Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 03, 2022 | |
Document and Entity Information | ||
Entity Central Index Key | 0001819576 | |
Entity Registrant Name | LIQUIDIA CORPORATION | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39724 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1710962 | |
Entity Address, Address Line One | 419 Davis Drive, Suite 100 | |
Entity Address, City or Town | Morrisville | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27560 | |
City Area Code | 919 | |
Local Phone Number | 328-4400 | |
Title of 12(b) Security | Common stock, $0.001 par value per share | |
Trading Symbol | LQDA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 64,344,476 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 57,794 | $ 57,494 |
Accounts receivable, net | 3,287 | 2,990 |
Prepaid expenses and other current assets | 874 | 792 |
Total current assets | 61,955 | 61,276 |
Property, plant and equipment, net | 4,614 | 5,017 |
Operating lease right-of-use assets, net | 2,342 | 2,412 |
Indemnification asset, related party | 6,420 | 6,282 |
Contract acquisition costs, net | 9,759 | 10,138 |
Intangible asset, net | 4,225 | 4,390 |
Goodwill | 3,903 | 3,903 |
Other assets | 307 | 311 |
Total assets | 93,525 | 93,729 |
Current liabilities: | ||
Accounts payable | 1,666 | 1,070 |
Accrued compensation | 845 | 3,157 |
Other accrued expenses | 4,327 | 2,014 |
Current portion of operating lease liabilities | 804 | 775 |
Current portion of finance lease liabilities | 334 | 311 |
Total current liabilities | 7,976 | 7,327 |
Litigation finance payable | 6,419 | 6,143 |
Long-term operating lease liabilities | 4,018 | 4,232 |
Long-term finance lease liabilities | 247 | 352 |
Long-term debt | 19,476 | 10,410 |
Total liabilities | 38,136 | 28,464 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock - 10,000,000 shares authorized, none outstanding | 0 | 0 |
Common stock - $0.001 par value, 80,000,000 shares authorized, 53,054,158 and 52,287,737 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 53 | 52 |
Additional paid-in capital | 380,860 | 374,794 |
Accumulated deficit | (325,524) | (309,581) |
Total stockholders' equity | 55,389 | 65,265 |
Total liabilities and stockholders' equity | $ 93,525 | $ 93,729 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Consolidated Balance Sheets | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 80,000,000 | 80,000,000 |
Common stock, shares issued (in shares) | 53,054,158 | 52,287,737 |
Common stock, shares outstanding (in shares) | 53,054,158 | 52,287,737 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Consolidated Statements of Operations and Comprehensive Loss | ||
Revenue | $ 3,492 | $ 3,084 |
Costs and expenses: | ||
Cost of revenue | 694 | 694 |
Research and development | 4,728 | 6,054 |
General and administrative | 12,542 | 5,337 |
Total costs and expenses | 17,964 | 12,085 |
Loss from operations | (14,472) | (9,001) |
Other income (expense): | ||
Interest income | 4 | 21 |
Interest expense | (478) | (150) |
Loss on extinguishment of debt | (997) | (53) |
Total other income (expense), net | (1,471) | (182) |
Net loss and comprehensive loss | $ (15,943) | $ (9,183) |
Net loss per common share, basic (in dollars per share) | $ (0.30) | $ (0.21) |
Net loss per common share, diluted (in dollars per share) | $ (0.30) | $ (0.21) |
Weighted average common shares outstanding, basic (in shares) | 52,465,283 | 43,443,361 |
Weighted average common shares outstanding, diluted (in shares) | 52,465,283 | 43,443,361 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 43 | $ 346,045 | $ (275,002) | $ 71,086 |
Balance (in shares) at Dec. 31, 2020 | 43,336,277 | |||
Issuance of common stock upon exercise of stock options | 0 | |||
Issuance of common stock upon exercise of stock options (in shares) | 281 | |||
Issuance of common stock upon vesting of restricted stock units | 0 | |||
Issuance of common stock upon vesting of restricted stock units (in shares) | 10,366 | |||
Issuance of warrant | 261 | 0 | 261 | |
Stock-based compensation | 745 | 0 | 745 | |
Net loss | (9,183) | (9,183) | ||
Balance at Mar. 31, 2021 | $ 43 | 347,051 | (284,185) | 62,909 |
Balance (in shares) at Mar. 31, 2021 | 43,346,924 | |||
Balance at Dec. 31, 2021 | $ 52 | 374,794 | (309,581) | 65,265 |
Balance (in shares) at Dec. 31, 2021 | 52,287,737 | |||
Issuance of common stock upon exercise of stock options | 593 | 0 | $ 593 | |
Issuance of common stock upon exercise of stock options (in shares) | 143,048 | 143,297 | ||
Issuance of common stock upon vesting of restricted stock units | 0 | |||
Issuance of common stock upon vesting of restricted stock units (in shares) | 1,690 | |||
Issuance of common stock under employee stock purchase plan | 28 | 0 | $ 28 | |
Issuance of common stock under employee stock purchase plan (in shares) | 5,017 | |||
Issuance of warrant | 1,317 | 0 | 1,317 | |
Equity consideration for acquisition | $ 1 | (1) | 0 | |
Equity consideration for acquisition (in shares) | 616,666 | |||
Stock-based compensation | 4,129 | 0 | 4,129 | |
Net loss | (15,943) | (15,943) | ||
Balance at Mar. 31, 2022 | $ 53 | $ 380,860 | $ (325,524) | $ 55,389 |
Balance (in shares) at Mar. 31, 2022 | 53,054,158 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities | ||
Net loss | $ (15,943) | $ (9,183) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 4,185 | 745 |
Depreciation and amortization | 947 | 1,609 |
Non-cash lease expense | 70 | 53 |
Loss on extinguishment of debt | 997 | 53 |
Non-cash interest (income) expense | (6) | 71 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (297) | (628) |
Prepaid expenses and other current assets | (82) | (62) |
Other non-current assets | 4 | 39 |
Accounts payable | 458 | (2,328) |
Accrued compensation | (2,368) | (1,772) |
Other accrued expenses | 2,438 | 944 |
Refund liability | 0 | (1,769) |
Operating lease liabilities | (185) | (158) |
Net cash used in operating activities | (9,782) | (12,386) |
Investing activities | ||
Purchases of property, plant and equipment | 0 | (52) |
Net cash provided by (used in) investing activities | 0 | (52) |
Financing activities | ||
Principal payments on finance leases | (82) | (226) |
Principal payments on long-term debt | (10,500) | (10,353) |
Proceeds from issuance of long-term debt with warrants, net | 19,767 | 10,410 |
Receipts from litigation financing | 276 | 927 |
Proceeds from issuance of common stock under stock incentive plans | 621 | 1 |
Net cash provided by financing activities | 10,082 | 759 |
Net increase (decrease) in cash and cash equivalents | 300 | (11,679) |
Cash and cash equivalents, beginning of period | 57,494 | 65,316 |
Cash and cash equivalents, end of period | 57,794 | 53,637 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 261 | 87 |
Cash paid for operating lease liabilities | 309 | 300 |
Reduction of lease liability and right-of-use asset from lease modification | 0 | 39 |
Non-cash increase in indemnification asset through accounts payable | $ 138 | $ 1,598 |
Business
Business | 3 Months Ended |
Mar. 31, 2022 | |
Business | |
Business | 1. Business Liquidia Corporation (“Liquidia” or the “Company”) is a biopharmaceutical company focused on the development, manufacturing, and commercialization of products that address unmet patient needs, with current focus directed towards the treatment of pulmonary hypertension (“PH”). Liquidia Corporation operates through its wholly owned operating subsidiaries, Liquidia Technologies, Inc. (“Liquidia Technologies”) and Liquidia PAH, LLC (“Liquidia PAH”), formerly known as RareGen, LLC (“RareGen”). The Company generates revenue primarily pursuant to a promotion agreement between Liquidia PAH and Sandoz Inc. (“Sandoz”), dated as of August 1, 2018, as amended (the “Promotion Agreement”), sharing profit derived from the sale of the first-to-file fully substitutable generic treprostinil injection (“Treprostinil Injection”) in the United States. Liquidia PAH has the exclusive rights to conduct commercial activities to encourage the appropriate use of Treprostinil Injection. The Company employs a targeted sales force calling on physicians and hospital pharmacies involved in the treatment of pulmonary arterial hypertension (PAH) in the United States, as well as key stakeholders involved in the distribution and reimbursement of Treprostinil Injection. Strategically, the Company believes that its commercial presence in the field will enable an efficient base to expand from for the launch of YUTREPIA upon final approval, leveraging existing relationships and further validating its reputation as a company committed to supporting PAH patients. The Company conducts research, development and manufacturing of novel products by applying its proprietary PRINT® technology, a particle engineering platform, to enable precise production of uniform drug particles designed to improve the safety, efficacy and performance of a wide range of therapies. The Company’s lead product candidate, for which it holds worldwide commercial rights, is YUTREPIA for the treatment of PAH. YUTREPIA is an inhaled dry powder formulation of treprostinil designed to improve the therapeutic profile of treprostinil by enhancing deep lung delivery and achieving higher dose levels than current inhaled therapies. The Company’s New Drug Application (NDA) for YUTREPIA was tentatively approved by the FDA in November 2021. The Company is subject to risks and uncertainties common to companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, the impact of the COVID-19 coronavirus, and the ability to secure additional capital to fund operations. The Company expects to incur significant expenses and operating losses for the foreseeable future as it seeks regulatory approval and pursues commercialization of any approved product candidates. In addition, if the Company obtains marketing approval for any of its current or future product candidates, it would incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution. These efforts require significant amounts of additional capital, adequate personnel and infrastructure, and extensive compliance-reporting capabilities. Even if the Company's development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. If the Company determines it requires but is unable to obtain funding, the Company could be required to delay, reduce, or eliminate research and development programs, product portfolio expansion, or future commercialization efforts, which could adversely affect its business prospects. In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) March 31, 2022. The Company expects to continue to generate operating losses for the foreseeable future and anticipates that cash and cash equivalents will be sufficient to fund operations and remain in compliance with financial covenants into 2024. Therefore, as of the issuance date of the condensed consolidated financial statements for the three months ended March 31, 2022, the Company expects that its cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months from the issuance date of these unaudited interim condensed consolidated financial statements . |
Basis of Presentation, Signific
Basis of Presentation, Significant Accounting Policies and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Basis of Presentation, Significant Accounting Policies and Fair Value Measurements | |
