. 06, 2022 | Jul. 01, 2022 | Jun. 22, 2022 | Jun. 03, 2022 | Apr. 04, 2022 | Apr. 01, 2022 | Mar. 14, 2022 | Feb. 12, 2022 | Jan. 06, 2022 | Jan. 03, 2022 | Dec. 21, 2022 | Nov. 16, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||
Severance compensation (in Dollars) | $ 275,000 | $ 112,000 | ||||||||||||||||||||
RSUs | 6,690 | 40,000 | 9,570 | 18,005 | 3.75 | 18,002 | 29,614 | |||||||||||||||
Share price (in Dollars per share) | $ 2.61 | $ 5.94 | $ 8.73 | |||||||||||||||||||
Granted shares | 10,648 | 50,000 | 20,161 | 18,001 | 10,000 | 20,158 | 27,854 | 26,666 | 1,167 | 22,000 | 8,750 | 84,825 | 35,246 | 22,843 | ||||||||
Closing price per share (in Dollars per share) | $ 2.61 | $ 3.37 | ||||||||||||||||||||
Tax liability (in Dollars) | $ 7,000 | $ 2,000 | ||||||||||||||||||||
Employee and employer taxes paid (in Dollars) | $ 2,514 | $ 4,431 | $ 28,000 | 57,000 | ||||||||||||||||||
Vested RSU | 12,500 | |||||||||||||||||||||
Closing price tax liability (in Dollars per share) | $ 2.61 | |||||||||||||||||||||
Compensation amount (in Dollars) | 15,000 | $ 170,000 | ||||||||||||||||||||
Directors vested description | the Company recorded a tax liability of $16,000 for the employees and a corresponding tax liability for the Company of $2,000. In total, the Company paid $18,000 for employee and employer taxes that resulted from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 4,204 shares of Class A Common Stock owned by the Company’s employees upon vesting. | Based on the closing price of $12.85 on April 3, 2022, the Company recorded a tax liability of $5,000 for the employee and a corresponding tax liability for the Company of $1,000. In total, the Company paid $6,000 for employee and employer taxes that resulted from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 357 shares of Class A Common Stock shares owned by the Chief Medical Officer upon vesting. | the Company recorded a tax liability of $105,000 for the employees and a corresponding tax liability for the Company of $14,000. In total, the Company paid $119,000 for employee and employer taxes that resulted from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 6,222 shares of Class A Common Stock owned by the Company’s employees upon vesting. | the Company recorded a tax liability of $92,000 for the employees and a corresponding tax liability for the Company of $14,000. In total, the Company paid $106,000 for employee and employer taxes that resulted from the vesting of RSUs. In order to cover the employee tax liability, the Company withheld 10,627 shares of Class A Common Stock owned by the Company’s employees upon vesting. | ||||||||||||||||||
Tax liability (in Dollars) | 2,000 | |||||||||||||||||||||
Employee and employer tax paid (in Dollars) | $ 106,000 | |||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Period Increase (Decrease), Weighted Average Exercise Price (in Dollars per share) | $ 6.07 | $ 7.07 | ||||||||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 17.5 | |||||||||||||||||||||
Fair value of warrants (in Dollars) | $ 500,000 | |||||||||||||||||||||
Underwriters shares | 95,760 | |||||||||||||||||||||
Warrants expire term | 5 years | |||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||
Employee tax liability (in Dollars) | $ 10,000 | |||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||
Employee tax liability (in Dollars) | 2,000 | |||||||||||||||||||||
Liability [Member] | ||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||
Tax liability (in Dollars) | 2,000 | $ 55,000 | ||||||||||||||||||||
Employee and employer taxes paid (in Dollars) | 12,000 | |||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||
Granted shares | 20,157 | |||||||||||||||||||||
Tax liability (in Dollars) | 26,000 | |||||||||||||||||||||
Public offering price per share (in Dollars per share) | $ 35,546 | |||||||||||||||||||||
Gross proceeds (in Dollars) | $ 35,546 | |||||||||||||||||||||
Warrants to purchase shares | 106,400 | |||||||||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||
