Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 12, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity File Number | 1-11460 | ||
Entity Registrant Name | Brooklyn ImmunoTherapeutics, Inc. | ||
Entity Central Index Key | 0000748592 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 31-1103425 | ||
Entity Address, Address Line One | 10355 Science Center Drive, Suite 150, | ||
Entity Address, City or Town | San Diego | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92121 | ||
City Area Code | 212 | ||
Local Phone Number | 582-1199 | ||
Title of 12(b) Security | Common Stock, $0.005 par value | ||
Trading Symbol | BTX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 694 | ||
Entity Common Stock, Shares Outstanding | 57,451,937 | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | New York, NY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 16,985,000 | $ 1,630,000 |
Accounts receivable | 684,000 | 0 |
Prepaid expenses and other current assets | 1,097,000 | 102,000 |
Total current assets | 18,766,000 | 1,732,000 |
Property and equipment, net | 670,000 | 594,000 |
Right-of-use assets - operating leases | 2,567,000 | 2,093,000 |
Goodwill | 2,044,000 | 2,044,000 |
In-process research and development | 6,860,000 | 6,860,000 |
Investment in minority interest | 1,000,000 | 0 |
Security deposits and other assets | 522,000 | 453,000 |
Total assets | 32,429,000 | 13,776,000 |
Current liabilities: | ||
Accounts payable | 1,755,000 | 1,275,000 |
Accrued expenses | 1,249,000 | 1,051,000 |
Loans payable | 0 | 410,000 |
PPP loan, current | 0 | 116,000 |
Operating lease liabilities, current | 426,000 | 273,000 |
Other current liabilities | 247,000 | 0 |
Total current liabilities | 3,677,000 | 3,125,000 |
Contingent consideration | 19,930,000 | 20,110,000 |
Operating lease liabilities, non-current | 2,297,000 | 1,905,000 |
PPP loan, non-current | 0 | 194,000 |
Other liabilities | 23,000 | 23,000 |
Total liabilities | 25,927,000 | 25,357,000 |
Stockholders' and members' equity (deficit): | ||
Common stock, $0.005 par value, 100,000 shares authorized, 52,044 issued and outstanding at December 31, 2021; no shares issued and outstanding at December 31, 2020. | 260,000 | 0 |
Additional paid-in capital | 165,944,000 | 0 |
Accumulated deficit | (159,703,000) | (37,381,000) |
Total stockholders' and members' equity (deficit) | 6,502,000 | (11,581,000) |
Total liabilities and stockholders' and members' equity (deficit) | 32,429,000 | 13,776,000 |
Class A Membership Units [Member] | ||
Stockholders' and members' equity (deficit): | ||
Common units | 0 | 23,202,000 |
Class B Membership Units [Member] | ||
Stockholders' and members' equity (deficit): | ||
Common units | 0 | 1,400,000 |
Class C Membership Units [Member] | ||
Stockholders' and members' equity (deficit): | ||
Common units | 0 | 1,000,000 |
Common Units [Member] | ||
Stockholders' and members' equity (deficit): | ||
Common units | 0 | 198,000 |
Series A Preferred Stock [Member] | ||
Stockholders' and members' equity (deficit): | ||
Series A preferred stock, $0.005 par value, $156 liquidation preference, 156 shares authorized, issued and outstanding at December 31, 2021; no shares issued and outstanding at December 31, 2020 | $ 1,000 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders' and members' equity (deficit): | ||
Preferred stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Preferred stock, liquidation preference | $ 156 | $ 156 |
Preferred stock, shares authorized (in shares) | 156 | 156 |
Preferred stock, shares issued (in shares) | 156 | 0 |
Preferred stock, shares outstanding (in shares) | 156 | 0 |
Common stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Common stock, shares authorized (in shares) | 100,000 | 100,000 |
Common stock, shares issued (in shares) | 52,021 | 0 |
Common stock, shares outstanding (in shares) | 52,021 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 12,705,000 | $ 3,951,000 |
Acquired in-process research and development | 80,538,000 | 0 |
General and administrative | 14,724,000 | 3,297,000 |
Transaction costs | 5,765,000 | 0 |
Change in fair value of contingent consideration | (180,000) | 19,240,000 |
Total operating expenses | 113,552,000 | 26,488,000 |
Loss from operations | (113,552,000) | (26,488,000) |
Other expenses: | ||
Loss on sale of NTN assets | (9,648,000) | 0 |
Other income (expense), net | 899,000 | (43,000) |
Total other expenses, net | (8,749,000) | (43,000) |
Loss before income taxes | (122,301,000) | (26,531,000) |
Provision for income taxes | (5,000) | 0 |
Net loss | (122,306,000) | (26,531,000) |
Series A preferred stock dividend | (16,000) | 0 |
Net loss attributable to common stockholders | $ (122,322,000) | $ (26,531,000) |
Net loss per common share - basic (in dollars per share) | $ (2.82) | $ (1.51) |
Net loss per common share - diluted (in dollars per share) | $ (2.82) | $ (1.51) |
Weighted average number of shares outstanding - basic (in shares) | 43,306 | 17,588 |
Weighted average number of shares outstanding - diluted (in shares) | 43,306 | 17,588 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' AND MEMBERS' EQUITY (DEFICIT) - USD ($) | Membership Equity [Member]Class A [Member] | Membership Equity [Member]Class B [Member] | Membership Equity [Member]Class C [Member] | Membership Equity [Member]Common [Member] | Common Stock [Member] | Preferred Stock [Member]Series A Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | Series A Preferred Stock [Member] |
Balance at Dec. 31, 2019 | $ 18,178,000 | $ 1,400,000 | $ 1,000,000 | $ 107,000 | $ (10,942,000) | $ 9,743,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Implementation of new accounting principle | 0 | 0 | 0 | 0 | 92,000 | 92,000 | ||||
Stock based compensation | 0 | 0 | 0 | 91,000 | 0 | 91,000 | ||||
Sale of members' equity | 5,024,000 | 0 | 0 | 0 | 0 | 5,024,000 | ||||
Net loss | 0 | 0 | 0 | 0 | (26,531,000) | (26,531,000) | ||||
Balance at Dec. 31, 2020 | 23,202,000 | 1,400,000 | 1,000,000 | 198,000 | $ 0 | $ 0 | $ 0 | (37,381,000) | (11,581,000) | |
Balance (in shares) at Dec. 31, 2020 | 0 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Brooklyn rights offerings membership units | 10,500,000 | 0 | 0 | 0 | $ 0 | $ 0 | 0 | 0 | 10,500,000 | |
Elimination of Brooklyn's historical members' equity | (33,702,000) | (1,400,000) | (1,000,000) | (198,000) | 0 | 0 | 36,300,000 | 0 | 0 | |
Common stock to be retained by NTN stockholders | 0 | 0 | 0 | 0 | $ 8,000 | $ 0 | 8,170,000 | 0 | 8,178,000 | |
Common stock to be retained by NTN stockholders (in shares) | 1,514,000 | 0 | ||||||||
Issuance of Series A preferred stock retained by NTN stockholders | 0 | 0 | 0 | 0 | $ 0 | $ 1,000 | (1,000) | 0 | 0 | |
Issuance of Series A preferred stock retained by NTN stockholders (in shares) | 0 | 156,000 | ||||||||
Issuance of common stock to Brooklyn members | 0 | 0 | 0 | 0 | $ 195,000 | $ 0 | (195,000) | 0 | 0 | |
Issuance of common stock to Brooklyn members (in shares) | 38,924,000 | 0 | ||||||||
Issuance of common stock to Financial Advisor upon consummation of merger | 0 | 0 | 0 | 0 | $ 5,000 | $ 0 | 5,760,000 | 0 | 5,765,000 | |
Issuance of common stock to Financial Advisor upon consummation of merger (in shares) | 1,068,000 | 0 | ||||||||
Issuance of common stock from the exercise of stock options | 0 | 0 | 0 | 0 | $ 0 | $ 0 | 10,000 | 0 | 10,000 | |
Issuance of common stock from the exercise of stock options (in shares) | 1,000 | 0 | ||||||||
Issuance of common stock related to stock purchase agreement with Lincoln Park Capital Fund, LLC, net | 0 | 0 | 0 | 0 | $ 17,000 | $ 0 | 52,008,000 | 0 | 52,025,000 | |
Issuance of common stock related to stock purchase agreement with Lincoln Park Capital Fund, LLC, net (in shares) | 3,552,000 | 0 | ||||||||
Issuance of common stock in connection with the acquisition of Novellus, Inc. | 0 | 0 | 0 | 0 | $ 35,000 | $ 0 | 58,649,000 | 0 | 58,684,000 | |
Issuance of common stock in connection with the acquisition of Novellus, Inc. (in shares) | 7,022,000 | 0 | ||||||||
Cash dividends to Series A preferred stockholders | 0 | 0 | 0 | 0 | $ 0 | $ 0 | 0 | (8,000) | (8,000) | $ (8,000) |
Cash dividends to Series A preferred stockholders (in shares) | 0 | 0 | 202 | |||||||
Issuance of common stock in lieu of cash dividend to Series A convertible preferred stockholders | 0 | 0 | 0 | 0 | $ 0 | $ 0 | 8,000 | (8,000) | 0 | |
Issuance of common stock in lieu of cash dividend to Series A convertible preferred stockholders (in shares) | 0 | 0 | ||||||||
Forfeiture of unvested restricted stock | 0 | 0 | 0 | 0 | $ 0 | $ 0 | 0 | 0 | 0 | |
Forfeiture of unvested restricted stock (in shares) | (60,000) | 0 | ||||||||
Stock based compensation | 0 | 0 | 0 | 0 | $ 0 | $ 0 | 5,235,000 | 0 | 5,235,000 | |
Net loss | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (122,306,000) | (122,306,000) | |
Balance at Dec. 31, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 260,000 | $ 1,000 | $ 165,944,000 | $ (159,703,000) | $ 6,502,000 | |
Balance (in shares) at Dec. 31, 2021 | 52,021,000 | 156,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows used in operating activities: | ||
Net loss | $ (122,306,000) | $ (26,531,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 117,000 | 98,000 |
Stock-based compensation | 5,235,000 | 91,000 |
Amortization of right-to-use asset | 342,000 | 0 |
Transaction costs - shares to Financial Advisor | 5,765,000 | 0 |
Loss on sale of NTN assets | 9,648,000 | 0 |
Loss on disposal of fixed assets | 13,000 | 0 |
Gain on forgiveness of PPP loan | (310,000) | 0 |
Acquired in-process research and development | 80,538,000 | 0 |
Change in fair value of contingent consideration | (180,000) | 19,240,000 |
Changes in operating assets and liabilities: | ||
Account receivable | (659,000) | 0 |
Prepaid expenses and other current assets | (850,000) | (16,000) |
Security deposits and other non-current assets | (34,000) | (90,000) |
Accounts payable and accrued expenses | (485,000) | (930,000) |
Operating lease liability | (322,000) | 12,000 |
Other liabilities | 0 | 25,000 |
Net cash used in operating activities | (23,488,000) | (8,101,000) |
Cash flows used in investing activities: | ||
Purchase of property and equipment | (154,000) | (39,000) |
Purchase of NTN, net of cash acquired | 147,000 | 0 |
Purchase of Novellus, net of common stock issued and cash acquired | (22,854,000) | 0 |
Proceeds from the sale of NTN assets, net of cash disposed | 119,000 | 0 |
Net cash used in investing activities | (22,742,000) | (39,000) |
Cash flows provided by financing activities: | ||
Net proceeds of common stock issued to Lincoln Park | 52,025,000 | 0 |
Proceeds from sale of members' equity | 10,500,000 | 4,359,000 |
Proceeds from the exercise of stock options | 10,000 | 0 |
Proceeds from loans payable | 0 | 310,000 |
Repayment of NTN's PPP loan | (532,000) | 0 |
Principal payments on notes payable | (410,000) | 0 |
Dividends paid to Series A preferred shareholders | (8,000) | 0 |
Net cash provided by financing activities | 61,585,000 | 4,669,000 |
Net increase (decrease) in cash and cash equivalents | 15,355,000 | (3,471,000) |
Cash and cash equivalents at beginning of period | 1,630,000 | 5,101,000 |
Cash and cash equivalents at end of period | 16,985,000 | 1,630,000 |
Cash paid during the period for: | ||
Interest | 225,000 | 0 |
Income taxes | 1,000 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Issuance of common stock for Series A preferred stock dividend | 8,000 | 0 |
Issuance of common stock for business combination | 8,178,000 | 0 |
Issuance of common Stock for Novellus acquisition | 58,684,000 | 0 |
Forfeiture of unvested restricted stock | 0 | 0 |
Preferred shares issued in connection with reverse merger | 1,000 | 0 |
Initial measurement of ROU assets, net of tenant improvement allowance | 816,000 | 0 |
Initial measurement of operating lease liabilities | 866,000 | 0 |
Investor deposits for sale of members' equity | 0 | 666,000 |
Right of use assets obtained in exchange for new operating lease liabilities | $ 0 | $ 2,093,000 |
Organization and Description of
Organization and Description of Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Description of Business Operations [Abstract] | |
Organization and Description of Business Operations | 1) Organization and Description of Business Operations Brooklyn ImmunoTherapeutics Inc., a Delaware corporation (“Brooklyn” or the “Company”), together with its subsidiaries including Brooklyn ImmunoTherapeutics LLC (“Brooklyn LLC”), Novellus, Inc. (“Novellus”) and Novellus Therapeutics, Ltd. (“Novellus, Ltd.”), is a clinical stage biopharmaceutical company focused on exploring the role that cytokine, gene editing and cell therapy can have in treating patients with cancer, blood disorders and monogenic diseases. As used herein, the “Company” refers collectively to Brooklyn and its subsidiaries. On August 12, 2020, Brooklyn (then known as “NTN Buzztime, Inc.”), Brooklyn LLC and BIT Merger Sub, Inc., a wholly owned subsidiary of Brooklyn (the “Merger Sub”), entered into an agreement and plan of merger and reorganization (the “Merger Agreement”) pursuant to which, among other matters, Merger Sub merged with and into Brooklyn LLC, with Brooklyn LLC continuing as a wholly owned subsidiary of Brooklyn and as the surviving company of the merger (the “Merger”). The Merger closed on March 25, 2021. After the Merger, Brooklyn changed its name from “NTN Buzztime, Inc.” to “Brooklyn ImmunoTherapeutics, Inc.” The Merger was accounted for as a reverse acquisition, in which Brooklyn LLC was deemed the acquiring company for accounting purposes. On March 26, 2021, Brooklyn sold (the “Disposition”) its rights, title and interest in and to the assets relating to the business operated under the name “NTN Buzztime, Inc.” prior to the Merger to eGames.com Holdings LLC (“eGames.com”) in accordance with the terms of an asset purchase agreement dated September 18, 2020, as amended, between Brooklyn and eGames.com (the “Asset Purchase Agreement”). (See Note 4.) On July 16, 2021, Brooklyn and its newly formed, wholly owned subsidiary Brooklyn Acquisition Sub, Inc. entered into an agreement and plan of acquisition (the “Acquisition Agreement”) with (a) Novellus LLC, (b) Novellus (the sole equity holder of Novellus, Ltd. and, prior to the closing under the Acquisition Agreement, a wholly owned subsidiary of Novellus, LLC), and (c) a seller representative (the “Acquisition”), pursuant to which Brooklyn acquired Novellus and its subsidiary, Novellus, Ltd. As part of the Acquisition, Brooklyn also acquired 25.0% of the total outstanding equity interests of NoveCite, Inc. (“NoveCite”), a corporation focused on developing an allogeneic mesenchymal stem cell product for patients with acute respiratory distress syndrome, including from COVID-19. (See Note 4.) |