Basis of Presentation, Significant Accounting Policies and Fair Value Measurements | 2. Basis of Presentation, Significant Accounting Policies and Fair Value Measurements Basis of Presentation The unaudited interim condensed consolidated financial statements as of March 31, 2022 and for the three months ended March 31, 2022 and 2021 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial reporting. These condensed consolidated financial statements are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments and accruals) necessary for a fair statement of the results for the periods presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The year-end condensed consolidated balance sheet data was derived from the Company’s audited consolidated financial statements but does not include all disclosures required by GAAP. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been omitted in accordance with the SEC’s rules and regulations for interim reporting. Certain amounts have been reclassified from the prior year presentation to conform to current presentation. The Company’s financial position, results of operations and cash flows are presented in U.S. Dollars. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2021, which are included in the Company’s 2021 Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2022 compared with the significant accounting policies disclosed in Note 2 of the consolidated financial statements for the years ended December 31, 2021 and 2020, which are included in the Company’s 2021 Annual Report on Form 10-K. Consolidation The accompanying condensed consolidated financial statements include the Company’s wholly owned subsidiaries, Liquidia Technologies and Liquidia PAH. All intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. These estimates are based on historical experience and various other assumptions believed reasonable under the circumstances. The Company evaluates its estimates on an ongoing basis and makes changes to the estimates and related disclosures as experience develops or new information becomes known. Actual results will most likely differ from those estimates. Summary of Significant Accounting Policies Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents as of March 31, 2022 were $57.8 million and included cash investments in money market funds of $56.8 million. Cash as of December 31, 2021 was $57.5 million and included $56.5 million cash equivalents. Accounts Receivable Accounts receivable are stated at net realizable value including an allowance for credit losses as of each balance sheet date, if applicable. As of March 31, 2022 and December 31, 2021, the Company has not recorded an allowance for credit losses. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the condensed consolidated balance sheet. 100% of the Company’s cash and cash equivalents are held with Silicon Valley Bank (“SVB”). For the three months ended March 31, 2022 Long-Lived Assets The Company reviews long-lived assets, including definite-life intangible assets, for realizability on an ongoing basis. Changes in depreciation and amortization, generally accelerated depreciation and variable amortization, are determined and recorded when estimates of the remaining useful lives or residual values of long-term assets change. The Company also reviews for impairment when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. In those circumstances, the Company performs undiscounted operating cash flow analyses to determine if an impairment exists. When testing for asset impairment, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. Any impairment loss is calculated as the excess of the asset’s carrying value over its estimated fair value. Fair value is estimated based on the discounted cash flows for the asset group over the remaining useful life or based on the expected cash proceeds for the asset less costs of disposal. Any impairment losses would be recorded in the consolidated statements of operations. To date, no such impairments have occurred. Goodwill The Company assesses goodwill for impairment at least annually as of July 1 or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. For example, significant and unanticipated changes or our inability to obtain or maintain regulatory approvals for our product candidates, including the NDA for YUTREPIA, could trigger testing of our goodwill for impairment at an interim date. The Company has one reporting unit. The Company has the option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, in which case a quantitative impairment test is not required. Per ASC 350 Intangibles Goodwill and Other, measuring the goodwill impairment loss, if applicable. The Company completed its last annual impairment test as of July 1, 2021 and concluded that no impairments have occurred. As of March 31, 2022, the Company concluded there were no events or changes in circumstances that indicated that the carrying amount of goodwill was not recoverable. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, the Company assesses the promised goods or services in the contract and identifies each promised good or service that is distinct. If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company evaluates any non-cash consideration, consideration payable to the customer, potential returns and refunds, and whether consideration contains a significant financing element in determining the transaction price. Revenue is measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a service to a customer. The amount of revenue recognized reflects estimates for refunds and returns, which are presented as a reduction of Accounts receivable where the right of setoff exists. Stock-Based Compensation The Company estimates the grant date fair value of its stock-based awards and amortizes this fair value to compensation expense over the requisite service period or the vesting period of the respective award (see Note 6). Net Loss Per Share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. Due to their anti-dilutive effect, the calculation of diluted net loss per share for the three months ended March 31, 2022 and 2021 does not include the following common stock equivalent shares: Three Months Ended March 31, 2022 2021 Stock Options 7,054,395 4,776,022 Restricted Stock Units 365,382 313,099 Warrants 430,556 73,334 Total 7,850,333 5,162,455 For the three months ended March 31, 2022 and 2021, certain common stock warrants are included in the calculation of basic and diluted net loss per share since their exercise price is de minimis. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options . This guidance clarifies and reduces diversity in the accounting for modifications or exchanges of freestanding equity-classified written call options (for example warrants) that remain equity classified after modification or exchange. Effective January 1, 2022, the Company adopted ASU 2021-04, which had no impact on the Company’s financial statements and related disclosures. Fair Value Measurements The Company’s valuation of financial instruments is based on a three-tiered approach, which requires that fair value measurements be classified and disclosed in one of three tiers. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities; Level 2 — Inputs other than quoted prices included in active markets that are observable for the asset or liability, either directly or indirectly; and Level 3 — Unobservable inputs for the asset and liability used to measure fair value, to the extent that observable inputs are not available. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables present the placement in the fair value hierarchy of financial assets and liabilities measured at fair value as of March 31, 2022 and December 31, 2021: Quoted Significant Prices in Other Significant Active Observable Unobservable Markets Inputs Inputs Carrying March 31, 2022 (Level 1) (Level 2) (Level 3) Value Assets Money market mutual funds $ 56,794 $ — $ — $ 56,794 Liabilities A&R Silicon Valley Bank term loan $ — $ 19,293 $ — $ 19,476 Quarterly Bonus (see Note 6) — — 56 56 Total $ — $ 19,293 $ 56 $ 19,532 Quoted Significant Prices in Other Significant Active Observable Unobservable Markets Inputs Inputs Carrying December 31, 2021 (Level 1) (Level 2) (Level 3) Value Assets Money market mutual funds $ 56,494 $ — $ — $ 56,494 Liabilities Silicon Valley Bank term loan $ — $ 10,021 $ — $ 10,410 Money market mutual funds are included in cash and cash equivalents on the Company's condensed consolidated balance sheets. They are valued using quoted market prices and therefore are classified within Level 1 of the fair value hierarchy. The carrying amounts reflected in the Company's condensed consolidated balance sheets for cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses and other liabilities approximate their fair values due to their short-term nature. The fair value of the Quarterly Bonus (as described in Note 6) is measured in accordance with ASC 820, Financial Instruments. The fair value of debt is measured in accordance with ASC 820, Financial Instruments The fair value is determined based on the remaining years to maturity, interest and principal payments, as well as an interest rate consistent with the Company’s current estimated cost of debt. |
Contract Acquisition Costs, Int
Contract Acquisition Costs, Intangible Asset, and Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
Contract Acquisition Costs, Intangible Asset, and Goodwill | |
Contract Acquisition Costs, Intangible Asset, and Goodwill | 3. Contract Acquisition Costs, Intangible Asset, and Goodwill Contract acquisition costs and the Intangible asset consist of the total value assigned to the Promotion Agreement recorded in connection with the Merger Transaction (See Note 5). The Company is amortizing the value of the contract acquisition costs and intangible asset on a pro-rata basis based on the estimated total revenue or net profits to be recognized over the period from November 18, 2020 through May 2027, the termination date of the Promotion Agreement (see Note 2-Revenue Recognition for accounting policy). Amortization of contract acquisition costs is recorded as a reduction of revenue and amortization of the intangible asset is recorded as cost of revenue. During the three months ended March 31, 2022 and 2021, the Company recorded total amortization of $0.4 million and $0.8 million from the contract acquisition costs as a reduction in revenue, respectively. During the three months ended March 31, 2022 and 2021, the Company recorded total amortization of $0.2 million and $0.3 million from the intangible asset as cost of revenue, respectively. The Company recorded goodwill in the Merger Transaction of $3.9 million which primarily represents the Liquidia PAH assembled workforce and the residual value of the purchase consideration and assumed liabilities that exceeded the assets acquired (see Note 2-Goodwill for accounting policy). None of the goodwill recognized is expected to be deductible for income tax purposes. |
Indemnification Asset with Rela
Indemnification Asset with Related Party and Litigation Finance Payable | 3 Months Ended |
Mar. 31, 2022 | |
Indemnification Asset with Related Party and Litigation Finance Payable | |