Granted shares | 5,000 | |||||||||||||||||||||
Employee and employer taxes paid (in Dollars) | 3,819 | 2,000 | $ 4,726 | |||||||||||||||||||
Common stock shares | 6,254 | |||||||||||||||||||||
Vesting shares | 10,627 | |||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Period Increase (Decrease), Weighted Average Exercise Price (in Dollars per share) | $ 5.73 | |||||||||||||||||||||
Stock options proceeds amount (in Dollars) | $ 2,143 | |||||||||||||||||||||
Conversion of outstanding shares | 16,755 | 16,755 | ||||||||||||||||||||
Shares issued | 110,387 | 811,749 | ||||||||||||||||||||
Warrants exercised | 51,061 | |||||||||||||||||||||
Exercise price, per share (in Dollars per share) | $ 17.5 | $ 12 | ||||||||||||||||||||
Exercise warrants amount (in Dollars) | $ 612,732 | |||||||||||||||||||||
Warrants issued to investors | 1,169,288 | |||||||||||||||||||||
Purchase shares | 46,722 | |||||||||||||||||||||
Class A Common Stock [Member] | Warrants [Member] | ||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 12 | |||||||||||||||||||||
Series C Units [Member] | ||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||
Additional shares issued | 48,140 | |||||||||||||||||||||
Series C Units [Member] | Consulting Agreements [Member] | ||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||
Aggregate value (in Dollars) | $ 207,000 | |||||||||||||||||||||
Series A and B [Member] | ||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||
Conversion of outstanding shares | 2,000,000 | |||||||||||||||||||||
Class B Common Stock | ||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||
Conversion of outstanding shares | 15,702,834 | |||||||||||||||||||||
Shares issued | 811,749 | |||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||
Granted shares | 2,500 | |||||||||||||||||||||
RSU [Member] | ||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||
Employee and employer taxes paid (in Dollars) | $ 9,000 | $ 17,000 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||
Jun. 09, 2023 | Apr. 03, 2023 | Mar. 01, 2023 | Jan. 03, 2023 | Oct. 03, 2022 | Sep. 06, 2022 | Jul. 01, 2022 | Jun. 22, 2022 | Jun. 03, 2022 | Apr. 04, 2022 | Mar. 14, 2022 | Feb. 12, 2022 | Jan. 06, 2022 | Jan. 03, 2022 | Dec. 21, 2022 | Nov. 16, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Equity Incentive Plan (Details) [Line Items] | |||||||||||||||||||||
RSUs convertible shares | 401,681 | 401,681 | 470,191 | ||||||||||||||||||
Time-based vesting stock option shares | 50,000 | ||||||||||||||||||||
Performance share | 125,000 | ||||||||||||||||||||
Aggregate value (in Dollars) | $ 207,000 | ||||||||||||||||||||
Forfeited unvested RSUs shares | 13,334 | ||||||||||||||||||||
Annual base salary (in Dollars) | $ 350,000 | ||||||||||||||||||||
Performance bonus percentage | 30% | ||||||||||||||||||||
Bonus amount (in Dollars) | $ 60,000 | ||||||||||||||||||||
Bonus percentage | 50% | ||||||||||||||||||||
Stock option award exercisable | 50,000 | ||||||||||||||||||||
Vesting period | 25% | 25% | 25% | 25% | 25% | 25% | |||||||||||||||
Price per share (in Dollars per share) | $ 3.23 | $ 11.34 | |||||||||||||||||||
Total cost (in Dollars) | $ 200,000 | $ 600,000 | |||||||||||||||||||
RSUs outstanding | 97,754 | 97,754 | 329,746 | ||||||||||||||||||
Outstanding common stock shares | 5% | ||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||
Expected life | 10 years | ||||||||||||||||||||
Volatility | 95% | ||||||||||||||||||||
Purchase share | 401,681 | 470,191 | |||||||||||||||||||
Weighted average exercise price (in Dollars per share) | $ 6.07 | $ 7.07 | |||||||||||||||||||
Granted awards | 10,648 | 50,000 | 20,161 | 18,001 | 10,000 | 20,158 | 27,854 | 26,666 | 1,167 | 22,000 | 8,750 | 84,825 | 35,246 | 22,843 | |||||||
Exercise price (in Dollars per share) | $ 3.62 | ||||||||||||||||||||
Directors total (in Dollars) | $ 45,000 | ||||||||||||||||||||
Exercise price (in Dollars per share) | $ 4.67 | $ 5.94 | $ 10 | $ 3 | $ 4.3 | ||||||||||||||||