Liquidity and Capital Resources
Liquidity and Capital Resources | 12 Months Ended |
Dec. 31, 2021 | |
Liquidity and Capital Resources [Abstract] | |
Liquidity and Capital Resources | 2) Liquidity and Capital Resources The Company has incurred significant operating losses and has an accumulated deficit as a result of ongoing efforts to develop product candidates, including conducting clinical trials and providing general and administrative support for these operations. As of December 31, 2021, the Company had a cash balance of approximately $16,985,000 and an accumulated deficit of approximately $159,703,000. For the year ended December 31, 2021, the Company incurred a net loss of $122,306,000 and the Company used cash in operating activities of $23,488,000 (inclusive of $80,538,000 IPR&D expense related to the Acquisition, $9,648,000 related to the loss on sale of assets in the Disposition and $180,000 related to the change in fair value of contingent consideration). On April 26, 2021, Brooklyn entered into a common stock purchase agreement (the “First Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), which provided that Brooklyn could offer to Lincoln Park up to an aggregate of $20,000,000 of common stock over a 36-month period commencing after May 10, 2021, the date that a registration statement covering the resale of shares of common stock issued under the First Purchase Agreement was declared effective by the SEC. As of December 31, 2021, Brooklyn had issued and sold an aggregate of approximately 1,128,000 shares of common stock to Lincoln Park pursuant to the First Purchase Agreement, resulting in gross proceeds of $20,000,000. On May 26, 2021, Brooklyn entered into a second common stock purchase agreement (the “Second Purchase Agreement”) with Lincoln Park, which provides that Brooklyn may offer to Lincoln Park up to an aggregate of $40,000,000 of common stock over a 36-month period commencing after June 4, 2021, the date that a registration statement covering the resale of shares of common stock issued under the Second Purchase Agreement was declared effective by the SEC. As of December 31, 2021, Brooklyn had issued and sold an aggregate of approximately 2,424,000 shares of common stock to Lincoln Park pursuant to the Second Purchase Agreement, resulting in gross proceeds of approximately $34,106,000. On July 16, 2021, Brooklyn used approximately $22,854,000 of cash, net of cash acquired, as part of the purchase price of the Acquisition. Brooklyn issued common stock as the remaining portion of the purchase price of the Acquisition. On March 9, 2022, we consummated a private placement of equity resulting in net proceeds of approximately $11 million. See Note 17 for details. In connection with preparing its financial statements as of and for the year ended December 31, 2021, the Company’s management concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern because it does not expect to have sufficient cash or working capital resources to fund operations for the twelve-month period subsequent to the issuance date of these financial statements. The Company will need to raise additional capital, which could be through the remaining availability under the Second Purchase Agreement (to the extent the Company is permitted to use such agreement), public or private equity offerings, debt financings, corporate collaborations or other means. The Company may also seek governmental grants to support our clinical trials and preclinical trials.. The Company currently has no arrangements for such capital and no assurances can be given that it will be able to raise such capital when needed, on acceptable terms, or at all. The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. |
Basis of Accounting Presentatio
Basis of Accounting Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Accounting Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Accounting Presentation and Summary of Significant Accounting Policies | 3) Basis of Accounting Presentation and Summary of Significant Accounting Policies Basis of Accounting Presentation The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). All significant intercompany balances and transactions have been eliminated in consolidation. As described above, the Merger closed on March 25, 2021. The Merger was accounted for as a reverse acquisition, in which Brooklyn LLC was deemed the acquiring company for accounting purposes. Brooklyn LLC’s historical financial statements have replaced Brooklyn’s historical financial statements with respect to periods prior to the completion of the Merger (when Brooklyn operated under the name “NTN Buzztime, Inc.”). The Company retrospectively adjusted the weighted average shares used in determining loss per common share to reflect the conversion of the outstanding Class A units, Class B units, Class C units, and common units of Brooklyn LLC that converted into shares of Brooklyn’s common stock upon the Merger and to reflect the effect of a 2-to-1 Also as described above, the Acquisition closed on July 16, 2021. The Acquisition was accounted for as an asset acquisition, and substantially all of the value was attributed to in-process research and development (“IPR&D”), with the exception of the cash paid for the investment in NoveCite, which is being accounted for as an investment in equity securities. The IPR&D had no alternative future uses and no separate economic value from its originally intended purpose and was therefore expensed in the period the cost was incurred. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (a) the reported amounts of assets and liabilities; (b) disclosure of contingent assets and liabilities at the date of the consolidated financial statements; (c) the reported amounts of revenues and expenses during the reporting period and (d) the reported amount of the fair value of assets acquired in connection with business combinations. Actual results could differ from those estimates. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets and the contingent consideration liability. Cash and Cash Equivalents The Company classifies highly liquid investments with a remaining contractual maturity at date of purchase of three months or less as cash equivalents. The Company had no cash equivalents as of December 31, 2021 or 2020. Property and Equipment Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. Laboratory and manufacturing equipment are depreciated over an estimated useful life of seven years. Leasehold improvements are depreciated over the shorter of their estimated useful life, or the lease term. Computer equipment are depreciated over an estimated useful life of three years. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation of these assets are removed from the accounts and the resulting gain or losses are reflected in the results of operations. Expenditures for maintenance and repairs are charged to operations. Renewals and betterments are capitalized. Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in the acquisition of IRX Therapeutics, Inc. in November 2018 (the “IRX Acquisition”), which was accounted for as a business combination. Goodwill is not amortized but is tested for impairment annually, or if events occur or circumstances change that would reduce the fair value of a reporting unit below its carrying value. Because management evaluates the Company as a single reporting unit, goodwill is tested for impairment at the entity level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the entity is less than its carrying value. Such qualitative factors include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant events. If the entity does not pass the qualitative assessment, then the entity’s carrying value is compared to its fair value. Goodwill is considered impaired if the carrying value of the entity exceeds its fair value. IPR&D IPR&D assets represent the fair value assigned to technologies that were acquired in connection with the IRX Acquisition, which have not reached technological feasibility and have no alternative future use. IPR&D assets are considered to be indefinite lived until the completion or abandonment of the associated research and development projects. During the period that the IPR&D assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval, and the Company is able to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives beginning at that point in time. If development is terminated or abandoned, the Company may have a full or partial impairment charge related to the IPR&D assets, calculated as the excess of carrying value of the IPR&D assets over fair value. Impairment of Long-Lived Assets The Company reviews long-lived assets and certain identifiable assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. An impairment exists when the carrying value of the long-lived asset is not recoverable and exceeds its fair value. For the years ended December 31, 2021 and 2020, there were no qualitative factors that indicated it was more likely than not that the fair value of the long-lived assets exceeded the carrying value. Research and Development The Company expenses its research and development costs as incurred. Research and development expenses consist of costs incurred for company-sponsored research and development activities, as well as support for selected investigator-sponsored research. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred if the technology is not expected to have any alternative future uses other than the specific research and development project for which it was intended. IPR&D that is acquired through an asset acquisition (as opposed to a business combination) and has no alternative future uses and, therefore, no separate economic values, is expensed to research and development costs at the time the costs are incurred. The major components of research and development costs include preclinical study costs, clinical manufacturing costs, clinical study and trial expenses, insurance coverage for clinical trials, expensed licensed technology, expensed IPR&D, consulting, scientific advisors and other third-party costs, salaries and employee benefits, stock-based compensation expense, supplies and materials and allocations of various overhead costs related to our product development efforts. In the normal course of our business, the Company contracts with third parties to perform various clinical study and trial activities in the on-going development and testing of potential products. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Payments under the contracts depend on factors such as the achievement of certain events or milestones, the successful enrollment of patients, the allocation of responsibilities among the parties to the agreement, and the completion of portions of the clinical study or trial or similar conditions. Preclinical and clinical study and trial associated activities such as production and testing of clinical material require significant up-front expenditures. The Company anticipates paying significant portions of a study’s or trial’s cost before they begin and incurring additional expenditures as the study or trial progresses and reaches certain milestones. Income Taxes The Company records deferred tax liabilities and assets based on the differences between the consolidated financial statements carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse and established a valuation allowance when it was more likely than not that some portion or all of the deferred tax assets would not be realized. Income tax expense consists of the tax payable for the period and the change during the period in deferred tax assets and liabilities. Tax benefits from uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company has no material uncertain tax positions for any of the reporting periods presented. Earnings Per Share Basic and diluted loss per common share have been computed by dividing the losses applicable to common stock by the weighted average number of common shares outstanding. The Company’s basic and fully diluted earnings per share (“EPS”) calculation are the same since the increased number of shares that would be included in the diluted calculation from assumed exercise of common stock equivalents would be anti-dilutive to the net loss in each of the years shown in the consolidated financial statements. Segment Reporting In accordance with ASC No. 280, Segment Reporting Concentration of Credit Risk The Company maintains its cash balances in financial institutions located in the United States. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At times, the Company’s cash balances may be uninsured for deposit accounts that exceed the FDIC insurance limit. In the Company’s business, vendor concentrations could be indicative of vulnerabilities in the Company’s supply chain, which could ultimately impact the Company’s ability to continue its research and development activities. For the years ended December 31, 2021 and 2020, there was no vendor concentration related to the Company’s research and development activities. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between willing market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: • Level 1 Inputs – Valued based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 Inputs – Valued based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. • Level 3 Inputs – Valued based on inputs for which there is little or no market value, which require the reporting entity to develop its own assumptions. The carrying amounts reported on the balance sheet for cash and cash equivalents, accounts receivable, prepaid assets and other current assets, accounts payable and accrued expenses, other current liabilities and other liabilities approximate fair value based due to their short maturities. The carrying value of loans payable approximates its fair market value because the effective yield on this debt, which includes contractual interest rates as well as other finance charges, is comparable to rates of returns for instruments of similar credit risk. Leases The Company adopted ASC Topic 842, Leases, Operating lease liabilities represent the present value of lease payments not yet paid. ROU assets represent the Company’s right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepaid or accrued lease payments, initial direct costs, lease incentives and impairment of operating lease assets. If the interest rate implicit in the lease is not readily determinable, the Company uses the incremental borrowing rates based on the information available at the lease commencement date in determining the present value of lease payments. To determine the present value of lease payments not yet paid, the Company estimates secured borrowing rates corresponding to the maturities of the leases. The Company has elected the practical expedient to not separate non-lease components from the lease components to which they relate and instead account for each as a single lease component for all underlying asset classes. Some leasing arrangements require variable payments that are dependent on usage or may vary for other reasons, such as payments for insurance, tax payments and other miscellaneous costs. The variable portion of lease payments is not included in the ROU assets or lease liabilities. Rather, variable payments, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred and are included in lease expenses. Accordingly, all expenses associated with a lease contract are accounted for as lease expenses. Commitment and Contingencies The Company follows ASC No.450-20, Loss Contingencies Stock-Based Compensation The Company recognizes stock-based compensation expense for equity awards granted to employees, directors and certain consultants. The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The fair value of stock options granted is recognized as expense over the requisite service period. Stock-based compensation expense for share-based payment awards is recognized using the straight-line single-option method. Recent Accounting Standards In May 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842) – Lessors - Certain Leases with Variable Lease Payments, |
Merger, Disposition and Acquisi
Merger, Disposition and Acquisition Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Merger, Disposition and Acquisition Transactions [Abstract] | |
Merger, Disposition and Acquisition Transactions | 4) Merger, Disposition and Acquisition Transactions Merger On August 12, 2020, Brooklyn, Brooklyn LLC and the Merger Sub entered into the Merger Agreement. The Merger closed on March 25, 2021. After the Merger, Brooklyn changed its name from “NTN Buzztime, Inc.” to “Brooklyn ImmunoTherapeutics, Inc.” The Merger was accounted for as a reverse acquisition, in which Brooklyn LLC was deemed the acquiring company for accounting purposes. Brooklyn LLC, as the accounting acquirer, recorded the assets acquired and liabilities assumed of Brooklyn in the Merger at their fair values as of the acquisition date. Brooklyn’s common stock trades on the NYSE American stock exchange under the ticker symbol “BTX”. Brooklyn LLC was determined to be the accounting acquirer based upon the terms of the Merger and other factors including that (i) Brooklyn LLC members, received common stock in the Merger that represented 96.35% of Brooklyn’s outstanding common stock on a fully diluted basis as of immediately after the Merger, (ii) all of the directors of Brooklyn immediately after the Merger were designated by Brooklyn LLC under the terms of the Merger Agreement and (iii) existing members of Brooklyn LLC’s management became the management of Brooklyn immediately after the Merger. At the closing of the Merger, all the outstanding membership interests of Brooklyn LLC converted into the right to receive an aggregate of approximately 39,992,000 shares of common stock, of which 1,068,000 shares were issued as compensation to Maxim Group LLC, Brooklyn LLC’s financial advisor (the “Financial Advisor”) for its services to Brooklyn LLC in connection with the Merger. The purchase price of $8,178,000, which represents the consideration transferred in the Merger to stockholders of Brooklyn immediately before the Merger, was calculated based on the closing price of $5.40 per share for approximately 1,514,000 shares common stock that those stockholders owned on March 25, 2021 immediately prior to the Merger because that represented a more reliable measure of the fair value of consideration transferred in the Merger. Under the acquisition method of accounting, the total purchase price has been allocated to the acquired tangible and intangible assets and assumed liabilities of Brooklyn based on their estimated fair values as of March 25, 2021, the Merger closing date. Because the consideration paid by Brooklyn LLC in the Merger is more than the estimated fair values of Brooklyn’s net assets deemed to be acquired, goodwill is equal to the difference of approximately $8,589,000, which has been calculated using the fair values of the net assets of Brooklyn as of March 25, 2021. The allocation of the estimated purchase price to the tangible and intangible assets acquired and liabilities deemed to be assumed from Brooklyn, based on their estimated fair values as of March 25, 2021, is as follows: Historical Balance Sheet of Brooklyn at March 25, 2020 Fair Value Adjustment to Brooklyn Pre-Merger Assets Purchase Price Allocation Pro Forma Adjustment Cash and cash equivalents $ 148,000 $ - $ 148,000 Accounts receivable 103,000 - 103,000 Prepaid expense and other current assets 329,000 - 329,000 Property and equipment, net 1,015,000 - 1,015,000 Software development costs 1,296,000 (368,000 ) 928,000 Customers - 548,000 548,000 Trade name - 299,000 299,000 Accounts payable, accrued liabilities and other current liabilities (3,781,000 ) - (3,781,000 ) Net assets acquired, excluding goodwill $ (890,000 ) $ 479,000 $ (411,000 ) Total consideration $ 8,178,000 Net assets acquired, excluding goodwill (411,000 ) Goodwill $ 8,589,000 Brooklyn LLC was obligated under the Merger Agreement to have $10,000,000 in cash and cash equivalents on its balance sheet at the effective time of the Merger. To ensure Brooklyn LLC had the required funds, certain beneficial holders of Brooklyn LLC’s Class A membership interests entered into contractual commitments to invest $10,000,000 into Brooklyn LLC immediately prior to the closing of the Merger. During March 2021, Brooklyn offered its Class A unit holders an additional 5% rights offering for an additional $500,000 to be raised by a rights offering. Brooklyn received funds from the rights offering between February 17, 2021 and April 5, 2021. Disposition On March 26, 2021, Brooklyn sold its rights, title and interest in and to the assets relating to the business it operated (under the name NTN Buzztime, Inc.) prior to the Merger to eGames.com in exchange for a purchase price of $2,000,000 and assumption of specified liabilities relating to that business. The sale was completed in accordance with the terms of the Asset Purchase Agreement. Details of the Disposition are as follows: Proceeds from sale: Cash $ 132,000 Escrow 50,000 Assume advance/loans 1,700,000 Interest on advance/loans 68,000 Carrying value of assets sold: Cash and cash equivalents (14,000 ) Accounts receivable (75,000 ) Prepaids and other current assets (124,000 ) Property and equipment, net (1,014,000 ) Software development costs (927,000 ) Customers (548,000 ) Trade name (299,000 ) Goodwill (8,589,000 ) Other assets (103,000 ) Liabilities transferred upon sale: Accounts payable and accrued expenses 113,000 Obligations under finance leases 17,000 Lease liability 26,000 Deferred revenue 55,000 Other current liabilities 149,000 Transaction costs (265,000 ) Total loss on sale of assets $ (9,648,000 ) Unaudited Pro Forma Disclosure The following unaudited pro forma financial information summarizes the results of operations for the years months ended December 31, 2021 and 2020 as if the Merger and the Disposition had been completed as of January 1, 2020. Pro forma information primarily reflects adjustments relating to the reversal of transaction costs. Assuming that the Merger and the Disposition had been completed as of January 1, 2020, the transaction costs would have been expensed in the prior period. Years ended December 31, 2021 2020 Net loss attributable to common stockholders $ (122,306,000 ) $ (26,547,000 ) Basic and diluted net loss per share attributable to common stockholders $ (2.82 ) $ (1.51 ) Acquisition On July 16, 2021, Brooklyn and Brooklyn Acquisition Sub, Inc. entered into the Acquisition Agreement. The Acquisition closed contemporaneously with the execution and delivery of the Acquisition Agreement. At the closing: • Brooklyn acquired all of the outstanding equity interests of Novellus, Inc. as the result of the merger of Brooklyn Acquisition Sub, Inc. with and into Novellus, Inc., following which, Novellus, Inc., as the surviving corporation, became Brooklyn’s wholly owned subsidiary and Novellus Ltd. became Brooklyn’s indirectly owned subsidiary; and • Brooklyn acquired 25.0% of the total outstanding equity interests of NoveCite. Brooklyn delivered consideration for the Acquisition totaling approximately $124,000,000, which consisted of (a) approximately $22,854,000 in cash, net of cash acquired, and (b) approximately 7,022,000 shares of common stock, which under the terms of the Acquisition Agreement were valued at a total of $102,000,000, based on a price of $14.5253 per share. The Acquisition Agreement contained customary representations, warranties and certain indemnification provisions. Approximately 741,000 of the shares issued as consideration were placed in escrow for a period of up to 12 months in order to secure indemnification obligations to Brooklyn under the Acquisition Agreement. The Acquisition Agreement also contains certain non-competition and non-solicitation provisions pursuant to which Novellus LLC agreed not to engage in certain competitive activities for a period of five years following the closing, including customary restrictions relating to employees. No employees of Novellus Ltd. or Novellus, Inc. prior to the Acquisition continued their employment, or were otherwise engaged by Brooklyn, following the Acquisition. In connection with the Acquisition, the co-founders of Novellus, Ltd. entered into lock-up agreements with respect to approximately 3,378,000 of the shares of common stock received in the Acquisition, and Brooklyn’s Chairman of the Board of Directors and its Chief Executive Officer and President entered into identical lock-up agreements with respect to their current holdings of Brooklyn stock. Each lock-up agreement extends for a period of three years, provided that up to 75% of the shares of common stock subject to the lock-up agreement may be released from the lock-up restrictions earlier if the price of common stock on the Nasdaq exceeds specified thresholds. The lock-up agreements include customary exceptions for transfers during the applicable lock-up period. The Company expects the Acquisition will advance its evolution into a platform company with a pipeline of next generation engineered cellular, gene editing and cytokine programs. In addition, the acquisition of Novellus, Ltd. builds on the License Agreement. (See Note 11). The completion of the acquisition of Novellus, Ltd. relieved Brooklyn LLC from potential obligations to pay Novellus, Ltd. certain upfront fees, clinical development milestone fees and post-registration royalties under the License Agreement. The agreement with Factor Bioscience Limited (“Factor”) under the License Agreement, which grants Brooklyn LLC exclusive rights to develop certain next-generation mRNA gene editing and cell therapy products, remained unchanged. Although Brooklyn acquired all of the outstanding equity interests of Novellus, Inc., the Company accounted for the Acquisition as an asset acquisition (as the assets acquired did not constitute a business as defined in Accounting Standards Codification (“ASC”) Topic 805, Business Combinations , Brooklyn paid $22,854,000 in cash, net of cash acquired, as part of the consideration for the Acquisition, of which $1,000,000 was paid in cash for the investment in NoveCite. Brooklyn also issued approximately 7,022,000 shares of the Company’s common stock, of which approximately 3,644,000 shares are unrestricted and 3,378,000 shares are subject to the three-year lockup. The unrestricted shares were valued at $10.05 per share, which was the closing price of Brooklyn’s common stock on July 16, 2021. The fair value of the restricted shares was discounted by approximately 