Indemnification Asset with Related Party and Litigation Finance Payable | 4. Indemnification Asset with Related Party and Litigation Finance Payable On June 3, 2020, Liquidia PAH entered into a litigation financing arrangement (the “Financing Agreement”) with Henderson SPV, LLC (“Henderson”). Liquidia PAH, along with Sandoz (collectively the “Plaintiffs”), are pursuing litigation against United Therapeutics Corporation (“United Therapeutics”) and, prior to entering into a binding settlement term sheet with Smiths Medical ASC (“Smiths Medical”) in November 2020, were pursuing litigation against Smiths Medical (collectively, the “RareGen Litigation”). Under the Financing Agreement, Henderson will fund Liquidia PAH’s legal and litigation expenses (referred to as “Deployments”) in exchange for a share of certain litigation or settlement proceeds. Deployments received from Henderson are recorded as a Litigation finance payable. Litigation proceeds will be split equally between Liquidia PAH and Sandoz. Unless there is an event of default by Henderson, litigation proceeds received by Liquidia PAH must be applied first to repayment of total Deployments received. Litigation proceeds in excess of Deployments received are split between Liquidia PAH and Henderson according to a formula. Unless there is an event of default by PBM, proceeds received by Liquidia PAH are due to PBM as described further below. On November 17, 2020, Liquidia PAH entered into a Litigation Funding and Indemnification Agreement (“Indemnification Agreement”) with PBM. PBM is considered to be a related party as it is controlled by a major stockholder (which beneficially owns approximately 9.3% of Liquidia Corporation Common Stock as of April 22, 2022) who is also a member of the Company’s Board of Directors. Under the terms of the Indemnification Agreement, PBM now controls the litigation, with Liquidia PAH’s primary responsibility being to cooperate to support the litigation proceedings as needed. The Indemnification Agreement provides that Liquidia PAH and its affiliates will not be entitled to any proceeds resulting from, or bear any financial or other liability for, the RareGen Litigation unless there is an event of default by PBM. Any Liquidia PAH litigation expenses not reimbursed by Henderson under the Financing Agreement will be reimbursed by PBM. Any proceeds received which Henderson is not entitled to under the Financing Agreement will be due to PBM. The Indemnification Asset is increased as the Company records third party legal and litigation expenses related to the United Therapeutics and Smiths Medical litigation. As of March 31, 2022 and December 31, 2021, the Indemnification Asset and Litigation Finance Payable were classified as long-term assets and liabilities, respectively as it is considered unlikely that the RareGen Litigation would conclude prior to March 31, 2023. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | 5. Stockholders’ Equity Authorized Capital As of March 31, 2022, the authorized capital of the Company consists of 90,000,000 shares of capital stock, $0.001 par value per share, of which 80,000,000 shares are designated as common stock and 10,000,000 shares are designated as preferred stock. Common Stock Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of the common stock shall be entitled to receive that portion of the remaining funds to be distributed to the stockholders, subject to the liquidation preferences of any outstanding preferred stock, if any. Such funds shall be paid to the holders of common stock on the basis of the number of shares so held by each of them. Issuance of Common Stock on March 31, 2022 from Merger Transaction On November 18, 2020 (the “Closing Date”), the Company completed the acquisition of RareGen as contemplated by the Agreement and Plan of Merger, dated as of June 29, 2020, as amended by a Limited Waiver and Modification to the Merger Agreement, dated as of August 3, 2020 (the “Merger Agreement”), by and among Liquidia Technologies, the Company, RareGen, Gemini Merger Sub I, Inc., a Delaware corporation (“Liquidia Merger Sub”), Gemini Merger Sub II, LLC, a Delaware limited liability company (“RareGen Merger Sub”), and PBM RG Holdings, LLC, a Delaware limited liability company (“PBM”). Pursuant to the Merger Agreement, Liquidia Merger Sub, a former wholly owned subsidiary of the Company, merged with and into Liquidia Technologies (the “Liquidia Technologies Merger”), and RareGen Merger Sub, a former wholly owned subsidiary of the Company, merged with and into RareGen (the “RareGen Merger” and, together with the Liquidia Technologies Merger, the “Merger Transaction”). Upon consummation of the Merger Transaction, the separate corporate existences of Liquidia Merger Sub and RareGen Merger Sub ceased and Liquidia Technologies and RareGen (now Liquidia PAH) continued as wholly owned subsidiaries of Liquidia Corporation. On the Closing Date, an aggregate of 5,550,000 shares of common stock, $0.001 par value per share (“Liquidia Corporation Common Stock”), were issued to RareGen members in exchange for 10,000 RareGen common units, representing all of the issued and outstanding RareGen equity. On March 31, 2022, an aggregate of 616,666 shares of Liquidia Corporation Common Stock, which were held back on the Closing Date, were issued to RareGen members. Issuance of Common Stock on April 13, 2021 from a Private Placement On April 12, 2021, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with a fund and account managed by Caligan Partners LP and certain other accredited investors for the sale by the Company in a private placement (the “Private Placement”) of an aggregate of 8,626,037 shares of the Company’s Common Stock at a purchase price of $2.52 per share. The Private Placement closed on April 13, 2021 and the Company received gross proceeds of approximately $21.7 million. The Company intends to use the proceeds from the Private Placement to strengthen its commercial capability for the introduction of YUTREPIA and the subcutaneous administration of Treprostinil Injection, for growth initiatives, and for general corporate purposes. Warrants During the three months ended March 31, 2022 and 2021 no warrants to purchase shares of common stock were exercised. As of March 31, 2022 outstanding warrants consisted of the following: Number of warrants Exercise Price Expiration Date A&R SVB Warrant - Initial Tranche (see Note 12) 250,000 $ 5.14 January 6, 2032 SVB Warrant - Initial Tranche (see Note 12) 100,000 $ 3.05 February 26, 2031 SVB Warrant - Term B and Term C Tranches (see Note 12) 100,000 $ n/a February 26, 2031 Other warrants 65,572 $ 0.02 December 31, 2026 As of December 31, 2021 outstanding warrants consisted of the following: Number of warrants Exercise Price Expiration Date SVB Warrant - Initial Tranche (see Note 12) 100,000 $ 3.05 February 26, 2031 SVB Warrant - Term B and Term C Tranches (see Note 12) 100,000 $ n/a February 26, 2031 Other warrants 65,572 $ 0.02 December 31, 2026 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Stock-Based Compensation. | |
Stock-Based Compensation | 6. Stock-Based Compensation 2020 Long-Term Incentive Plan The Company’s 2020 Long-Term Incentive Plan (the “2020 Plan”) was approved by stockholders in November 2020. In addition to stock options, the 2020 Plan provides for the granting of stock appreciation rights, stock awards, stock units, and other stock-based awards. The 2020 Plan provides for accelerated vesting under certain change of control transactions. A total of 1,700,000 shares of the Company’s common stock was initially authorized and reserved for issuance under the 2020 Plan. This reserve will automatically increase each subsequent anniversary of January 1 through 2030, by an amount equal to the smaller of (a) 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Board of Directors (the “Evergreen Provision”). On January 1, 2022, the number of shares of common stock available for issuance under the 2020 Plan automatically increased by 2,091,509 shares pursuant to the Evergreen Provision. As of March 31, 2022, the Company had 189,008 shares available to issue under the 2020 Plan. The 2020 Plan replaced the Company’s 2018 Long-Term Incentive Plan (the “2018 Plan”). The 2018 Plan had replaced the 2016 Equity Incentive Plan (the “2016 Plan”) and 2004 Stock Option Plan (the “2004 Plan”) as the Company’s primary long-term incentive program. The 2018, 2016 and 2004 Plans have been discontinued but the outstanding awards under the 2018, 2016 and 2004 Plans will continue to remain in effect in accordance with their terms. Shares that are returned under the 2018, 2016 and 2004 Plans upon cancellation, termination or expiration of awards outstanding under the 2018, 2016 and 2004 Plans will not be available for grant under the 2020 Plan. As of March 31, 2022, the Company had reserved for issuance 682,687 shares of common stock under the 2018 Plan, 135,574 shares of common stock under the 2016 Plan and 93,467 shares of common stock under the 2004 Plan, representing the remaining outstanding equity awards granted under the 2018, 2016 and 2004 Plans. 2022 Inducement Plan On January 25, 2022, the Board approved the adoption of the Company’s 2022 Inducement Plan (the “2022 Inducement Plan”). The 2022 Inducement Plan was recommended for approval by the Compensation Committee of the Board (the “Compensation Committee”), and subsequently approved and adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the rules and regulations of The Nasdaq Stock Market, LLC (the “Nasdaq Listing Rules”). The Company reserved 310,000 shares of the Company's common stock for issuance pursuant to equity awards granted under the 2022 Inducement Plan, and the 2022 Inducement Plan will be administered by the Compensation Committee. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, equity awards under the 2022 Inducement Plan may only be made to an employee who has not previously been an employee or member of the Board (or any subsidiary of the Company), or following a bona fide period of non-employment by the Company (or a subsidiary of the Company), if he or she is granted such equity awards in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. Employee Stock Purchase Plan In November 2020, stockholders approved the Liquidia Corporation 2020 Employee Stock Purchase Plan (the “2020 ESPP”). As of March 31, 2022, a total of 594,983 shares of the Company’s common stock are reserved for issuance under the 2020 ESPP. The 2020 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions, subject to plan limitations. Unless otherwise determined by the administrator, the Company’s common stock will be purchased for the accounts of employees participating in the 2020 ESPP at a price per share that is 85% of the lesser of the fair market value of the Company’s common stock on the first and last trading day of the offering period. CEO Options During December 2020, the Company issued a stock option grant to its then new Chief Executive Officer, Damian deGoa, to purchase up to 2,000,000 shares of the Company’s common stock (the “CEO Option”) at the exercise price on the grant date of $3.00 per share. The CEO Option was issued outside of the 2020 Plan and vested as follows: 500,000 shares, or 25%, vested on November 5, 2021 upon achievement of the acceleration event related to the Company’s receipt of tentative approval by the FDA of the Company’s New Drug Application for YUTREPIA; 375,000 shares, or 25% of the then-unvested portion of the CEO Option, vested on November 11, 2021 upon achievement of the acceleration event related to the commercial availability of the subcutaneous Treprostinil product with cartridge supplies sufficient to support the market for one year thirty-six Quarterly Bonus and Second Tranche Options On January 3, 2022 (the “Jeffs Effective Date”), Roger A. Jeffs, Ph.D. was appointed as the Company’s Chief Executive Officer. In connection with Dr. Jeffs’ appointment, on the Jeffs Effective Date, the Company and Dr. Jeffs entered into an executive employment agreement (the “Jeffs Employment Agreement”) pursuant to which Dr. Jeffs is entitled to a quarterly cash bonus, beginning in 2023 through the end of the last calendar quarter in 2025, equal in the aggregate to the difference (only if positive) between the per share closing price of a share of the Company’s common stock on the date which the Second Tranche Option (as defined below) is granted minus the per share closing price of Common Stock on the Jeffs Effective Date multiplied by 931,745 (the “Quarterly Bonus”). The Company has concluded that the Quarterly Bonus is a liability classified cash-settled stock appreciation right under ASC 718-10-25-11 that will be expensed over the service period. As of March 31, 2022 the fair value of the Quarterly Bonus was estimated to be $0.9 million, and during the three months ended March 31, 2022 the Company recorded a stock-based compensation charge of $56,000 related to the Quarterly Bonus. Additionally, subject to an increase in the shares available for issuance under the 2020 Plan resulting either from stockholder approval or the 2020 Plan’s Evergreen Provision, Dr. Jeffs is also entitled to a grant of 931,745 nonstatutory stock options (the “Second Tranche Option”), with an exercise price per share equal to the closing price of a share of common stock on the date of grant. The Second Tranche Option shall (i) be granted under and subject to the terms of 2020 Plan and a form of nonstatutory stock option grant agreement, and (ii) be subject to the following vesting schedule: 25% of the grant will become vested and exercisable on the first anniversary of the Jeffs Effective Date, and the remaining portion of the grant will become vested and exercisable, as applicable, in equal monthly installments over the following thirty-six Stock-Based Compensation