Calculation price (in Dollars per share) | $ 4.15 | $ 5.23 | $ 8.78 | $ 2.67 | $ 2.94 | ||||||||||||||||
Total cost (in Dollars) | $ 100,000 | $ 100,000 | $ 700,000 | $ 135,000 | $ 100,000 | ||||||||||||||||
Expensed ratably over | 48 months | 48 months | |||||||||||||||||||
Equity-based compensation expense (in Dollars) | $ 700,000 | $ 900,000 | $ 1,100,000 | $ 1,400,000 | |||||||||||||||||
Unrecognized equity based compensation (in Dollars) | $ 1,700,000 | ||||||||||||||||||||
RSUs and stock options, term | 3 years 6 months | ||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Equity Incentive Plan (Details) [Line Items] | |||||||||||||||||||||
Risk-free interest rate | 1.23% | ||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Equity Incentive Plan (Details) [Line Items] | |||||||||||||||||||||
Risk-free interest rate | 4.01% | ||||||||||||||||||||
Class A Common Stock | |||||||||||||||||||||
Equity Incentive Plan (Details) [Line Items] | |||||||||||||||||||||
RSUs convertible shares | 48,140 | ||||||||||||||||||||
Weighted average exercise price (in Dollars per share) | $ 5.73 | ||||||||||||||||||||
Granted awards | 5,000 | ||||||||||||||||||||
Second, third and fourth anniversaries [Member] | |||||||||||||||||||||
Equity Incentive Plan (Details) [Line Items] | |||||||||||||||||||||
Vesting period | 25% | ||||||||||||||||||||
Mr. Green [Member] | |||||||||||||||||||||
Equity Incentive Plan (Details) [Line Items] | |||||||||||||||||||||
RSUs convertible shares | 27,854 | ||||||||||||||||||||
Granted amount (in Dollars) | $ 170,000 | ||||||||||||||||||||
Fair market value prior grant (in Dollars per share) | $ 6.1 | ||||||||||||||||||||
Mr. Clavijo [Member] | |||||||||||||||||||||
Equity Incentive Plan (Details) [Line Items] | |||||||||||||||||||||
RSUs convertible shares | 40,000 | ||||||||||||||||||||
Fair market value prior grant (in Dollars per share) | $ 8.73 | ||||||||||||||||||||
Mr. Bailey [Member] | |||||||||||||||||||||
Equity Incentive Plan (Details) [Line Items] | |||||||||||||||||||||
RSUs convertible shares | 9,375 | ||||||||||||||||||||
Quarterly basis rate (in Dollars) | $ 0.1 | ||||||||||||||||||||
Price per share (in Dollars per share) | $ 12.85 | ||||||||||||||||||||
Mr. Lehr [Member] | Class A Common Stock | |||||||||||||||||||||
Equity Incentive Plan (Details) [Line Items] | |||||||||||||||||||||
Granted awards | 5,000 | ||||||||||||||||||||
Exercise price (in Dollars per share) | $ 8.73 | ||||||||||||||||||||
Calculation price (in Dollars per share) | $ 7.73 | ||||||||||||||||||||
Total cost (in Dollars) | $ 100,000 | ||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||
Equity Incentive Plan (Details) [Line Items] | |||||||||||||||||||||
RSUs convertible shares | 50,000 | ||||||||||||||||||||
Bonus percentage | 50% | ||||||||||||||||||||
Stock option award exercisable | 150,000 |
Equity Incentive Plan (Detail_2
Equity Incentive Plan (Details) - Schedule of RSU Activity | 6 Months Ended |
Jun. 30, 2023 shares | |
Schedule of Rsu Activity [Abstract] | |
Outstanding (unvested) at December 31, 2022 | 329,746 |
RSU granted | 60,000 |
RSUs vested | (182,223) |
RSU expired/forfeited | (109,769) |
Outstanding (unvested) at June 30, 2023 | 97,754 |
Equity Incentive Plan (Detail_3
Equity Incentive Plan (Details) - Schedule of Issued and Outstanding Options - shares | Jun. 30, 2023 | Dec. 31, 2022 |
Equity Incentive Plan (Details) - Schedule of Issued and Outstanding Options [Line Items] | ||
Total stock options outstanding | 401,681 | 470,191 |
Stock options vested [Member] | ||
Equity Incentive Plan (Details) - Schedule of Issued and Outstanding Options [Line Items] | ||
Total stock options outstanding | 183,527 | 151,258 |
Stock options unvested [Member] | ||
Equity Incentive Plan (Details) - Schedule of Issued and Outstanding Options [Line Items] | ||
Total stock options outstanding | 218,154 | 318,933 |
Equity Incentive Plan (Detail_4
Equity Incentive Plan (Details) - Schedule of Stock Option Activity - Stock Option Activity [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Equity Incentive Plan (Details) - Schedule of Stock Option Activity [Line Items] | |