35% to $6.53 per restricted share, which was derived from the average discount rate between the Black Scholes and Finnerty valuation models. The resulting fair value of the asset acquired is as follows: Fair Value of Consideration Cash paid $ 22,882,000 Cash acquired (28,000 ) Unrestricted shares 36,628,000 Restricted shares 22,056,000 Total fair value of consideration paid 81,538,000 Less amount of cash paid for NoveCite investment (1,000,000 ) Fair value of IPR&D acquired $ 80,538,000 IPR&D that is acquired through an asset purchase that has no alternative future uses and no separate economic values from its original intended purpose is expensed in the period the cost is incurred. Accordingly, the Company expensed the fair value of the IPR&D during the third quarter of 2021 in the amount of $80,538,000. Investment in NoveCite As a result of the Acquisition, Brooklyn acquired and currently owns 25% of NoveCite and Citius Pharmaceuticals, Inc. (“Citius”) owns the remaining 75%. A member of the Company’s management holds one of three board seats on NoveCite’s board of directors. Citius’ s officers and directors hold the other two board seats. Citius also retains the ability, in its sole discretion, to increase the size of the board of directors of NoveCite. Pursuant to a subscription agreement, as amended, between NoveCite and Novellus, LLC (the former parent of Novellus, Inc.), which was further amended and assigned to Brooklyn by Novellus, LLC upon the completion of the Acquisition, Citius has complete operational control and financial responsibility for NoveCite. Citrus’s officers are also the officers of NoveCite and oversee the business strategy and operations of NoveCite. Therefore, despite Brooklyn’s ownership of greater than 20% of NoveCite, which leads to a presumption that in the absence of predominant evidence to the contrary, an investor has the ability to exercise significant influence over an investee, Brooklyn does not exercise any significant influence over NoveCite or its board of directors. Brooklyn also has no contractual rights in the profits or obligations to share in the losses of NoveCite. Accordingly, the Company is accounting for its interest in NoveCite under ASC Topic 321, Investments – Equity Securities. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | 5) Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: • Level 1 Inputs – Valued based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 Inputs – Valued based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. • Level 3 Inputs – Valued based on inputs for which there is little or no market value, which require the reporting entity to develop its own assumptions. The following tables summarize the liabilities that are measured at fair value as of December 31, 2021 and 2020: As of December 31, 2021 Description Level 1 Level 2 Level 3 Liabilities: Contingent consideration - - $ 19,930,000 Total $ - $ - $ 19,930,000 As of December 31, 2020 Description Level 1 Level 2 Level 3 Liabilities: Contingent consideration - - $ 20,110,000 Total $ - $ - $ 20,110,000 The contingent consideration is related to an asset purchase agreement entered into between Brooklyn LLC and IRX Therapeutics (“IRX”) in connection with the IRX Acquisition, according to which, Brooklyn LLC is obligated to pay royalties to certain noteholders and shareholders of IRX based on future revenues from any future IRX-2 product sales. Contingent consideration for the IRX Acquisition was initially valued at the transaction price and is subsequently valued at the end of each reporting period using third-party valuation services or other market observable data. The third-party valuation services use industry standard valuation models, including discounted cash flow analysis, to determine the value. After completing its validation procedures as of December 31, 2021, the Company adjusted the carrying amount of its contingent consideration liabilities as follows: Year ended December 31, 2021 Balance as of beginning of period $ 20,110,000 Fair value adjustments included in operating expenses (180,000 ) Balance as of end of period $ 19,930,000 Contingent consideration is measured at fair value and is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions the Company believes would be made by a market participant. The Company assesses these estimates on an on-going basis as additional data impacting the assumptions is obtained. Future changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized within the statements of operations. Contingent consideration may change significantly as development progresses and additional data are obtained, impacting the Company’s assumptions regarding probabilities of successful achievement of related milestones used to estimate the fair value of the liability and the timing in which the milestones are expected to be achieved. In evaluating the fair value information, considerable judgment is required to interpret the market data used to develop the estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques could result in materially different fair value estimates. For purposes of this calculation, a royalty equal to 13% of revenue (consisting of the royalty due to University of South Florida and the royalty due to the collaborator) is assumed until 2029 and a royalty of 7% of revenues is assumed from 2030 to 2038. The post patent decline is 50% in the first year and 10% thereafter. Income taxes were projected to be 26% of net royalty savings. The cash flows were discounted by the liability specific weighted average cost of capital of 26% using the mid-point convention. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment [Abstract] | |
Property and Equipment | 6) Property and Equipment Property and equipment consist of the following: December 31, 2021 2020 Laboratory and manufacturing equipment $ 258,000 $ 300,000 Leasehold improvements 464,000 414,000 Computer equipment 154,000 - 877,000 714,000 Less: accumulated depreciation and amortization (207,000 ) (120,000 ) Property and equipment, net $ 670,000 $ 594,000 Depreciation expense totaled $117,000 and $98,000 for the years ended December 31, 2021 and 2020, respectively. No depreciation expense is recorded on fixed assets in process until such time as the assets are completed and are placed into service. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 7) Leases The Company has operating leases for office and laboratory space in the boroughs of Brooklyn and Manhattan in New York, New York, which expire in 2025 and 2026, respectively. In June 2021, the Company entered into an additional lease agreement to lease approximately 2,700 square feet of office and laboratory space in Cambridge, Massachusetts for approximately $56.00 per square foot annually. The lease provides for annual escalation of the base rent based on the year-over-year increase of the consumer price index, as well as the payment of other customary expenses, such as common area maintenance fees, property taxes, and insurance. Upon entering into this lease agreement, the Company paid a lease deposit of approximately $25,000. The Cambridge, Massachusetts lease expires in June 2028. See Note 17 for subsequent event information regarding the Company’s leases. The Company adopted ASC Topic 842, Leases, Operating lease liabilities represent the present value of lease payments not yet paid. ROU assets represent the Company’s right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepaid or accrued lease payments, initial direct costs, lease incentives and impairment of operating lease assets. As the rate implicit in the lease is not readily determinable, the Company used its incremental borrowing rates based on the information available at the lease commencement date in determining the present value of lease payments. To determine the present value of lease payments not yet paid, the Company estimates secured borrowing rates corresponding to the maturities of the leases. The Company has elected the practical expedient to not separate non-lease components from the lease components to which they relate and instead account for each as a single lease component for all underlying asset classes. Some leasing arrangements require variable payments that are dependent on usage or may vary for other reasons, such as payments for insurance, tax payments and other miscellaneous costs. The variable portion of lease payments is not included in the ROU assets or lease liabilities. Rather, variable payments, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred and are included in lease expenses. Accordingly, all expenses associated with a lease contract are accounted for as lease expenses. Operating leases are included in right of use assets - operating leases and operating lease liabilities, current and long-term, on the balance sheet. Lease expense for operating leases is recognized on a straight-line basis over the lease term and is included in general and administrative costs in the statements of operations. The Company recognizes operating lease expense and lease payments from the sublease on a straight-line basis in its statements of operations over the lease terms. During the years ended December 31, 2021 and 2020, the net operating lease expenses were as follows: Years ended December 31, 2021 2020 Operating lease expense $ 688,000 $ 591,000 Sublease income (84,000 ) (77,000 ) Variable lease expense 19,000 21,000 Total lease expense $ 623,000 $ 535,000 The tables below show the beginning balances of the operating ROU assets and lease liabilities as of January 1, 2021 and the ending balances as of December 31, 2021, including the changes during the period. Operating Lease ROU Assets Operating lease ROU assets at January 1, 2021 $ 2,093,000 Amortization of operating lease ROU assets (342,000 ) Addition of operating lease ROU assets 816,000 Operating lease ROU assets at December 31, 2021 $ 2,567,000 Operating Lease Liabilities Operating lease liabilities at January 1, 2021 $ 2,178,000 Principal payments on operating lease liabilities (321,000 ) Addition of operating lease liabilities 866,000 Operating lease liabilities at December 31, 2021 2,723,000 Less non-current portion 2,297,000 Current portion at December 31, 2021 $ 426,000 As of December 31, 2021, the Company’s operating leases had a weighted-average remaining life of 4.9 years with a weighted-average discount rate of 12.76%. The maturities of the operating lease liabilities are as follows: As of December 31 2022 $ 750,000 2023 767,000 2024 785,000 2025 802,000 2026 267,000 Thereafter 246,000 Total payments 3,617,000 Less imputed interest (894,000 ) Total operating lease liabilities $ 2,723,000 Sublease Agreement On April 18, 2019, the Company entered into a sublease agreement with Nezu Asia Capital Management, LLC (the “Tenant”), whereby the Tenant agreed to sublease approximately 999 square feet of space currently rented by the Company in the borough of Manhattan in New York, New York commencing on May 15, 2019. The term of this sublease expires on October 31, 2026 with no option to extend the sublease term. Rent payments provided by the Tenant under the sublease agreement began on September 1, 2019. The sublease agreement stipulates an annual rent increase of 2.25%. The Tenant is also responsible for paying to the Company all tenant energy costs, annual operating costs, and annual tax costs attributable to the subleased space during the term of the sublease. As of December 31, 2021 2022 $ 82,000 2023 84,000 2024 86,000 2025 88,000 2026 75,000 $ 415,000 The Company received sublease payments of approximately $83,000 and $79,000 during the years ended December 31, 2021 and 2020, respectively. In accordance with ASC Topic 842, the Company treats the sublease as a separate lease, as the Company was not relieved of the primary obligation under the original lease. The Company continues to account for the Manhattan lease as a lessee and in the same manner as prior to the commencement date of the sublease. The Company accounts for the sublease as a lessor of the lease. The sublease is classified as an operating lease, as it does not meet the criteria of a sale-type or direct financing lease. |
Goodwill and In-Process Researc
Goodwill and In-Process Research & Development | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and In-Process Research & Development [Abstract] | |
Goodwill and In-Process Research & Development | 8) Goodwill and In-Process Research & Development The Company recorded goodwill and IPR&D in the amount of $2,044,000 and $6,860,000, respectively, in connection with the IRX Acquisition in the year ended December 31, 2018. IPR&D assets are considered to be indefinite lived until the completion or abandonment of the associated research and development projects. In connection with the Acquisition, the Company expensed the fair value of the IPR&D it acquired in the amount of $80,538,000, as the Company determined there were no future alternative uses or separate economic values from its original intended purpose. (See Note 4.) |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 9) Accrued Expenses Accrued expenses consisted of the following: As of December 31, 2021 2020 Accrued compensation $ 656,000 $ 294,000 Accrued research and development expenses 222,000 207,000 Accrued general and administrative expenses 371,000 400,000 Accrued interest - 150,000 Total accrued expenses $ 1,249,000 $ 1,051,000 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt [Abstract] | |