Valuation and Expense The Company accounts for its employee stock-based compensation plans using the fair value method. The fair value method requires the Company to estimate the grant-date fair value of its stock-based awards and amortize this fair value to compensation expense over the requisite service period or vesting term. The fair value of each option grant is estimated using a Black-Scholes option-pricing model. For restricted stock units (“RSUs”), the grant-date fair value is based upon the market price of the Company’s common stock on the date of the grant. This fair value is then amortized to compensation expense over the requisite service period or vesting term. The Company recorded the following stock-based compensation expense: Three Months Ended March 31, By Expense Category: 2022 2021 Research and development $ 383 $ 251 General and administrative 3,802 494 Total stock-based compensation expense $ 4,185 $ 745 The following table summarizes the unamortized compensation expense and the remaining years over which such expense would be expected to be recognized, on a weighted average basis, by type of award: As of March 31, 2022 Weighted Average Remaining Recognition Unamortized Period Expense (Years) Stock options $ 13,720 3.3 Restricted stock units $ 2,357 3.3 Fair Value of The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options granted and purchase rights issued under the ESPP. The following describes each of these assumptions and the Company’s methodology for determining each assumption: Expected Dividend Yield: Risk-Free Interest Rate: Expected Volatility: Expected Life: The following table summarizes the assumptions used for estimating the fair value of stock options granted under the Black-Scholes option-pricing model: Three Months Ended March 31, 2022 2021 Expected dividend yield — — Risk-free interest rate 1.46% - 2.34% 0.62% - 1.67% Expected volatility 90% - 92% 93% - 94% Expected life (years) 6.0 - 6.1 5.2 - 6.1 The weighted average fair value for options granted during the three months ended March 31, 2022 and 2021 was $4.37 and $2.09 per share, respectively. The following table summarizes the assumptions used for estimating the fair value of purchase rights granted to employees under the ESPP under the Black-Scholes option-pricing model during the three months ended March 31, 2022: Expected dividend yield — Risk-free interest rate 0.69% Expected volatility 80% Expected life (years) 0.50 The following table summarizes the Company’s stock option activity during the three months ended March 31, 2022: Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (in years) Value Outstanding as of December 31, 2021 5,598,009 $ 4.19 Granted 2,457,702 5.46 Exercised (143,297) 4.15 Cancelled (942,486) 5.66 Outstanding as of March 31, 2022 6,969,928 $ 4.44 9.0 $ 20,733 Exercisable as of March 31, 2022 2,890,891 $ 4.08 8.4 $ 10,233 Vested and expected to vest as of March 31, 2022 6,095,627 $ 4.40 8.9 $ 18,576 The aggregate intrinsic value of stock options in the table above represents the difference between the $7.18 closing price of the Company’s common stock as of March 31, 2022 and the exercise price of outstanding, exercisable, and vested and expected to vest in-the-money stock options. Restricted Stock Units Restricted Stock Units (“RSUs”) represent the right to receive shares of common stock of the Company at the end of a specified time period or upon the achievement of a specific milestone. RSUs can only be settled in shares of the Company’s common stock. During the three months ended March 31, 2022, the Board of Directors approved grants of an aggregate of A summary of nonvested RSU awards outstanding as of March 31, 2022 and changes during the three months ended March 31, 2022 is as follows: Weighted Average Grant-Date Number of Fair Value RSUs (per RSU) Nonvested as of December 31, 2021 15,204 $ 3.31 Granted 409,569 6.08 Vested (1,690) 3.31 Nonvested as of March 31, 2022 423,083 $ 5.99 |
License Agreements
License Agreements | 3 Months Ended |
Mar. 31, 2022 | |
License Agreements | |
License Agreements | 7. License Agreements The Company performs research under a license agreement with The University of North Carolina at Chapel Hill (“UNC”) as amended to date (the “UNC License Agreement”). As part of the UNC License Agreement, the Company holds an exclusive license to certain research and development technologies and processes in various stages of patent pursuit, for use in its research and development and commercial activities, with a term until the expiration date of the last to expire patent subject to the UNC License Agreement, subject to industry standard contractual compliance. Under the UNC License Agreement, the Company is obligated to pay UNC royalties equal to a low single digit percentage of all net sales of drug products whose manufacture, use or sale includes any use of the technology or patent rights covered by the UNC License Agreement, including YUTREPIA. The Company may grant sublicenses of UNC licensed intellectual property in return for specified payments based on a percentage of any fee, royalty or other consideration received. |
Revenue From Contracts With Cus
Revenue From Contracts With Customers | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contracts With Customers | |
Revenue From Contracts With Customers | 8. Revenue From Contracts With Customers On August 1, 2018, the Company partnered with Sandoz in the Promotion Agreement to launch the first-to-file generic of Treprostinil Injection for the treatment of patients with PAH. Under the Promotion Agreement, the Company provides certain promotional and nonpromotional activities on an exclusive basis for the product in the United States of America for the treatment of PAH. In addition, the Company paid Sandoz $20 million at the inception of the Promotion Agreement, in consideration for the right to conduct the promotional and nonpromotional activities for the product. In exchange for its services, the Company is entitled to receive a portion of net profits, as defined within the Promotion Agreement, based on specified profit levels associated with the product. See Note 2 for Revenue Recognition accounting policy. In accordance with the Promotion Agreement, Liquidia PAH receives consideration from Sandoz in the form of a share of Net Profits for the promotional activities it performs. The share of Net Profits received is subject to adjustments from Sandoz for items such as distributor chargebacks, rebates, inventory returns, inventory write-offs and other adjustments (the “Net Profits Adjustment”). The Company expects to refund certain amounts to Sandoz through a reduction of the cash received from future Net Profits generated under the Promotion Agreement. As of March 31, 2022, a $0.5 million refund liability is offset against accounts receivable from Sandoz. The Company derived approximately 98% of its revenue from the Promotion Agreement during the three months ended March 31, 2022. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | 9. Property, Plant and Equipment Property, plant and equipment consisted of the following: March 31, December 31, 2022 2021 Lab and build-to-suit equipment $ 6,600 $ 6,600 Office equipment 19 19 Furniture and fixtures 177 177 Computer equipment 347 347 Leasehold improvements 11,457 11,457 Total property, plant and equipment 18,600 18,600 Accumulated depreciation and amortization (13,986) (13,583) Property, plant and equipment, net $ 4,614 $ 5,017 The Company recorded depreciation and amortization expense of $0.4 million and $0.5 million for the three months ended March 31, 2022 and 2021, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Taxes | |
Income Taxes | 10. Income Taxes The Company did not record a federal or state income tax expense or benefit during the three months ended March 31, 2022 as a result of the establishment of a full valuation allowance against the Company’s net deferred tax assets. |
Leases, Commitments and Conting
Leases, Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Leases, Commitments and Contingencies | |
Leases, Commitments and Contingencies | 11. Leases, Commitments and Contingencies Leases The Company leases certain laboratory space, office space, and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of ASC 842 Leases , the Company combines lease and non-lease components, if any. Most leases include one or more options to renew. The exercise of lease renewal options is at the Company’s sole discretion. Certain leases also include options to purchase the leased property. Consistent with past practice and current intent, the Company has recognized all such purchase options as part of its right-of-use assets and lease liabilities. The depreciable life of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company conducts its operations from leased facilities of approximately 45,000 square feet in Morrisville, North Carolina with a lease expiration date of October 31, 2026. In addition, the Company leases specialized laboratory equipment under finance leases. The related right-of-use assets are amortized on a straight-line basis over the lesser of the lease term or the estimated useful life of the asset. The Company does not have access to certain inputs used by its lessors to calculate the rate implicit in its finance leases. As such, the Company utilized its estimated incremental borrowing rate for the discount rate applied to its finance leases. The original incremental borrowing rate used on finance leases was 7.5% . During February 2021, the Company exercised the lease purchase option for certain finance leases that had expired and entered into a lease modification agreement with its existing lessor for certain other finance leases. The modification resulted in an increase in the remaining lease term of between 24 and 48 months as well as a decrease in the monthly payments associated with the respective modified leases. The incremental borrowing rate used on the modified leases was 6.5% . The lease modification had an immaterial impact on the Company’s condensed consolidated financial statements. The Company’s lease cost is reflected in the accompanying condensed statements of operations and comprehensive loss as follows Three Months Ended March 31, Classification 2022 2021 Operating lease cost General and administrative $ 195 $ 195 Finance lease cost: Amortization of lease assets General and administrative 38 144 Interest on lease liabilities Interest expense 10 5 Total Lease Cost $ 243 $ 344 The weighted average remaining lease term and discount rates as of March 31, 2022 were as follows: Weighted average remaining lease term (years): Operating leases 4.6 Finance leases 2.3 Weighted average discount rate: Operating leases 10.3 % Finance leases 6.5 % The discount rate for leases was estimated based upon market rates of collateralized loan obligations of comparable companies on comparable terms. The future minimum lease payment as of March 31, 2022 were as follows: Operating Finance Year ending December 31: Leases Leases Total 2022 $ 934 $ 251 $ 1,185 2023 1,283 195 1,478 2024 1,317 115 1,432 2025 1,356 64 1,420 2026 1,158 — 1,158 Total minimum lease payments 6,048 625 6,673 Less: Interest (1,226) (44) (1,270) Present value of lease liabilities $ 4,822 $ 581 $ 5,403 Commitments and Contingencies In March 2012, the Company entered into an agreement, as amended, with Chasm Technologies, Inc. for manufacturing consulting services related to the Company’s manufacturing capabilities during the term of the agreement. The Company agreed to pay future contingent milestones and royalties, totaling no more than $1,500,000, none of which has been earned as of March 31, 2022 The Company enters into contracts in the normal course of business with contract service providers to assist in the performance of research and development and manufacturing activities. Subject to required notice periods and obligations under binding purchase orders, the Company can elect to discontinue the work under these agreements at any time. In addition, the Company has entered into a multi-year agreement with LGM Pharma, LLC (“LGM”) to produce active pharmaceutical ingredients for YUTREPIA . . . We also have employment agreements with certain employees which require the funding of a specific level of payments, if certain events, such as a change in control or termination without cause, occur. The Company from time-to-time is subject to claims and litigation in the normal course of business, none of which the Company believes represent a risk of material loss or exposure. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Long-term Debt | |