Number of Stock Options Outstanding beginning | shares | 470,191 |
Weighted Average Exercise Price Outstanding beginning | $ / shares | $ 7.07 |
Number of Stock Options Options granted | shares | 50,000 |
Weighted Average Exercise Price Options granted | $ / shares | $ 3.62 |
Number of Stock Option Options exercised | shares | |
Weighted Average Exercise Price Options exercised | $ / shares | |
Number of Stock Option Options expired/forfeited | shares | (118,510) |
Weighted Average Exercise Price Options expired/forfeited | $ / shares | $ 9.01 |
Number of Stock Options Outstanding ending | shares | 401,681 |
Weighted Average Exercise Price Outstanding ending | $ / shares | $ 6.07 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 24 Months Ended | |||||
Nov. 20, 2014 | Nov. 16, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Jul. 12, 2022 | Jan. 29, 2021 | Nov. 22, 2019 | Dec. 31, 2017 | |
Commitments and Contingencies (Details) [Line Items] | |||||||||
Expenditures amount | $ 3,400,000 | ||||||||
Payments term | 2 years | ||||||||
Issued RSUs shares (in Shares) | (182,223) | ||||||||
Aggregate value | $ 207,000 | ||||||||
Incentive units percentage | 50% | ||||||||
Aggregate of accrued technology services | $ 200,000 | $ 200,000 | |||||||
Owed amount | $ 0 | $ 100,000 | |||||||
License issue fees | $ 5,000 | ||||||||
Agreement term | 20 years | ||||||||
Additional cost | $ 100,000 | ||||||||
Defray patent costs | 500,000 | ||||||||
Payments totaling | 190,000 | $ 190,000 | |||||||
Accrued amount | 40,000 | $ 50,000 | |||||||
Reimbursements based amount | $ 70,000 | ||||||||
Agreement, description | The Company is required to pay as royalty, 1% of the annual net sales of the licensed product(s) used, leased, or sold by or for licensee or its sub-licensees. If the Company sublicenses the technology, it is also required to pay an amount equal to 10% of the net sales of the sub-licensees. In addition, on December 23, 2016, as required by the license agreement, the Company paid an initial fee of $250,000 to JMHMD, and issued to it 10,000 Series C Units, valued at $250,000. The $0.5 million of value provided to JMHMD for the license agreement, along with professional fees of approximately $27,000, were recorded as an intangible asset that is amortized over the life of the license agreement which was defined as 20 years. Further, expenses related to the furtherance of the CD271 technology is being capitalized and amortized as incurred over 20 years. There were no license fees due during the six months ended June 30, 2023 or year ended December 31, 2022 pertaining to this agreement. | ||||||||
Settlement amount | $ 1,400,000 | ||||||||
Series C Units [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Shares issued (in Shares) | 410 | 820 | 1,901 | ||||||
Class A Common Stock [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Shares issued (in Shares) | 46,722 | ||||||||
Converted shares (in Shares) | 16,755 | 16,755 | |||||||
Unregistered share issued (in Shares) | 110,387 | 811,749 | |||||||
Consulting Services Agreement [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Company expense | $ 265,000 | ||||||||
Accrued balance | $ 100,000 | ||||||||
Master Services Agreements [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Issued RSUs shares (in Shares) | 48,140 |
Employee Benefits Plan (Details
Employee Benefits Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Employee Benefits Plan [Abstract] | ||||
Company contributed amount | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of Calculation of Diluted Net Loss Per Share - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,895 | 1,989 |
RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 98 | 302 |
PSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 125 | |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 401 | 416 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,271 | 1,271 |