Debt | 10) Debt Loans Payable In connection with the IRX Acquisition in 2018, Brooklyn LLC assumed certain notes payable (the “IRX Notes”) in the amount of $410,000. On January 27, 2020, the IRX Notes were amended to extend the maturity date to the earlier of (i) a change of control, as defined in the IRX Notes, and (ii) December 31, 2021. On December 31, 2021, the Company paid the outstanding $410,000 in principal plus accrued and unpaid interest of approximately $210,000 under the IRX Notes, and the Company has no further obligations thereunder. Payment Protection Program Loan Brooklyn LLC PPP Loan. On May 4, 2020, Brooklyn LLC issued a note in the principal amount of approximately $310,000 to Silicon Valley Bank evidencing a loan (the “Brooklyn LLC PPP Loan”) Brooklyn LLC received under the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act administered by the U.S. Small Business Administration (the “CARES Act”). Brooklyn LLC PPP Loan incurred interest at a rate of 1.0% per annum. Under the terms of the Cares Act, certain amounts of the Brooklyn LLC PPP Loan could be forgiven if they were used for qualifying expenses, as described in the CARES Act. In June 2021, Brooklyn LLC submitted its loan forgiveness application for the Brooklyn LLC PPP Loan, and in September 2021, the lender informed Brooklyn LLC that the U.S Small Business Administration approved the forgiveness of 100% of the outstanding principal and interest of the Brooklyn LLC PPP Loan. As of December 31, 2021, there was no outstanding principal balance of the Brooklyn LLC PPP Loan. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 11) Commitments and Contingencies Legal Matters The Company is involved in litigation and arbitrations from time to time in the ordinary course of business. Legal fees and other costs associated with such actions are expensed as incurred. In addition, the Company assesses the need to record a liability for litigation and contingencies. The Company reserves for costs relating to these matters when a loss is probable, and the amount can be reasonably estimated. Merger-Related Shareholder Litigation Brooklyn (then known as NTN Buzztime, Inc.) and its former directors were named as defendants in ten substantially similar actions arising out of the Merger that were brought by purported pre-Merger stockholders of Brooklyn: Henson v. NTN Buzztime, Inc., et al., No. 1:20-cv-08663-LGS (S.D.N.Y.); Monsour v. NTN Buzztime, Inc., et al., No. 1:20-cv-08755-LGS (S.D.N.Y.); Amanfo v. NTN Buzztime, Inc., et al., No. 1:20-cv-08747-LGS (S.D.N.Y.); Carlson v. NTN Buzztime, Inc., et al., No. 1:21-cv-00047-LGS (S.D.N.Y.); Finger v. NTN Buzztime, Inc., et al., No. 1:21-cv-00728-LGS (S.D.N.Y.); Falikman v. NTN Buzztime, Inc., et al., No. 1:20-cv-05106-EK-SJB (E.D.N.Y.); Haas v. NTN Buzztime, Inc., et al., No. 3:20-cv-02123-BAS-JLB (S.D. Cal.); Gallo v. NTN Buzztime, Inc., et al., No. 3:21-cv-00157-WQH-AGS (S.D. Cal.); Chinta v. NTN Buzztime, Inc., et al., No. 1:20-cv-01401-CFC (D. Del.); and Nicosia v. NTN Buzztime, Inc., et al., No. 1:21-cv-00125-CFC (D. Del.) (collectively, the “Stockholder Actions”). Only two of the Stockholder Actions (the Chinta and Nicosia cases) also named Brooklyn. These actions asserted claims alleging violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 14a-9 promulgated thereunder and both the Chinta and Nicosia cases alleged that Brooklyn LLC is a controlling person of Brooklyn. The complaints generally alleged that the defendants failed to disclose allegedly material information in a Form S-4 Registration Statement filed on October 2, 2020, including: (1) certain details regarding any projections or forecasts of Brooklyn or Brooklyn LLC may have made, and the analyses performed by Brooklyn’s financial advisor, Newbridge Securities Corporation; (2) conflicts concerning the sales process; and (3) disclosures regarding whether or not Brooklyn entered into any confidentiality agreements with standstill and/or “don’t ask, don’t waive” provisions. The complaints generally alleged that these purported failures to disclose rendered the Form S-4 false and misleading. The complaints requested: preliminary and permanent injunction of the Merger; rescission of the Merger if executed and/or rescissory damages in unspecified amounts; direction to the individual directors to disseminate a compliant Form S-4; an accounting by Brooklyn for all alleged damages suffered; a declaration that certain federal securities laws had been violated; and reimbursement of costs, including attorneys’ and expert fees and expenses. On or about February 26, 2021, in order to moot certain of the disclosure claims asserted in the Stockholder Actions, to avoid nuisance, potential expense, and delay, and to provide additional information to Brooklyn’s stockholders, Brooklyn determined to voluntarily supplement the Form S-4 with certain additional disclosures. In exchange for those disclosures, the plaintiffs in each of the Stockholder Actions agreed to voluntarily dismiss their claims. All ten actions have now been dismissed. Following the dismissal the parties amicably resolved plaintiffs’ counsel’s request for an award of attorneys’ fees and expenses based on the purported benefit contented to be conferred on Brooklyn’s stockholders as a result of the supplemental disclosures. Dhesh Govender v. Brooklyn Immunotherapeutics, LLC, et al., Index No. 650847/2021 (N.Y. Sup. Ct. N.Y. Cty. 2021) On or about February 5, 2021, Dhesh Govender, a former short-term consultant of Brooklyn LLC, filed a complaint against Brooklyn LLC and certain individuals that plaintiff alleges were directors of Brooklyn LLC. The complaint is captioned, Dhesh Govender v. Brooklyn Immunotherapeutics, LLC, et al., Index No. 650847/2021 (N.Y. Sup. Ct. N.Y. Cty. 2021). Plaintiff alleges that Brooklyn LLC and certain of its officers and directors (“defendants”) engaged in unlawful and discriminatory conduct based on race, national origin and hostile work environment. Plaintiff also asserts various breach of contract, fraud and quantum meruit claims based on an alleged oral agreement pursuant to which he alleges Brooklyn LLC agreed to hire him as an executive once the Merger was completed. In particular, plaintiff alleges that, in exchange for transferring an opportunity to obtain an agreement to acquire a license from Novellus for its mRNA-based gene editing and cell reprogramming technology to Brooklyn LLC, he was promised a $500,000 salary and 7% of the equity of Brooklyn LLC. Based on these and other allegations, plaintiff seeks damages of not less than $10 million, a permanent injunction enjoining Brooklyn LLC from exercising the option to acquire such license from Novellus or completing the proposed Merger. On or about February 19, 2021, an amended complaint was filed asserting the same causes of action but withdrawing the request for injunctive relief. On June 6, 2021, defendants filed a motion to compel arbitration or, in the alternative, for partial dismissal of the complaint for failure to state viable fraud, quantum meruit and employment discrimination claims. After obtaining extensions of time to respond, plaintiff opposed the defendants’ motion on August 9, 2021. The defendants filed their reply on September 3, 2021. The Court heard oral argument on the motion to compel arbitration and/or dismiss and the motion to seal on October 13, 2021. By Order dated November 10, 2021, the Court granted defendants’ motion to compel Govender to arbitrate all of his claims against them, based on the arbitration clause of his consulting agreement with Brooklyn LLC. Govender thereafter filed his Statement of Claim (the “Demand”) with the American Arbitration Association (“AAA”), Case No. 01-21-0017-9417, on December 15, 2021 against the same defendants, and served it on defendants’ counsel on February 3, 2022. In his Demand, Govender continues to assert statutory discrimination claims against all defendants, claims against Brooklyn LLC premised on the breach of an alleged oral promise to issue Govender 7% of the equity of Brooklyn LLC and to employ Govender at a $500,000 $100 million three-member arbitration panel. Carlson v. Allen Wolff, Michael Gottlieb, Richard Simtob, Susan Miller, and NTN Buzztime, Inc., C.A. No. 2021-0193-KSJM (Del. Ch. Ct.) On or about March 12, 2021, Douglas Carlson, a purported stockholder of Brooklyn (then known as NTN Buzztime, Inc.), filed a verified class action complaint against Brooklyn and its then current members of the board of directors, for allegedly breaching their fiduciary duties and violating Section 211(c) of the Delaware General Corporation Law. In particular, plaintiff seeks to compel the defendants to hold an annual stockholder meeting. Plaintiff also moved for summary judgment at the same time that he filed his complaint. In order to moot the claim addressed in the complaint, Brooklyn agreed to hold its annual meeting on June 29, 2021, which date was subsequently rescheduled to August 20, 2021. On or about May 6, 2021, the parties entered into a stipulation, which was “so ordered” by the court, extending defendants’ time to respond to the complaint and to file their answering brief in opposition to plaintiff’s motion for summary judgment on or before July 16, 2021 and providing that plaintiff’s reply brief in support of his motion for summary judgment is due on or before August 20, 2021. On or about July 12, 2021, the parties entered in a further amended scheduling order, which provided that defendants were to respond to the complaint and file their answering brief in opposition to plaintiff’s motion for summary judgment on or before September 16, 2021 and plaintiff was to file its reply brief in support of his motion for summary judgment on or before October 20, 2021. On August 20, 2021, Brooklyn convened its 2021 annual meeting. Due to the lack of a required quorum, the meeting was adjourned to September 3, 2021. Thereafter, Brooklyn obtained a quorum, and the annual meeting was held on September 3, 2021. On September 10, 2021, Brooklyn filed a report on Form 8-K with the SEC announcing the results of the annual meeting. On September 16, 2021, the parties filed a stipulation seeking voluntary dismissal of the complaint as moot. The Court entered the dismissal on September 16, 2021 with prejudice as to the named plaintiff and without prejudice as to other members of the purported class and retained jurisdiction for the purpose of determining any fee application to the extent it cannot be resolved amicably the parties. Thereafter, on or about November 12, 2022, the parties resolved plaintiff’s counsel’s request for an award of fees and expenses for the purported benefit that Carlson contended was received by stockholders as a result of his action. Robert Garfield Matter On April 29, 2021, Robert Garfield, a purported stockholder of Brooklyn, sent to Brooklyn a demand letter that had purportedly been sent to Brooklyn (then known as NTN Buzztime, Inc.) on or about March 16, 2021. The demand letter asserts that, Brooklyn (then known as NTN Buzztime, Inc.) made material misstatements in a prospectus issued in seeking a stockholder vote on March 15, 2021 with respect to an amendment to Brooklyn’s certificate of incorporation to increase the number of authorized shares from 15 million to 100 million. The demand letter seeks to have Brooklyn deem the amendment to the certificate of incorporation ineffective or seek valid stockholder approval of such amendment and for Brooklyn to implement internal controls. Brooklyn decided to seek stockholder ratification of the March 15, 2021 stockholder vote concerning an amendment to Brooklyn’s certificate of incorporation to increase the number of authorized shares from pursuant to Sections 204 of the Delaware General Corporation Law. Stockholder ratification was obtained at the annual meeting of stockholders that took place on September 3, 2021. As a result of the ratification, Garfield advised that the claims set forth in his demand letter were moot. The parties thereafter resolved Garfield’s counsel’s request for an award of attorney’s fees and expenses for the purported benefit that Garfield contented was received by stockholders as a result of the stockholder ratification. Edmund Truell Matter On May 14, 2021, Edmund Truell, a stockholder of Brooklyn, alleged that he sustained a loss because he was unable to sell shares of common stock timely due to a delay caused by Brooklyn’s issuance of stock certificates in lieu of electronic book entry. Emerald Private Equity Fund, LLC Matter By a letter dated July 7, 2021, Emerald Private Equity Fund, LLC (“Emerald”), a stockholder of Brooklyn, made a demand pursuant to 8 Del. C. 220 to inspect certain books and records of Brooklyn. The stated purpose of the demand is to investigate possible wrongdoing by persons responsible for the implementation of the Merger and the issuance of paper stock certificates, including investigating whether: (i) Brooklyn’s stock certificates were issued in accordance with the Merger Agreement; (ii) certain restrictions on the sale of Brooklyn common stock following the Merger were proper and applied without favor; (iii) anyone received priority in post-Merger issuances of Brooklyn’s stock certificates that allowed them to benefit from an increase in the trading price of Brooklyn’s common stock; and (iv) it should pursue remedial measures and/or report alleged misconduct to the SEC. Brooklyn has responded to the demand letter and has produced certain information to Emerald in connection with the demand, which is subject to the terms of a confidentiality agreement entered into among the parties, including certain additional stockholders who have subsequently joined as parties to such agreement (including Truell noted above). In October 2021, Emerald requested that Brooklyn produce additional information related to the authority, purpose and justification for the restriction imposed on the sale of Brooklyn common stock following the Merger and the timing of share delivery to Brooklyn stockholders, following which request Brooklyn agreed to produce certain additional information and emails relating to these