Long-term Debt | 12. Long-Term Debt Long-term debt consisted of the following as of March 31, 2022 and December 31, 2021: March 31, December 31, Maturity Date 2022 2021 A&R Silicon Valley Bank term loan December 1, 2025 $ 19,476 $ — Silicon Valley Bank term loan September 1, 2024 — 10,410 Long-term debt $ 19,476 $ 10,410 Amended and Restated Loan and Security Agreement dated January 7, 2022 On January 7, 2022 (the “A&R SVB LSA Effective Date”), the Company entered into an Amended and Restated Loan and Security Agreement with SVB and SVB Innovation Credit Fund VIII, L.P. (“Innovation”) (the “A&R SVB LSA”). The A&R SVB LSA established a term loan facility in the aggregate principal amount of up to $40.0 million. Under the terms of the A&R SVB LSA, SVB and Innovation will make loans available in three tranches, with the first tranche funded on the A&R SVB LSA Effective Date. The Company used $10.5 million of the first tranche proceeds to satisfy its existing obligations under the SVB LSA (see below) and such obligations are considered fully repaid and terminated as of that date. The Company accounted for the repayment of the SVB LSA in accordance with ASC 405-20, Extinguishments of Liabilities The first tranche also provides the option of drawing an additional $5.0 million at the Company’s discretion through December 31, 2022. A second tranche of $7.5 million is available to fund immediately upon receipt of final and unconditional approval for YUTREPIA by December 31, 2022. The third tranche of $7.5 million will be available through August 31, 2023, upon generating trailing six-month net product sales of YUTREPIA of $27.5 million by June 30, 2023. The debt facility will mature on December 1, 2025 and will consist of interest-only payments through December 31, 2023, unless the third tranche milestone is achieved, in which case interest-only payments will continue through December 31, 2024. The outstanding principal amount of the term loans shall accrue interest at a floating rate per annum equal to the greater of 7.25% and the prime rate of interest 4.0%. The SVB A&R LSA also provides for a “Final Payment Fee” of 5.0% of the aggregate original principal amount of all loans made and a payment solely to SVB of $185 thousand due on the earliest of the maturity date, the repayment of the debt in full, any optional prepayment or mandatory prepayment, or the termination of the A&R SVB LSA. As with the prior SVB LSA, the A&R SVB LSA contains customary affirmative and negative covenants, including but not limited to certain financial covenants, protection of intellectual property rights, the disposition of certain assets, and material adverse changes. As an inducement to enter into the A&R SVB LSA, the Company issued to each of SVB, Innovation, and Innovation Credit Fund VIII-A L.P. (“Innovation Credit”) certain warrants to purchase shares of the Company’s common stock pursuant to the Warrant to Purchase Stock agreements by and between the Company and each recipient (collectively, the “A&R SVB Warrants”). The respective A&R SVB Warrants provided (i) SVB with the initial right to obtain 125,000 shares of the Company’s stock at an exercise price of $5.14 per share, and there is an opportunity for SVB to obtain up to 50,000 more warrants based on certain loans that may be made under the A&R SVB LSA, (ii) Innovation with the initial right to obtain 62,500 shares of the Company’s stock at an exercise price of $5.14 a share, and with an opportunity for Innovation to obtain up to 25,000 more warrants based on certain loans that may be made under the Loan Agreement, and (iii) Innovation Credit with the initial right to obtain 62,500 shares of the Company’s stock at an exercise price of $5.14 per share, and with an opportunity for Innovation Credit to obtain up to 25,000 more warrants based on certain loans that may be made under the A&R SVB LSA. The A&R SVB Warrants provide an option for a cashless exercise. In accordance with ASC 470, Debt million was allocated to the A&R SVB LSA. In addition, the Company incurred fees of less than million, which were recorded as a debt issuance costs. The debt discount and debt issuance costs are being amortized to interest expense and the Final Payment Fee is being accreted using the effective interest method over the term of the A&R SVB LSA. The Company evaluated the features of the A&R SVB LSA and A&R SVB Warrants in accordance with ASC 480, Distinguishing Liabilities from Equity , Derivatives and Hedging . The Company determined that the A&R SVB LSA and A&R SVB Warrants did not contain any features that would qualify as a derivative or embedded derivative. In addition, the Company determined that the A&R SVB Warrants should be classified as equity. The value of the A&R SVB Warrants is included in Additional Paid-in-Capital in the Company’s condensed consolidated balance sheet as of March 31, 2022. The estimated fair value of the SVB Warrant was calculated using the Black-Scholes Option Pricing Model based on the following inputs: Expected dividend yield — Risk-free interest rate 1.76% Expected volatility 97.2% Expected life (years) 10.0 Loan and Security Agreement dated February 26, 2021 The Company entered into a Loan and Security Agreement with SVB on February 26, 2021 (the “Effective Date”) and a First Loan Modification Agreement with SVB on August 26, 2021 (the “SVB LSA”). The SVB LSA established a term loan facility in the aggregate principal amount of up to $20.5 million. $10.5 million was funded on March 1, 2021 and was used to satisfy the Company’s existing obligations, consisting of approximately $9.4 million in outstanding principal and interest with Pacific Western Bank, and such obligations are considered fully repaid and terminated as of that date, with the excess proceeds funded to the Company. The Company accounted for the repayment of the loan obligation with Pacific Western Bank in accordance with ASC 405-20, Extinguishments of Liabilities In connection with the Loan Agreement, the Company issued to SVB a warrant, dated as of the Effective Date to purchase 200,000 shares of common stock (the “SVB Warrant”), of which 100,000 shares vested on the Effective Date, with an exercise price per share equal to $3.05 (the “Initial Tranche”). The remaining 100,000 shares were to become exercisable and priced if additional amounts were funded under the SVB LSA (the “Term B and C Tranches”). The Company evaluated the features of the SVB LSA and SVB Warrant in accordance with ASC 480, Distinguishing Liabilities from Equity , Derivatives and Hedging . The Company determined that the Loan Agreement and Warrant did not contain any features that would qualify as a derivative or embedded derivative. In addition, the Company determined that the SVB Warrant should be classified as equity. The value of the SVB Warrant is included in Additional Paid-in-Capital in the Company’s condensed consolidated balance sheet as of March 31, 2022. The estimated fair value of the SVB Warrant of was calculated using the Black-Scholes Option Pricing Model based on the following inputs: Expected dividend yield — Risk-free interest rate 1.43% Expected volatility 90.8% Expected life (years) 10.0 Scheduled annual maturities of long-term debt as of March 31, 2022 are as follows: Year ending December 31: 2022 $ — 2023 — 2024 10,000 2025 10,000 Thereafter — Total 20,000 Less: Unamortized discount, debt issuance costs and accretion (524) Long-term debt, noncurrent $ 19,476 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 13. Subsequent Events Issuance of Common Stock on April 18, 2022 from an Underwritten Public Offering On April 12, 2022, the Company sold 11,274,510 shares of the Company’s common stock in an underwritten registered public offering at an offering price of $5.10 per share (the “Offering”). The Offering closed on April 18, 2022, and the Company received net proceeds of approximately $53.7 million from the sale of the shares, after deducting the underwriting discounts and commissions and other offering expenses. The Company intends to use the net proceeds from this Offering for ongoing commercial development of YUTREPIA, for continued development of YUTREPIA in other clinical trials, including but not limited to, trials for WHO Group 3 patients and pediatric patients, for pre-clinical pipeline activities and for general corporate purposes. Caligan Partners LP (“Caligan”), the Company’s largest stockholder, and Paul B. Manning, a member of the Company’s board of directors, participated in the Offering and purchased shares of common stock in an aggregate amount of $11.0 million at the public offering price per share and on the same terms as the other purchasers in the Offering. Caligan purchased 1,764,705 shares of common stock in the Offering for an aggregate purchase price of $9.0 million and Paul B. Manning purchased 392,156 shares of common stock in the Offering for an aggregate purchase price of $2.0 million. |
Basis of Presentation, Signif_2
Basis of Presentation, Significant Accounting Policies and Fair Value Measurements (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Basis of Presentation, Significant Accounting Policies and Fair Value Measurements | |
Basis of Presentation | Basis of Presentation The unaudited interim condensed consolidated financial statements as of March 31, 2022 and for the three months ended March 31, 2022 and 2021 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial reporting. These condensed consolidated financial statements are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments and accruals) necessary for a fair statement of the results for the periods presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The year-end condensed consolidated balance sheet data was derived from the Company’s audited consolidated financial statements but does not include all disclosures required by GAAP. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been omitted in accordance with the SEC’s rules and regulations for interim reporting. Certain amounts have been reclassified from the prior year presentation to conform to current presentation. The Company’s financial position, results of operations and cash flows are presented in U.S. Dollars. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2021, which are included in the Company’s 2021 Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2022 compared with the significant accounting policies disclosed in Note 2 of the consolidated financial statements for the years ended December 31, 2021 and 2020, which are included in the Company’s 2021 Annual Report on Form 10-K. |
Consolidation | Consolidation The accompanying condensed consolidated financial statements include the Company’s wholly owned subsidiaries, Liquidia Technologies and Liquidia PAH. All intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. These estimates are based on historical experience and various other assumptions believed reasonable under the circumstances. The Company evaluates its estimates on an ongoing basis and makes changes to the estimates and related disclosures as experience develops or new information becomes known. Actual results will most likely differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents as of March 31, 2022 were $57.8 million and included cash investments in money market funds of $56.8 million. Cash as of December 31, 2021 was $57.5 million and included $56.5 million cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at net realizable value including an allowance for credit losses as of each balance sheet date, if applicable. As of March 31, 2022 and December 31, 2021, the Company has not recorded an allowance for credit losses. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the condensed consolidated balance sheet. 100% of the Company’s cash and cash equivalents are held with Silicon Valley Bank (“SVB”). For the three months ended March 31, 2022 |
Long-Lived Assets | Long-Lived Assets The Company reviews long-lived assets, including definite-life intangible assets, for realizability on an ongoing basis. Changes in depreciation and amortization, generally accelerated depreciation and variable amortization, are determined and recorded when estimates of the remaining useful lives or residual values of long-term assets change. The Company also reviews for impairment when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. In those circumstances, the Company performs undiscounted operating cash flow analyses to determine if an impairment exists. When testing for asset impairment, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. Any impairment loss is calculated as the excess of the asset’s carrying value over its estimated fair value. Fair value is estimated based on the discounted cash flows for the asset group over the remaining useful life or based on the expected cash proceeds for the asset less costs of disposal. Any impairment losses would be recorded in the consolidated statements of operations. To date, no such impairments have occurred. |
Goodwill | Goodwill The Company assesses goodwill for impairment at least annually as of July 1 or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. For example, significant and unanticipated changes or our inability to obtain or maintain regulatory approvals for our product candidates, including the NDA for YUTREPIA, could trigger testing of our goodwill for impairment at an interim date. The Company has one reporting unit. The Company has the option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, in which case a quantitative impairment test is not required. Per ASC 350 Intangibles Goodwill and Other, measuring the goodwill impairment loss, if applicable. The Company completed its last annual impairment test as of July 1, 2021 and concluded that no impairments have occurred. As of March 31, 2022, the Company concluded there were no events or changes in circumstances that indicated that the carrying amount of goodwill was not recoverable. |
Revenue Recognition from Promotion Agreements | Revenue Recognition The Company recognizes revenue in accordance with ASC 606 Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, the Company assesses the promised goods or services in the contract and identifies each promised good or service that is distinct. If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company evaluates any non-cash consideration, consideration payable to the customer, potential returns and refunds, and whether consideration contains a significant financing element in determining the transaction price. Revenue is measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a service to a customer. The amount of revenue recognized reflects estimates for refunds and returns, which are presented as a reduction of Accounts receivable where the right of setoff exists. |
Stock-Based Compensation | Stock-Based Compensation The Company estimates the grant date fair value of its stock-based awards and amortizes this fair value to compensation expense over the requisite service period or the vesting period of the respective award (see Note 6). |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. Due to their anti-dilutive effect, the calculation of diluted net loss per share for the three months ended March 31, 2022 and 2021 does not include the following common stock equivalent shares: Three Months Ended March 31, 2022 2021 Stock Options 7,054,395 4,776,022 Restricted Stock Units 365,382 313,099 Warrants 430,556 73,334 Total 7,850,333 5,162,455 For the three months ended March 31, 2022 and 2021, certain common stock warrants are included in the calculation of basic and diluted net loss per share since their exercise price is de minimis. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options . This guidance clarifies and reduces diversity in the accounting for modifications or exchanges of freestanding equity-classified written call options (for example warrants) that remain equity classified after modification or exchange. Effective January 1, 2022, the Company adopted ASU 2021-04, which had no impact on the Company’s financial statements and related disclosures. |
Fair Value Measurements | Fair Value Measurements The Company’s valuation of financial instruments is based on a three-tiered approach, which requires that fair value measurements be classified and disclosed in one of three tiers. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities; Level 2 — Inputs other than quoted prices included in active markets that are observable for the asset or liability, either directly or indirectly; and Level 3 — Unobservable inputs for the asset and liability used to measure fair value, to the extent that observable inputs are not available. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables present the placement in the fair value hierarchy of financial assets and liabilities measured at fair value as of March 31, 2022 and December 31, 2021: Quoted Significant Prices in Other Significant Active Observable Unobservable Markets Inputs Inputs Carrying March 31, 2022 (Level 1) (Level 2) (Level 3) Value Assets Money market mutual funds $ 56,794 $ — $ — $ 56,794 Liabilities A&R Silicon Valley Bank term loan $ — $ 19,293 $ — $ 19,476 Quarterly Bonus (see Note 6) — — 56 56 Total $ — $ 19,293 $ 56 $ 19,532 Quoted Significant Prices in Other Significant Active Observable Unobservable Markets Inputs Inputs Carrying December 31, 2021 (Level 1) (Level 2) (Level 3) Value Assets Money market mutual funds $ 56,494 $ — $ — $ 56,494 Liabilities Silicon Valley Bank term loan $ — $ 10,021 $ — $ 10,410 Money market mutual funds are included in cash and cash equivalents on the Company's condensed consolidated balance sheets. They are valued using quoted market prices and therefore are classified within Level 1 of the fair value hierarchy. The carrying amounts reflected in the Company's condensed consolidated balance sheets for cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses and other liabilities approximate their fair values due to their short-term nature. The fair value of the Quarterly Bonus (as described in Note 6) is measured in accordance with ASC 820, Financial Instruments. |
Basis of Presentation, Signif_3
Basis of Presentation, Significant Accounting Policies and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Basis of Presentation, Significant Accounting Policies and Fair Value Measurements | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended March 31, 2022 2021 Stock Options 7,054,395 4,776,022 Restricted Stock Units 365,382 313,099 Warrants 430,556 73,334 Total 7,850,333 5,162,455 |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block] | Quoted Significant Prices in Other Significant Active Observable Unobservable Markets Inputs Inputs Carrying March 31, 2022 (Level 1) (Level 2) (Level 3) Value Assets Money market mutual funds $ 56,794 $ — $ — $ 56,794 Liabilities A&R Silicon Valley Bank term loan $ — $ 19,293 $ — $ 19,476 Quarterly Bonus (see Note 6) — — 56 56 Total $ — $ 19,293 $ 56 $ 19,532 Quoted Significant Prices in Other Significant Active Observable Unobservable Markets Inputs Inputs Carrying December 31, 2021 (Level 1) (Level 2) (Level 3) Value Assets Money market mutual funds $ 56,494 $ — $ — $ 56,494 Liabilities Silicon Valley Bank term loan $ — $ 10,021 $ — $ 10,410 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | As of March 31, 2022 outstanding warrants consisted of the following: Number of warrants Exercise Price Expiration Date A&R SVB Warrant - Initial Tranche (see Note 12) 250,000 $ 5.14 January 6, 2032 SVB Warrant - Initial Tranche (see Note 12) 100,000 $ 3.05 February 26, 2031 SVB Warrant - Term B and Term C Tranches (see Note 12) 100,000 $ n/a February 26, 2031 Other warrants 65,572 $ 0.02 December 31, 2026 As of December 31, 2021 outstanding warrants consisted of the following: Number of warrants Exercise Price Expiration Date SVB Warrant - Initial Tranche (see Note 12) 100,000 $ 3.05 February 26, 2031 SVB Warrant - Term B and Term C Tranches (see Note 12) 100,000 $ n/a February 26, 2031 Other warrants 65,572 $ 0.02 December 31, 2026 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three Months Ended March 31, By Expense Category: 2022 2021 Research and development $ 383 $ 251 General and administrative 3,802 494 Total stock-based compensation expense $ 4,185 $ 745 |
Share-based Payment Arrangement, Nonvested Award, Cost [Table Text Block] | As of March 31, 2022 Weighted Average Remaining Recognition Unamortized Period Expense (Years) Stock options $ 13,720 3.3 Restricted stock units $ 2,357 3.3 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Three Months Ended March 31, 2022 2021 Expected dividend yield — — Risk-free interest rate 1.46% - 2.34% 0.62% - 1.67% Expected volatility 90% - 92% 93% - 94% Expected life (years) 6.0 - 6.1 5.2 - 6.1 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (in years) Value Outstanding as of December 31, 2021 5,598,009 $ 4.19 Granted 2,457,702 5.46 Exercised (143,297) 4.15 Cancelled (942,486) 5.66 Outstanding as of March 31, 2022 6,969,928 $ 4.44 9.0 $ 20,733 Exercisable as of March 31, 2022 2,890,891 $ 4.08 8.4 $ 10,233 Vested and expected to vest as of March 31, 2022 6,095,627 $ 4.40 8.9 $ 18,576 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | Weighted Average Grant-Date Number of Fair Value RSUs (per RSU) Nonvested as of December 31, 2021 15,204 $ 3.31 Granted 409,569 6.08 Vested (1,690) 3.31 Nonvested as of March 31, 2022 423,083 $ 5.99 |
Employee Stock Purchase Plan 2020 | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Expected dividend yield — Risk-free interest rate 0.69% Expected volatility 80% Expected life (years) 0.50 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment | |
Property, Plant and Equipment [Table Text Block] | March 31, December 31, 2022 2021 Lab and build-to-suit equipment $ 6,600 $ 6,600 Office equipment 19 19 Furniture and fixtures 177 177 Computer equipment 347 347 Leasehold improvements 11,457 11,457 Total property, plant and equipment 18,600 18,600 Accumulated depreciation and amortization (13,986) (13,583) Property, plant and equipment, net $ 4,614 $ 5,017 |
Leases, Commitments and Conti_2
Leases, Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases, Commitments and Contingencies | |
Lease, Cost [Table Text Block] | Three Months Ended March 31, Classification 2022 2021 Operating lease cost General and administrative $ 195 $ 195 Finance lease cost: Amortization of lease assets General and administrative 38 144 Interest on lease liabilities Interest expense 10 5 Total Lease Cost $ 243 $ 344 Weighted average remaining lease term (years): Operating leases 4.6 Finance leases 2.3 Weighted average discount rate: Operating leases 10.3 % Finance leases 6.5 % |
Lease Liability Maturity [Table Text Block] | Operating Finance Year ending December 31: Leases Leases Total 2022 $ 934 $ 251 $ 1,185 2023 1,283 195 1,478 2024 1,317 115 1,432 2025 1,356 64 1,420 2026 1,158 — 1,158 Total minimum lease payments 6,048 625 6,673 Less: Interest (1,226) (44) (1,270) Present value of lease liabilities $ 4,822 $ 581 $ 5,403 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Long-Term Debt | |
Schedule of Long-Term Debt | March 31, December 31, Maturity Date 2022 2021 A&R Silicon Valley Bank term loan December 1, 2025 $ 19,476 $ — Silicon Valley Bank term loan September 1, 2024 — 10,410 Long-term debt $ 19,476 $ 10,410 |
Schedule of Annual Maturities of Long-Term Debt | Year ending December 31: 2022 $ — 2023 — 2024 10,000 2025 10,000 Thereafter — Total 20,000 Less: Unamortized discount, debt issuance costs and accretion (524) Long-term debt, noncurrent $ 19,476 |
A&R SVB Warrants | |
Long-Term Debt | |
Schedule of Inputs used to Estimate Fair Value of Warrants | Expected dividend yield — Risk-free interest rate 1.76% Expected volatility 97.2% Expected life (years) 10.0 |