topics. On March 30, 2022, counsel to Emerald advised the Company that it was prepared to file suit against the Company, certain current and former directors of the Company, and the Company’s financial advisor in connection with the Merger, on behalf of Emerald and a class of similarly situated stockholders with respect to some or all of the foregoing matters, alleging claims for breach of fiduciary duty, conversion and aiding and abetting breach of fiduciary duty. Emerald’s counsel has expressed a willingness to engage in private pre-suit early resolution discussions with the Company and its financial advisor on behalf of individual stockholders whom counsel represents in addition to Emerald; and the Company has agreed to respond to Emerald’s counsel by April 22, 2022. The Company can provide no assurance that such pre-suit early resolution discussions will be successful or that suit will not ultimately be filed against the Company, nor can the Company currently predict the outcome of any such suit, if filed. The Company intends to defend itself vigorously against any and all claims. Additionally, on April 7, 2022, the Company received a demand for indemnification from its financial advisor as it relates to the aforementioned potential lawsuit. John Westman v. Novellus, Inc., Christopher Rohde, and Matthew Angel, Civil Action No. 2181CV01949 (Middlesex County (Massachusetts) Superior Court) On or about September 7, 2021, John Westman, a former employee of Novellus, Inc. filed a Complaint in Middlesex County (Massachusetts) Superior Court against Novellus, Inc. and the company’s founders and former executives, Christopher Rohde and Matthew Angel (collectively, “Defendants”). Brooklyn acquired Novellus, Inc. on July 16, 2021. Mr. Westman’s claims relate to alleged conduct that took place before Brooklyn acquired Novellus, Inc. Pursuant to the July 16, 2021 Agreement and Plan of Acquisition, as well as a separate agreement among Brooklyn, Novellus, Inc., Mr. Rohde, and Mr. Angel, Mr. Rohde and Mr. Angel are essentially assuming the defense of and paying the fees associated with defending against these claims. To that end, on September 10, 2021, Morgan Lewis accepted service on behalf of all defendants. On December 24, 2021, Westman dismissed the case without prejudice so the parties could mediate the matter. The parties’ February 2022 mediation was unsuccessful, but Mr. Westman has not refiled suit. Licensing Agreements USF Brooklyn LLC has license agreements with University of South Florida Research Association, Inc. (“USF”), granting Brooklyn LLC the right to sell, market, and distribute IRX-2, subject to a 7% royalty payable to USF based on a percentage of gross product sales. Under the license agreement with USF, Brooklyn LLC is obligated to repay patent prosecution expenses incurred by USF. To date, Brooklyn LLC has not recorded any product sales, or obligations related to USF patent prosecution expenses. The license agreement terminates upon the expiration of the IRX-2 patents. Novellus, Ltd. and Factor In December 2020, Brooklyn LLC entered into option agreements (the “Option Agreements”) with Novellus, Ltd. and Factor (together, the “Licensors”) to obtain the right to exclusively license the Licensors’ intellectual property and mRNA cell reprogramming and gene editing technology for use in the development of certain cell-based therapies to be evaluated and developed for treating human diseases, including certain types of cancer, sickle cell disease, and beta thalassemia (the “Licensed Technology”). The option was exercisable before February 28, 2021 (or April 30, 2021 if the Merger had not closed by that date) and required Brooklyn LLC to pay a non-refundable option fee of $500,000 and then an initial license fee of $4,000,000 (including the non-refundable fee of $500,000) in order to exercise the option. In April 2021, Brooklyn LLC and the Licensors amended the Option Agreements to extend the exercise period to May 21, 2021 and to require Brooklyn, LLC to pay a total $1,000,000 of the $4,000,000 initial license fees to the Licensors by April 15, 2021. In April 2021, Brooklyn LLC and the Licensors entered into an exclusive license agreement (the “License Agreement”) pursuant to which Brooklyn LLC acquired an exclusive worldwide license to the Licensed Technology. Under the terms of the License Agreement, Brooklyn LLC is obligated to pay the Licensors a total of $4,000,000 in connection with the execution of the License Agreement, all of which had been paid as of June 30, 2021. The completion of the acquisition of Novellus, Ltd. relieved Brooklyn LLC from potential obligations to pay Novellus, Ltd. certain upfront fees, clinical development milestone fees and post-registration royalties under the License Agreement. The agreement with Factor under the License Agreement, which grants Brooklyn LLC exclusive rights to develop certain next-generation mRNA gene editing and cell therapy products, remained unchanged. Accordingly, Brooklyn LLC is obligated to pay to Factor a fee of $3,500,000 in October 2022, which will be in addition to a fee of $2,500,000 paid to Factor in October 2021. Brooklyn LLC is also required to use commercially reasonably efforts to achieve certain delineated milestones, including specified clinical development and regulatory milestones and specified commercialization milestones. In general, upon its achievement of these milestones, Brooklyn LLC will be obligated to pay, in the case of development and regulatory milestones, milestone payments to the Licensors in specified amounts and, in the case of commercialization milestones, specified royalties with respect to product sales, sublicense fees or sales of pediatric review vouchers. In the event Brooklyn LLC fails to timely achieve certain delineated milestones, the Licensors will have the right to terminate Brooklyn LLC’s rights under provisions of the License Agreement relating to those milestones. Novellus, Ltd. also has a license agreement with Factor, which was entered into in February 2015, amended in June 2018 and March 2020, and then amended and restated in November 2020. This license agreement provides for Novellus, Ltd. to use over 70 granted patents owned by Factor throughout the world covering synthetic mRNA, RNA-based gene editing, and RNA-based cell reprogramming, in addition to specific patents covering methods for treating specific diseases. There are also more than 60 pending patent applications throughout the world focused on these and other aspects of the technology. The patent coverage includes granted patents and pending patent applications in the United States, Europe, and Japan, along with other major life sciences markets. Novellus, Ltd. is required to use commercially reasonably efforts to achieve certain delineated milestones, including specified clinical development and regulatory milestones and specified commercialization milestones. In general, upon its achievement of these milestones, Novellus, Ltd. will be obligated, in the case of development and regulatory milestones, to make milestone payments of up to $51 million in aggregate to Factor and, in the case of commercialization milestones, specified royalties with respect to product sales, sublicense fees or sales of pediatric review vouchers. In the event Novellus, Ltd. fails to timely achieve certain delineated milestones, Factor may have the right to terminate Novellus, Ltd.’s rights under provisions of the License Agreement relating to those milestones. NoveCite In October 2020, Novellus, Ltd. (as sublicensor) and NoveCite (as sublicensee) entered into an exclusive license agreement (the “Sublicense”) to license novel cellular therapy for acute respiratory distress syndrome, which NoveCite is licensing from Factor. Under the sublicense agreement, NoveCite is required to use commercially reasonably efforts to achieve certain delineated milestones, including specified clinical development and regulatory milestones and specified commercialization milestones. In general, upon its achievement of these milestones, NoveCite will be obligated, in the case of development and regulatory milestones, to make milestone payments to the Novellus, Ltd. in specified amounts and, in the case of commercialization milestones, specified royalties with respect to product sales, sublicense fees or sales of pediatric review vouchers. Under the terms of the Sublicense, in the event that Novellus, Ltd. receives any revenue involving the original cell line included in the licensed technology, then Novellus, Ltd. shall remit to NoveCite 50% of such revenue. Royalty Agreements Collaborator Royalty Agreement Effective June 22, 2018, IRX terminated its Research, Development and Option Facilitation Agreement and its Options Agreement (the “RDO and Options Agreements”) with a collaborative partner (the “Collaborator”), pursuant to a termination agreement (the “Termination Agreement”). The Termination Agreement was assigned to Brooklyn, LLC in November 2018 when Brooklyn LLC acquired the assets of IRX. In connection with the Termination Agreement, all of the rights granted to the Collaborator under the RDO and Options Agreements were terminated, and Brooklyn LLC has no obligation to refund any payments received from the Collaborator. As consideration for entering into the Termination Agreement, the Collaborator will receive a royalty equal to 6% of revenues from the sale of IRX-2, for the period of time beginning with the first sale of IRX-2 through the later of (i) the twelfth anniversary of the first sale of IRX-2 or (ii) the expiration of the last IRX patent, or other exclusivity of IRX-2. Investor Royalty Agreement On March 22, 2021, Brooklyn LLC restated its royalty agreement with certain beneficial holders of Brooklyn ImmunoTherapeutics Investors GP LLC and Brooklyn ImmunoTherapeutics Investors LP, whereby such beneficial holders will continue to receive, on an annual basis, royalties in an aggregate amount equal to 4% of the net revenues of IRX-2, a cytokine-based therapy being developed by Brooklyn LLC to treat patients with cancer. Royalty Agreement with certain former IRX Therapeutics Investors On May 1, 2012, IRX Therapeutics entered into a royalty agreement (the “IRX Investor Royalty Agreement”) with certain investors who participated in a financing transaction. The IRX Investor Royalty Agreement was assigned to Brooklyn LLC in November 2018 when Brooklyn LLC acquired the assets of IRX. Pursuant to the IRX Investor Royalty Agreement, when Brooklyn LLC becomes obligated to pay royalties to USF under the agreement described above under “Licensing Agreements-USF,” it will pay an additional royalty of 1% of gross sales to an entity organized by the investors who participated in such financing transaction. There are no termination provisions in the IRX Investor Royalty Agreement. Brooklyn LLC has not recognized any revenues to date, and no royalties are due pursuant to any of the above-mentioned royalty agreements. |
Basic and Diluted Earnings per
Basic and Diluted Earnings per Common Share | 12 Months Ended |
Dec. 31, 2021 | |
Basic and Diluted Earnings per Common Share [Abstract] | |
Basic and Diluted Earnings per Common Share | 12) Basic and Diluted Earnings per Common Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration of potential common shares. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding plus potential common shares. Stock options, restricted stock units (“RSUs”), and other convertible securities are considered potential common shares and are included in the calculation of diluted net loss per share using the treasury method when their effect is dilutive. The following table shows the amount of stock options, RSUs and convertible preferred stock that were excluded from the computation of diluted net loss per common share for the year ended December 31, 2021, as their effect was anti-dilutive: Year ended December 31, 2021 Stock options 3,988,000 RSUs 240,000 Preferred stock converted into common stock 42,000 Total potential common shares excluded from computation 4,270,000 There were no stock options, RSUs or convertible preferred stock outstanding prior to the Merger to exclude from diluted net loss per common share for the year ended December 31, 2020. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 13) Stock-Based Compensation Equity Incentive Plans Brooklyn’s stock-based compensation plans consist of the Restated 2020 Equity Incentive Plan (the “Restated 2020 Plan”) and the 2021 Inducement Equity Incentive Plan (the “2021 Inducement Plan”). Brooklyn’s board of directors has designated its compensation committee as the administrator of the foregoing plans (the “Plan Administrator”). Among other things, the Plan Administrator selects persons to receive awards and determines the number of shares subject to each award and the terms, conditions, performance measures, if any, and other provisions of the award. At Brooklyn’s special meeting of stockholders held on March 15, 2021, the stockholders approved the 2020 Equity Incentive Plan (the “2020 Plan”), which provided for the issuance of up to approximately 3,369,000 shares of common stock. At Brooklyn’s annual meeting of stockholders held on September 3, 2021, the stockholders approved the Restated 2020 Plan, which provides for (1) an increase in the number of shares of common stock that can be issued under the Restated 2020 Plan by 5,116,000 to 8,485,000 shares of common stock in total and (2) an annual increase in the number of shares reserved for issuance on January 1 of each year from 2022 through 2031 equal to the lesser of (i) 5% of the number of shares of common stock outstanding on the immediately preceding December 31 and (ii) such smaller number of shares of common stock as may be determine by the board of directors (the “Annual Evergreen Shares”). No other provision of the 2020 Plan were amended. Based on the number of shares of common stock outstanding on December 31, 2021, the maximum increase to the number of Annual Evergreen Shares of common stock that can be issued under the Restated 2020 Plan in 2022 is approximately 2,601,000 shares. Awards under the Restated 2020 Plan may be granted to officers, directors, employees and consultants of the Company. Stock options granted under the Restated 2020 Plan may either be incentive stock options or nonqualified stock options, may have a term of up to ten years, and are exercisable at a price per share not less than the fair market value on the date of grant. As of December 31, 2021, there were approximately 320,000 stock options and 18,000 RSUs outstanding under the Restated 2020 Plan. In June 2019 Brooklyn adopted the 2019 Performance Incentive Plan (the “2019 Plan”), Upon the approval of the 2020 Plan, no future grants could be made under the 2019 Plan. As of December 31, 2021, all outstanding options under the 2019 Plan either had been exercised or had expired in accordance with the terms of the applicable award or the 2019 Plan. In May 2021, Brooklyn’s board of directors adopted the 2021 Inducement Plan, which provides for the grant of up to 1,500,000 share-based awards as material inducement awards to new employees in accordance with the employment inducement grant rules set forth in Section 711(a) of the NYSE American LLC Company Guide. The 2021 Inducement Plan expires in May 2031. As of December 31, 2021, there were approximately 443,000 nonqualified stock options and 222,000 RSUs outstanding under the 2021 Inducement Plan. Equity Awards Stock Options The Company records stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation. The Company estimates the fair value of each stock option award granted with service-based vesting requirements, using the Black-Scholes option pricing model. The Company recognizes the fair value of stock options granted as expense on a straight-line basis over the requisite service period. The risk-free rate is based on the observed interest rates appropriate for the expected life. The expected life (estimated period of time outstanding) of the stock options granted is estimated using the “simplified” method as permitted by the SEC’s Staff Accounting Bulletin No. 110, Share-Based Payment. Expected volatility is based on the Company’s historical volatility over the expected life of the stock option granted, and the Company assumes no dividends. Forfeitures are recognized as incurred. There were no stock options outstanding or granted during the year ended December 31, 2020. The following weighted-average assumptions were used for stock options granted during the year ended December 31, 2021: Year ended December 31, 2021 Weighted average risk-free rate 1.09 % Weighted average volatility 134.64 % Dividend yield 0 % Expected term 6.10 years The following table summarizes stock option activity for the year ended December 31, 2021: Outstanding Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding January 1, 2021 - $ - - $ - Granted 3,988,000 8.40 9.38 - Outstanding December 31, 2021 3,988,000 $ 8.40 9.38 $ - Options vested and exercisable at December 31, 2021 - $ - - $ - The per-share weighted average grant-date fair value of stock options granted during the year ended December 31, 2021 was $7.57. As of December 31, 2021, the unamortized stock-based compensation expense related to outstanding unvested options was approximately $21,915,000 with a weighted average remaining requisite service period of 3.30 years. The Company expects to amortize this expense over the remaining requisite service period of these stock options. Included in the 3,988,000 stock options granted during the year ended December 31, 2021, the Company issued two stock option grants to Howard J. Federoff, M.D., Ph.D. upon his appointment as the Company’s Chief Executive Officer and President. Dr. Federoff was granted a nonqualified stock option covering approximately 2,628,000 shares of common stock (the “Time-Based Option”). The Time-Based Option was granted at a per share exercise price equal to the closing price of the common stock on the NYSE American stock exchange on the date of grant. Of the shares covered by the Time-Based Option, 25% will vest on the one-year anniversary of the grant date, and the remaining shares will vest in substantially 36 equal monthly installments thereafter, so long as Dr. Federoff provides continuous service to the Company throughout the relevant vesting date. Dr. Federoff was also granted a performance-based nonqualified stock option covering approximately 597,000 shares of common stock (the “Milestone Option”). The Milestone Option was granted at a per share exercise price equal to the closing price of common stock on the NYSE American stock exchange on the date of grant, and its fair value is $4,288,738. The Milestone Option will fully vest upon the first concurrence by the U.S. Food and Drug Administration that a proposed investigation may proceed following review of a Company filed investigational new drug application in connection with that the License Agreement. This milestone is subject to Dr. Federoff’s continuous service with the Company through such vesting date. Both the Time-Based Option and the Milestone Option were granted outside the Company’s equity incentive plans discussed above. The unvested portion of the Time-Based Option and the Milestone Option will be cancelled upon the termination of Dr. Federoff’s employment with the Company for any reason, subject to certain vesting acceleration provisions upon a qualifying termination, as described in his employment agreement with the Company. Unless earlier terminated in accordance with their terms, each of the Time-Based Option and the Milestone Option will otherwise expire on the tenth anniversary of their respective grant date and be subject to the terms and conditions of the respective option agreement approved by the Company. Each of the Time-Based Option and the Milestone Option was intended to constitute an “employment inducement grant” in accordance with the employment inducement grant rules set forth in Section 711(a) of the NYSE American LLC Company Guide and was offered as an inducement material to Dr. Federoff in connection with his hiring. During the year ended December 31, 2021, there were 1,300 options exercised for total cash proceeds of $10,202. The options exercised had a total intrinsic value of $47,010. There were no options exercised during the year ended December 31, 2020. RSUs Outstanding RSUs are settled in an equal number of shares of common stock on the vesting date of the award. An RSU award is settled only to the extent vested. Vesting generally requires the continued employment or service by the award recipient through the respective vesting date. Because RSUs are settled in an equal number of shares of common stock without any offsetting payment by the recipient, the measurement of cost is based on the quoted market price of the stock at the measurement date, which is the grant date. There were no RSUs outstanding or granted during the year ended December 31, 2020. The following table summarizes RSU activity for the years ended December 31, 2021: Outstanding Restricted Stock Units Weighted Average Fair Value per Share January 1, 2021 - $ - Granted 240,000 13.80 December 31, 2021 240,000 $ 13.80 Balance expected to vest at December 31, 2021 - No RSUs vested during the year ended December 31, 2021. The Company recognizes the intrinsic value of RSUs granted as expense on a straight-line basis over the requisite service period. As of December 31, 2021, the unamortized stock-based compensation expense related to outstanding RSUs was approximately $2,935,000 with a weighted average remaining requisite service period of 3.51 years. The Company expects to amortize this expense over the remaining requisite service period of these stock options. Restricted Stock Pursuant to the Merger, Brooklyn LLC’s approximately 3,000 outstanding restricted common units were exchanged for approximately 630,000 shares of Brooklyn’s restricted common stock. There were no changes to any conditions and requirements of the restricted common stock. The shares vest quarterly beginning on March 31, 2021 and continuing through December 31, 2022. Due to the modification of the restricted common units, the fair value of the restricted common stock immediately after the Merger was compared to the fair value of the restricted common units immediately prior to the Merger, and the change in fair value of $250,000 was recognized in the statement of operations for year ended December 31, 2021. The Company recognizes the fair value of restricted common stock as an expense on a straight-line basis over the requisite service period. Stock-Based Compensation Expense Total stock-based compensation expense for the years ended December 31, 2021 and 2020 was approximately $5,235,000 and $91,000, respectively. Stock-based compensation is recorded in general and administrative expense and research and development expense in the statement of operations. |
Stockholders' and Members' Equi
Stockholders' and Members' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders and Members Equity (Deficit) [Abstract] | |
Stockholders and Members Equity (Deficit) | 14) Stockholders’ and Members’ Equity (Deficit) Equity Line Offerings On April 26, 2021, Brooklyn and Lincoln Park executed the First Purchase Agreement and a related registration rights agreement. Pursuant to the First Purchase Agreement, Brooklyn had the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park would be obligated to purchase, up to $20,000,000 of shares of Brooklyn’s common stock. Sales of common stock by Brooklyn were subject to certain limitations, and could occur from time to time, at Brooklyn’s sole discretion. For entering into the First Purchase Agreement, Brooklyn issued to Lincoln Park approximately 56,000 shares of common shares as consideration for Lincoln Park’s commitment to purchase up to $20,000,000 in shares of common stock. As of December 31, 2021, Brooklyn issued and sold to Lincoln Park approximately 1,128,000 shares of common stock under the First Purchase Agreement for gross proceeds of $20,000,000, and no further shares may be sold to Lincoln Park under the First Purchase Agreement. On May 26, 2021, Brooklyn executed the Second Purchase Agreement and a related registration rights agreement. Pursuant to the Second Purchase Agreement, Brooklyn has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park would be obligated to purchase, up to $40,000,000 of shares of Brooklyn’s common stock. Sales of common stock by Brooklyn are subject to certain limitations, and may occur from time to time, at Brooklyn’s sole discretion. In consideration of Lincoln Park’s entry Under the Second Purchase Agreement, the Company may direct Lincoln Park to purchase up to 60,000 shares of common stock on any business day (the “Regular Purchase”), which amount may be increased up to 120,000 shares based on the closing price of the common stock, provided that Lincoln Park’s maximum commitment in any single Regular Purchase may not exceed $2.0 million. The purchase price per share for each such Regular Purchase is based off of the common stock’s market immediately preceding the time of sale. The Second Purchase Agreement also prohibits Brooklyn from directing Lincoln Park to purchase any shares of common stock if those shares, when aggregated with all other shares of common stock then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park and its affiliates having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of common stock. Brooklyn has the right to terminate the Second Purchase Agreement at any time, at no cost or penalty. Actual sales of shares of common stock to Lincoln Park under the Second Purchase Agreements depend on a variety of factors to be determined by us from time to time, including, among others, market conditions, the trading price of the common stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. As of December 31, 2021, Brooklyn had issued and sold approximately 2,424,000 shares of common stock under the Second Purchase Agreement for total gross proceeds of approximately $34,106,000. As of December 31, 2021, there were approximately 446,000 shares remaining to be sold under the Second Purchase Agreement. Pursuant to the securities purchase agreement in respect of the PIPE Transaction, the Company is prohibited from issuing additional shares under the Section Purchase Agreement for a period of one-year immediately following the closing of the PIPE Transaction. Reverse Stock-Split On March 25, 2021, immediately prior to the Merger, Brooklyn filed an amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split. As a result of the reverse stock split, the number of issued and outstanding shares of common stock immediately prior to the reverse stock split was reduced into a smaller number of shares, such that every two shares of common stock held by a stockholder of Brooklyn immediately prior to the reverse stock split were combined and reclassified into one Immediately following the reverse stock split there were approximately 1,514,000 shares of common stock outstanding prior to the Merger. No fractional shares were issued in connection with the reverse stock split. Merger Under the terms of the Merger Agreement (see Notes 1 and 4), on March 25, 2021, Brooklyn issued shares of common stock to the equity holders of Brooklyn LLC. The 87,000 Class A units of Brooklyn LLC were converted into approximately 22,275,000 shares of common stock; the 15,000,000 Class B units were converted into approximately 2,515,000 shares of common stock; the 10,000,000 Class C units were converted