SVB Warrant | |
Long-Term Debt | |
Schedule of Inputs used to Estimate Fair Value of Warrants | Expected dividend yield — Risk-free interest rate 1.43% Expected volatility 90.8% Expected life (years) 10.0 |
Business (Details)
Business (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Business | |||
Net loss | $ 15,943 | $ 9,183 | |
Accumulated deficit | $ 325,524 | $ 309,581 |
Basis of Presentation, Signif_4
Basis of Presentation, Significant Accounting Policies and Fair Value Measurements - Other (Details) | Jul. 01, 2021USD ($) | Mar. 31, 2022USD ($)customer | Dec. 31, 2021USD ($) |
Cash and cash equivalents | $ 57,794,000 | $ 57,494,000 | |
Money market funds included in cash and cash equivalents | 56,800,000 | ||
Cash equivalents | 56,500,000 | ||
Allowance for credit losses | $ 0 | $ 0 | |
Number of reporting units | 1 | ||
Impairment of long-lived assets | $ 0 | ||
Impairment of goodwill | $ 0 | ||
Credit Concentration Risk | Cash Held on Deposit | Pacific Western Bank | |||
Concentration risk, percentage | 100.00% | ||
Credit Concentration Risk | Accounts Receivable | Customer One | |||
Concentration risk, percentage | 98.00% | ||
Number of customers | customer | 1 | ||
Customer Concentration Risk | Revenue from Contract with Customer Benchmark | Customer One | |||
Concentration risk, percentage | 98.00% | ||
Number of customers | customer | 1 |
Basis of Presentation, Signif_5
Basis of Presentation, Significant Accounting Policies and Fair Value Measurements - Common Stock Equivalent Shares Excluded From Calculation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Anti-dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share (in shares) | 7,850,333 | 5,162,455 |
Stock Options | ||
Anti-dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share (in shares) | 7,054,395 | 4,776,022 |
Restricted Stock Units (RSUs) | ||
Anti-dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share (in shares) | 365,382 | 313,099 |
Warrants | ||
Anti-dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share (in shares) | 430,556 | 73,334 |
Basis of Presentation, Signif_6
Basis of Presentation, Significant Accounting Policies and Fair Value Measurements - Fair Value of Financial Assets and Financial Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Reported Value Measurement | ||
Fair Value of Financial Instruments | ||
Quarterly Bonus | $ 56 | |
Total financial instruments | 19,532 | |
Fair Value, Inputs, Level 2 | Estimate of Fair Value Measurement | ||
Fair Value of Financial Instruments | ||
Total financial instruments | 19,293 | |
Fair Value, Inputs, Level 3 | Estimate of Fair Value Measurement | ||
Fair Value of Financial Instruments | ||
Quarterly Bonus | 56 | |
Total financial instruments | 56 | |
A & R Silicon Valley Bank term loan | Reported Value Measurement | ||
Fair Value of Financial Instruments | ||
Fair value of long-term debt | 19,476 | |
A & R Silicon Valley Bank term loan | Fair Value, Inputs, Level 2 | Estimate of Fair Value Measurement | ||
Fair Value of Financial Instruments | ||
Fair value of long-term debt | 19,293 | |
Money Market Funds | Reported Value Measurement | ||
Fair Value of Financial Instruments | ||
Money market funds | 56,794 | $ 56,494 |
Money Market Funds | Fair Value, Inputs, Level 1 | Estimate of Fair Value Measurement | ||
Fair Value of Financial Instruments | ||
Money market funds | $ 56,794 | 56,494 |
Silicon Valley Bank Term Loan | Reported Value Measurement | ||
Fair Value of Financial Instruments | ||
Debt | 10,410 | |
Silicon Valley Bank Term Loan | Fair Value, Inputs, Level 2 | Estimate of Fair Value Measurement | ||
Fair Value of Financial Instruments | ||
Debt | $ 10,021 |
Contract Acquisition Costs, I_2
Contract Acquisition Costs, Intangible Asset, and Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Nov. 18, 2020 | |
Contract Acquisition Costs, Intangible Asset, and Goodwill | ||||
Goodwill | $ 3,903 | $ 3,903 | ||
Merger With RareGen LLC | ||||
Contract Acquisition Costs, Intangible Asset, and Goodwill | ||||
Business Combination, Amortization Expense | 400 | $ 800 | ||
Amortization of Intangible Assets, Total | $ 200 | $ 300 | ||
Goodwill | $ 3,900 | |||
Goodwill expected to be tax deductible | $ 0 |
Indemnification Asset with Re_2
Indemnification Asset with Related Party and Litigation Finance Payable (Details) | Apr. 22, 2022 |
PBM | |
Indemnification Asset with Related Party and Litigation Finance Payable | |
Major stockholder ownership percentage of Liquidia Corporation Common Stock | 9.30% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 31, 2022 | Apr. 13, 2021 | Nov. 18, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Feb. 26, 2021 |
Common Stock and Preferred Stock, Shares Authorized (in shares) | 90,000,000 | 90,000,000 | |||||
Common Stock and Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | |||||
Common Stock, Shares Authorized (in shares) | 80,000,000 | 80,000,000 | 80,000,000 | ||||
Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Merger With RareGen LLC | |||||||
Number of common shares issued to RareGen's members | 5,550,000 | ||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | ||||||
Number of common units exchanged, representing all of the issued and outstanding RareGen equity | 10,000 | ||||||
Merger With RareGen LLC | Holdback Shares | |||||||
Number of common shares issued to RareGen's members | 616,666 | ||||||
A&R SVB Warrants Initial Tranche | |||||||
Class of Warrant or Right, Outstanding (in shares) | 250,000 | 250,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 5.14 | $ 5.14 | |||||
SVB Warrant Initial Tranche | |||||||
Class of Warrant or Right, Outstanding (in shares) | 100,000 | 100,000 | 100,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 3.05 | $ 3.05 | $ 3.05 | $ 3.05 | |||
SVB Warrant - Term B and Term C Tranches | |||||||
Class of Warrant or Right, Outstanding (in shares) | 100,000 | 100,000 | 100,000 | ||||
Other Warrants | |||||||
Class of Warrant or Right, Outstanding (in shares) | 65,572 | 65,572 | 65,572 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.02 | $ 0.02 | $ 0.02 | ||||
Warrants to Purchase Common Stock | |||||||
Class of Warrant or Right, Exercised During Period (in shares) | 0 | 0 | |||||
Private Placement | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 8,626,037 | ||||||
Shares Issued, Price Per Share (in dollars per share) | $ 2.52 | ||||||
Proceeds from Issuance of Common Stock | $ 21.7 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | Jan. 03, 2022USD ($)shares | Jan. 01, 2022shares | Dec. 14, 2021shares | Nov. 11, 2021shares | Nov. 05, 2021shares | Dec. 31, 2020$ / sharesshares | Nov. 30, 2020shares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Jan. 25, 2022shares |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 2,457,702 | |||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 5.46 | |||||||||
Stock-based compensation expense | $ | $ 4,185 | $ 745 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 4.37 | $ 2.09 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares) | 143,297 | |||||||||
Restricted Stock Units (RSUs) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 409,569 | |||||||||
Vested (in shares) | 1,690 | |||||||||
Quarterly Bonus | ||||||||||
Total fair value of award | $ | $ 900,000 | |||||||||
Stock-based compensation expense | $ | $ 56,000 | |||||||||
Common Stock | ||||||||||
Share Price (in dollars per share) | $ / shares | $ 7.18 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares) | 143,048 | 281 | ||||||||
Chief Executive Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 2,000,000 | |||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 3 | |||||||||
Chief Executive Officer | Stock Options | ||||||||||
Modified stock-based compensation | $ | $ 2,900,000 | |||||||||
Chief Executive Officer | Quarterly Bonus | ||||||||||
Employment Agreement, Multiplier | $ | 931,745 | |||||||||
Chief Executive Officer | Second Tranche Option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 931,745 | |||||||||
Percent of Shares Vested and Exercisable on Closing Date of Change in Control | 100.00% | |||||||||
Chief Executive Officer | Share-based Payment Arrangement, Tranche One | Restricted Stock Units (RSUs) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 63,230 | |||||||||
Chief Executive Officer | Share-based Payment Arrangement, Tranche One | Stock Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 500,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||
Chief Executive Officer | Share-based Payment Arrangement, Tranche One | Second Tranche Option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 36 months | |||||||||
Chief Executive Officer | Share-based Payment Arrangement, Tranche Two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||
Chief Executive Officer | Share-based Payment Arrangement, Tranche Two | Restricted Stock Units (RSUs) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||||||
Vested (in shares) | 346,339 | |||||||||
Chief Executive Officer | Share-based Payment Arrangement, Tranche Two | Stock Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 375,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | |||||||||
Chief Executive Officer | Share-based Payment Arrangement, Tranche Three | Stock Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 500,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 36 months | |||||||||
The 2020 Plan | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,700,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Percent Annual Increase in Capital Shares Reserved for Future Issuance | 4.00% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares) | 2,091,509 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 189,008 | |||||||||
The 2018 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 682,687 | |||||||||
The 2016 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 135,574 | |||||||||
The 2004 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 93,467 | |||||||||
Inducement Plan 2022 | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 310,000 | |||||||||
Employee Stock Purchase Plan 2020 | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 594,983 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 85.00% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock-based compensation expense | $ 4,185 | $ 745 |
Research and Development Expense | ||
Stock-based compensation expense | 383 | 251 |
General and Administrative Expense | ||
Stock-based compensation expense | $ 3,802 | $ 494 |
Stock-Based Compensation - Unam
Stock-Based Compensation - Unamortized Compensation Expense (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Stock Options | |
Stock-based awards, unamortized expense | $ 13,720 |
Stock-based awards, weighted average remaining recognition period (Year) | 3 years 3 months 18 days |
Restricted Stock Units (RSUs) | |
Stock-based awards, unamortized expense | $ 2,357 |
Stock-based awards, weighted average remaining recognition period (Year) | 3 years 3 months 18 days |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Expected dividend yield | 0.00% | |
Risk-free interest rate, minimum | 1.46% | 0.62% |
Risk-free interest rate, maximum | 2.34% | 1.67% |
Expected Volatility, minimum | 90.00% | 93.00% |
Expected Volatility, maximum | 92.00% | 94.00% |
Minimum | ||
Expected life (years) (Year) | 6 years | 5 years 2 months 12 days |
Maximum | ||
Expected life (years) (Year) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Stock-Based Compensation - Fa_2
Stock-Based Compensation - Fair Value of Purchase Rights Granted to Employees Under the ESPP (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Expected dividend yield | 0.00% |
Employee Stock Purchase Plan 2020 | Employee Purchase Rights | |
Risk-free interest rate | 0.69% |
Expected volatility | 80.00% |
Expected life (years) | 6 months |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Stock-Based Compensation. | |
Outstanding, number of shares (in shares) | shares | 5,598,009 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 4.19 |
Granted, number of shares (in shares) | shares | 2,457,702 |
Granted, weighted average exercise price (in dollars per share) | $ / shares | $ 5.46 |
Exercised, number of shares (in shares) | shares | (143,297) |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 4.15 |
Cancelled, number of shares (in shares) | shares | (942,486) |
Cancelled, weighted average exercise price (in dollars per share) | $ / shares | $ 5.66 |
Outstanding, number of shares (in shares) | shares | 6,969,928 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 4.44 |
Outstanding, weighted average contractual term (Year) | 9 years |
Outstanding, aggregate intrinsic value | $ | $ 20,733 |
Exercisable, number of shares (in shares) | shares | 2,890,891 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 4.08 |
Exercisable, weighted average contractual term (Year) | 8 years 4 months 24 days |
Exercisable, aggregate intrinsic value | $ | $ 10,233 |
Vested and expected to vest, number of shares (in shares) | shares | 6,095,627 |
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ / shares | $ 4.40 |
Vested and expected to vest, weighted average contractual term (Year) | 8 years 10 months 24 days |
Vested and expected to vest, aggregate intrinsic value | $ | $ 18,576 |
Stock-Based Compensation - Nonv
Stock-Based Compensation - Nonvested RSU Awards Outstanding (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Nonvested, number (in shares) | shares | 15,204 |
Nonvested , weighted average grant date fair value (in dollars per share) | $ / shares | $ 3.31 |
Granted, number (in shares) | shares | 409,569 |
Granted , weighted average grant date fair value (in dollars per share) | $ / shares | $ 6.08 |
Vested , number (in shares) | shares | (1,690) |
Vested , weighted average grant date fair value (in dollars per share) | $ / shares | $ 3.31 |
Nonvested , number (in shares) | shares | 423,083 |
Nonvested , weighted average grant date fair value (in dollars per share) | $ / shares | $ 5.99 |
Revenue From Contracts With C_2
Revenue From Contracts With Customers (Details) - Sandoz - USD ($) $ in Millions | Aug. 01, 2018 | Mar. 31, 2022 |
Promotion Agreement, Payment | $ 20 | |
Percentage of Revenue from Promotion Agreement | 98.00% | |
Contract with Customer, Refund Liability | $ 0.5 |
Property, Plant and Equipment -
Property, Plant and Equipment - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Total property, plant and equipment | $ 18,600 | $ 18,600 |
Accumulated depreciation and amortization | (13,986) | (13,583) |
Property, Plant and Equipment, Net, Total | 4,614 | 5,017 |
Lab and build-to-suit equipment | ||
Total property, plant and equipment | 6,600 | 6,600 |
Office equipment | ||
Total property, plant and equipment | 19 | 19 |
Furniture and fixtures | ||
Total property, plant and equipment | 177 | 177 |
Computer equipment | ||
Total property, plant and equipment | 347 | 347 |
Leasehold improvements | ||
Total property, plant and equipment | $ 11,457 | $ 11,457 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment | ||
Depreciation, Depletion and Amortization, Nonproduction, Total | $ 0.4 | $ 0.5 |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Income Taxes | |
Income Tax Expense (Benefit), Total | $ 0 |
Leases, Commitments and Conti_3
Leases, Commitments and Contingencies (Details) | 3 Months Ended | ||
Mar. 31, 2022USD ($)ft² | Feb. 28, 2021 | Jan. 31, 2021 | |
Lessee, Finance Lease, Discount Rate | 6.50% | 7.50% | |
Maximum Net Sales Threshold As Basis For Payment Of Future Contingent Royalties | $ 1,500,000 | ||
Agreement With LGM Pharma, LLC | |||
Purchase Commitment, Remaining Minimum Amount Committed | $ 3,100,000 | ||
Expiration term of agreement | 5 years | ||
Minimum | |||
Lessee, Finance Lease, Remaining Lease Term | 24 months | ||
Maximum | |||
Lessee, Finance Lease, Remaining Lease Term | 48 months | ||
Primary Building in Morrisville, North Carolina | |||
Area of Real Estate Property (Square Foot) | ft² | 45,000 |
Leases, Commitments and Conti_4
Leases, Commitments and Contingencies - Lease Cost and Other (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total Lease Cost | $ 243 | $ 344 |
Weighted average remaining lease term, Operating leases | 4 years 7 months 6 days | |
Weighted average remaining lease term, Finance leases | 2 years 3 months 18 days | |
Weighted average discount rate, Operating leases | 10.30% | |
Weighted average discount rate, Finance leases | 6.50% | |
General and Administrative Expense | ||
Operating lease cost | $ 195 | 195 |
Amortization of lease assets | 38 | 144 |
Interest Expense | ||
Interest on lease liabilities | $ 10 | $ 5 |
Leases, Commitments and Conti_5
Leases, Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Operating Leases | |
2022 | $ 934 |
2023 | 1,283 |
2024 | 1,317 |
2025 | 1,356 |
2026 | 1,158 |
Total minimum lease payments | 6,048 |
Less: Interest | (1,226) |
Present value of lease liabilities | 4,822 |
Finance Leases | |
2022 | 251 |
2023 | 195 |
2024 | 115 |
2025 | 64 |
2026 | 0 |
Total minimum lease payments | 625 |
Less: Interest | (44) |
Present value of lease liabilities | 581 |
Total | |
2022 | 1,185 |
2023 | 1,478 |
2024 | 1,432 |
2025 | 1,420 |
2026 | 1,158 |
Total minimum lease payments | 6,673 |
Less: Interest | (1,270) |
Present value of lease liabilities | $ 5,403 |
Long-term Debt - Summary (Detai
Long-term Debt - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Long-Term Debt | ||
Long-term debt | $ 19,476 | $ 10,410 |
A&R Silicon Valley Bank Term Loan | ||
Long-Term Debt | ||
Long-term debt | $ 19,476 | |
Silicon Valley Bank Term Loan | ||
Long-Term Debt | ||
Long-term debt | $ 10,410 |
Long-term Debt - Terms (Details
Long-term Debt - Terms (Details) $ / shares in Units, $ in Thousands | Jan. 07, 2022USD ($)tranche$ / sharesshares | Mar. 01, 2021USD ($) | Feb. 26, 2021USD ($)$ / sharesshares | Jan. 31, 2022USD ($) | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares |
Long-Term Debt | |||||||
Loss on extinguishment of debt | $ 997 | $ 53 | |||||
Repayments of debt | 10,500 | 10,353 | |||||
Proceeds from Issuance of Long-term Debt, Total | 19,767 | 10,410 | |||||
Long-term Debt, Gross | $ 20,000 | ||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||
Warrants included in additional paid-in capital | $ 1,317 | 261 | |||||
Long-term debt, noncurrent | $ 19,476 | $ 10,410 | |||||
A&R SVB Warrants | |||||||
Long-Term Debt | |||||||
Warrants included in additional paid-in capital | $ 1,300 | ||||||
Gain (loss) extinguishment component | 700 | ||||||
Debt discount | $ 600 | ||||||
A&R SVB Warrants | SVB | |||||||
Long-Term Debt | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 125,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 5.14 | ||||||
Class of Warrant or Right, Additional Warrants Issued Under Loan Agreement | shares | 50,000 | ||||||
A&R SVB Warrants | Innovation | |||||||
Long-Term Debt | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 62,500 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 5.14 | ||||||
Class of Warrant or Right, Additional Warrants Issued Under Loan Agreement | shares | 25,000 | ||||||
A&R SVB Warrants | Innovation Credit | |||||||
Long-Term Debt | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 62,500 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 5.14 | ||||||
Class of Warrant or Right, Additional Warrants Issued Under Loan Agreement | shares | 25,000 | ||||||
SVB Warrant | |||||||
Long-Term Debt | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 200,000 | ||||||
SVB Warrant Initial Tranche | |||||||
Long-Term Debt | |||||||
Class of Warrant or Right, Number of Securities Vested (in shares) | shares | 100,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 3.05 | $ 3.05 | $ 3.05 | ||||
Class of Warrant or Right, Outstanding (in shares) | shares | 100,000 | 100,000 | |||||
SVB Warrant Term B and Term C Tranche | |||||||
Long-Term Debt | |||||||
Class of Warrant or Right, Outstanding (in shares) | shares | 100,000 | ||||||
A&R Silicon Valley Bank Term Loan | |||||||
Long-Term Debt | |||||||
Long-term debt, noncurrent | $ 19,400 | ||||||
A&R Silicon Valley Bank Term Loan | Maximum | |||||||
Long-Term Debt | |||||||
Debt Issuance Costs, Noncurrent, Net | 100 | ||||||
Pacific Western Bank Term Loan | |||||||
Long-Term Debt | |||||||
Repayments of Debt | $ 9,400 | ||||||
Pacific Western Bank Term Loan | Maximum | |||||||
Long-Term Debt | |||||||
Loss on extinguishment of debt | $ 100 | ||||||
Loan and Security Agreement with SVB | |||||||
Long-Term Debt | |||||||
Loss on extinguishment of debt | $ 1,000 | ||||||
Repayments of debt | $ 10,500 | ||||||
Silicon Valley Bank Term Loan | |||||||
Long-Term Debt | |||||||
Maximum Borrowing Capacity | $ 20,500 | ||||||
Term A Loan | |||||||
Long-Term Debt | |||||||
Debt Instrument, Face Amount | $ 10,500 | ||||||
Amended and Restated Loan and Security Agreement | |||||||
Long-Term Debt | |||||||
Debt Instrument, Final Payment Fees, Percentage | 5.00% | ||||||
Debt instrument, final payment | $ 185 | ||||||
A&R Silicon Valley Bank Term Loan | |||||||
Long-Term Debt | |||||||
Maximum Borrowing Capacity | $ 40,000 | ||||||
Number of Tranches in Debt Facility | tranche | 3 | ||||||
Interest rate threshold used in determining the floating interest rate at which interest accrues on the debt instrument | 7.25% | ||||||
Prime interest rate threshold used in determining the floating interest rate at which interest accrues on the debt instrument | 4.00% | ||||||
Amended and Restated Loan and Security Agreement Tranche One | |||||||
Long-Term Debt | |||||||
Proceeds from Lines of Credit | $ 20,000 | ||||||
Line of Credit Facility, Additional Borrowing Capacity | 5,000 | ||||||
Amended and Restated Loan and Security Agreement Tranche Two | |||||||
Long-Term Debt | |||||||
Maximum Borrowing Capacity | 7,500 | ||||||
Amended and Restated Loan and Security Agreement Tranche Three | |||||||
Long-Term Debt | |||||||
Maximum Borrowing Capacity | $ 7,500 | ||||||
Line of Credit Facility, Trailing Sales Period | 6 months | ||||||
Amount of net product sales required to be generated to trigger additional borrowing capacity | $ 27,500 |
Long-term Debt - SVB Warrant Fa
Long-term Debt - SVB Warrant Fair Value (Details) | Mar. 31, 2022USD ($)Y |
A&R SVB Warrants | Measurement Input, Risk Free Interest Rate | |
Long-Term Debt, Fair Value of Warrant | |
Warrants and Rights Outstanding, Measurement Input | 0.0176 |
A&R SVB Warrants | Measurement Input, Price Volatility | |
Long-Term Debt, Fair Value of Warrant | |
Warrants and Rights Outstanding, Measurement Input | 0.972 |
A&R SVB Warrants | Measurement Input, Expected Life | |
Long-Term Debt, Fair Value of Warrant | |
Warrants and Rights Outstanding, Measurement Input | Y | 10 |
SVB Warrant | Measurement Input, Risk Free Interest Rate | |
Long-Term Debt, Fair Value of Warrant | |
Warrants and Rights Outstanding, Measurement Input | $ | 0.0143 |
SVB Warrant | Measurement Input, Price Volatility | |
Long-Term Debt, Fair Value of Warrant | |
Warrants and Rights Outstanding, Measurement Input | $ | 0.908 |
SVB Warrant | Measurement Input, Expected Life | |
Long-Term Debt, Fair Value of Warrant | |
Warrants and Rights Outstanding, Measurement Input | Y | 10 |
Long-term Debt - Maturities (De
Long-term Debt - Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Scheduled annual maturities of long-term debt | ||
2024 | $ 10,000 | |
2025 | 10,000 | |
Thereafter | 0 | |
Total | 20,000 | |
Less: Unamortized discount, debt issuance costs and accretion | (524) | |
Long-term debt, noncurrent | $ 19,476 | $ 10,410 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Events. - Underwritten Public Offering - USD ($) $ / shares in Units, $ in Millions | Apr. 18, 2022 | Apr. 12, 2022 |
Subsequent Events | ||
Number of shares sold | 11,274,510 | |
Shares Issued, Price Per Share (in dollars per share) | $ 5.10 | |
Proceeds from Issuance of Common Stock | $ 53.7 | |
Caligan and Paul B. Manning | ||
Subsequent Events | ||
Value of shares sold | $ 11 | |
Caligan | ||
Subsequent Events | ||
Number of shares sold | 1,764,705 | |
Value of shares sold | $ 9 | |
Mr. Paul B. Manning | ||
Subsequent Events | ||
Number of shares sold | 392,156 | |
Value of shares sold | $ 2 |