into approximately 1,676,000 shares of common stock; approximately 630,000 shares of common units were converted into approximately 630,000 shares of common stock, and 10,500,000 rights options were converted into approximately 11,828,000 shares of common stock. Brooklyn also issued approximately 1,068,000 shares of common stock to the Financial Advisor pursuant to the Merger Agreement. Acquisition Under the terms of the Acquisition (see Notes 1 and 4), on July 16, 2021, Brooklyn issued approximately 7,022,000 shares of common stock, of which approximately 3,644,000 shares are unrestricted and approximately 3,378,000 shares are subject to a three-year lockup agreement, provided that up to 75% of the shares of common stock subject to the lock-up agreement may be released from the lock-up restrictions earlier if the price of common stock on the principal market for the common stock exceeds specified thresholds. Cumulative Convertible Preferred Stock As a result of the Merger, the Company has authorized 156,000 shares of preferred stock, all of which is designated as Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”), and all of which were issued and outstanding as of December 31, 2021. The Series A Preferred Stock provides for a cumulative annual dividend of $0.10 per share, payable in semi-annual installments in June and December. Dividends may be paid in cash or with shares of common stock. The Company paid approximately $8,000 in cash and issued approximately 202 shares of common stock for payment of dividends during the year ended December 31, 2021. The Series A Preferred Stock has no voting rights and has a $1.00 per share liquidation preference over common stock. The registered holder has the right at any time to convert shares of Series A Preferred Stock into that number of shares of common stock that equals the number of shares of Series A Preferred Stock that are surrendered for conversion divided by the conversion rate. At December 31, 2021, the conversion rate was 3.7016 and, based on that conversion rate, one share of Series A Convertible Preferred Stock would have converted into approximately 0.27 shares of common stock, and all the outstanding shares of the Series A Convertible Preferred Stock would have converted into approximately 42,000 shares of common stock in the aggregate. There were no conversions during the year ended December 31, 2021. There is no mandatory conversion term, date or any redemption features associated with the Series A Preferred Stock. The conversion rate will adjust under the following circumstances: 1. If the Company (a) pays a dividend or makes a distribution in shares of its common stock, (b) subdivides its outstanding shares of common stock into a greater number of shares, (c) combines its outstanding shares of common stock into a smaller number of shares, or (d) issues by reclassification of its shares of common stock any shares of its common stock (other than a change in par value, or from par value to no par value, or from no par value to par value), then the conversion rate in effect immediately prior to the applicable event will be adjusted so that the holders of the Series A Convertible Preferred Stock will be entitled to receive the number of shares of common stock which they would have owned or have been entitled to receive immediately following the happening of the event, had the Series A Convertible Preferred Stock been converted immediately prior to the record or effective date of the applicable event. 2. If the outstanding shares of the Company’s common stock are reclassified (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision, combination or stock dividend), or if the Company consolidates with or merge into another corporation and the Company is not the surviving entity, or if the Company sells all or substantially all of its property, assets, business and goodwill, then the holders of the Series A Convertible Preferred Stock will thereafter be entitled upon conversion to the kind and amount of shares of stock or other equity securities, or other property or assets which would have been receivable by such holders upon such reclassification, consolidation, merger or sale, if the Series A Convertible Preferred Stock had been converted immediately prior thereto. 3. If the Company issues common stock without consideration or for a consideration per share less than the then applicable Equivalent Preference Amount (as defined below), then the Equivalent Preference Amount will immediately be reduced to the amount determined by dividing (A) an amount equal to the sum of (1) the number of shares of common stock outstanding immediately prior to such issuance multiplied by the Equivalent Preference Amount in effect immediately prior to such issuance and (2) the consideration, if any, received by the Company upon such issuance, by (B) the total number of shares of common stock outstanding immediately after such issuance. The “Equivalent Preference Amount” is the value that results when the liquidation preference of one share of Series A Convertible Preferred Stock (which is $1.00) is multiplied by the conversion rate in effect at that time; thus the conversion rate applicable after the adjustment in the Equivalent Preference Amount as described herein will be the figure that results when the adjusted Equivalent Preference Amount is divided by the liquidation preference of one share of Series A Convertible Preferred Stock. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
Income Taxes | 15) Income Taxes Loss before income taxes consist of the following: Years ended December 31, 2021 2020 Domestic $ (122,296,000 ) $ (26,531,000 ) Foreign (5,000 ) - Total tax provision for income taxes $ (122,301,000 ) $ (26,531,000 ) For each of the years ended December 31, 2021 and 2020, current tax provisions and current deferred tax provisions were recorded as follows: Years ended December 31, 2021 2020 Current Tax Provision Federal $ - $ - State 5,000 - Foreign - - 5,000 - Deferred Tax Provision Federal (5,836,000 ) - State (1,433,000 ) (322,000 ) Foreign (1,000 ) - (7,270,000 ) (322,000 ) Change in valuation allowance 7,270,000 322,000 Total tax provision for income taxes $ 5,000 $ - Deferred tax assets and liabilities consist of the effects of temporary differences as shown in the table below. Deferred tax assets have been fully reserved by a valuation allowance since it is more likely than not that such tax benefits will not be realized. As of December 31, 2021 2020 Deferred Tax Assets: Net operating losses 5,454,000 747,000 Foreign net operating losses 595,000 - R&D credit carryforwards 288,000 - Stock compensation 1,312,000 - Vacation accrual 30,000 - Contingent consideration 5,171,000 - Deferred rent 40,000 - Total gross deferred tax assets 12,890,000 747,000 Valuation allowance (12,610,000 ) (747,000 ) Net deferred tax assets 280,000 - Deferred Tax Liabilities: Fixed assets (168,000 ) - Intangibles - goodwill (112,000 ) - Total deferred tax liabilities (280,000 ) - Net deferred taxes $ - $ - The reconciliation of computed expected income taxes to effective income taxes by applying the federal statutory rate of 21% as follows: As of December 31, 2021 2020 Tax at federal income tax rate 21.00 % 21.00 % State income tax, net of federal tax 1.17 - Non-deductible expenses/excludable items (16.33 ) - Pass-through loss - (19.79 ) Change in valuation allowance (5.94 ) (1.21 ) Credits 0.24 - Other (0.14 ) - Provision for income taxes 0.00 % 0.00 % The net increase in the total valuation allowance for the year ended December 31, 2021 was an increase of $11,863,000 of which $7,270,000 relates to the current year deferred expense and $4,593,000 relates to the purchase accounting related to the 2021 business combinations. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary difference become deductible. Management considered the scheduled reversal of deferred tax liabilities, projected future taxable income and planning strategies in making this assessment. Based on the level of historical operating results and projections for the taxable income for the future, management has determined that it is more likely than not that the deferred taxes assets will not be utilized. Accordingly, the Company has recorded a full valuation allowance. At December 31, 2021 and 2020 the Company has available net operating loss (“NOL”) carryforwards of approximately $20,679,000 and $0 for federal income tax purposes, respectively, of which $20,679,000 can be carried forward indefinitely. The Company has available $1,397,000 and $747,000 state NOLs for the years ended December 31, 2021 and 2020, respectively. The Company also has foreign NOL carryforwards of $4,759,000 and $0 for the years ended December 31, 2021 and 2020, respectively, which carry forward indefinitely. Section 382 of the Internal Revenue Code (“IRC”) imposes limits on the ability to use NOL carryforwards that existed prior to a change in control to offset future taxable income. Such limitations would reduce, potentially significantly, the gross deferred tax assets disclosed in the table above related to the NOL carryforwards. The Company continues to disclose the NOL carryforwards at their original amount in the table above as no potential limitation has been quantified. The Company has also established a full valuation allowance for all deferred tax assets, including the NOL carryforwards, since the Company could not conclude that it was more likely than not able to generate future taxable income to realize these assets. At December 31, 2021 and 2020 the Company has federal and state income tax credit carryforwards of approximately $288,000 and $0, respectively. The credits begin to expire in 2041. In accordance with authoritative guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company has no uncertain tax positions as of December 31, 2021 or December 31, 2020. The Company recognizes interest and penalties related to unrecognized tax positions within the income tax expense line in the accompanying consolidated statements of operations. There were no accrued interest and penalties associated with uncertain tax positions as of December 31, 2021 or December 31, 2020. The Company is subject to U.S. federal, state, and foreign income tax. Tthe Company’s income tax returns are subject to examination by the relevant taxing authorities. As of December 31, 2021, the 2018 – 2021 |
Retirement Savings Plan
Retirement Savings Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Savings Plan [Abstract] | |
Retirement Savings Plan | 16) Retirement Savings Plan The Company established a defined contribution plan, organized under Section 401(k) of the Internal Revenue Code, which allows employees to defer up to 90% of their pay on a pre-tax basis. The Company does not contribute a match to the employees’ contribution. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17) Subsequent Events Private Placement of Equity On March 6, 2022, the Company entered into a certain Securities Purchase Agreement (the “Purchase Agreement”) with an investor (the “PIPE Investor”) providing for the private placement (the “PIPE Transaction”) to a private investor (the “PIPE Investor”) of approximately 6,857,000 units (collectively, the “Units”), each Unit consisting of (i) one share of our common stock (or, in lieu thereof, one pre-funded warrant (the “Pre-Funded Warrants”) to purchase one share of common stock) and (ii) one warrant (the “Common Warrants”) to purchase one share of common stock, for an aggregate gross purchase price of approximately $12.0 million. The PIPE Transaction closed on March 9, 2022. Each Pre-Funded Warrant has an exercise price of $0.005 per share of common stock, was immediately exercisable and may be exercised at any time and has no expiration date and is subject to customary adjustments. The Pre-Funded Warrants may not be exercised if the aggregate number of shares of common stock beneficially owned by the holder thereof would exceed 9.99% immediately after exercise thereof. Each Common Warrant has an exercise price of $1.91 per share, becomes exercisable six months following the closing of the PIPE Transaction, and expires five-and-one-half years In connection with the PIPE Transaction, the Company and the PIPE Investor also entered into a registration rights agreement, dated March 6, 2022, pursuant to which the Company agreed to prepare and file a registration statement with the SEC no later than 15 days following the filing date of this Annual Report on Form 10-K to register the resale of the shares of common stock included in the Units and the shares of common stock issuable upon exercise of the Pre-Funded Warrants and the Common Warrants. The Company agreed to use its best efforts to have such registration statement declared effective as promptly as possible after the filing thereof, subject to certain specified penalties if timely effectiveness is not achieved. Reduction in Force On January 3, 2022, the Company completed a reduction in force (the “Reduction”), comprising eight employees (53% of our workforce at that time), effective January 3, 2022, which was the date on which the Company notified such employees of their termination. The Company believes the Reduction, which was approved by its Board of Directors, will enable the Company to better align its workforce with the needs of its business and focus more of its capital resources on the Company’s cell therapy and gene editing platform, as it continues to sustain its investment in the prosecution of IRX-2 through the end of the INSPIRE Phase 2B study. In connection with the Reduction, the Company estimates that it will incur approximately $500,000 for severance and termination-related costs, which the Company will record during the first quarter of 2022. The Company may also incur additional costs and non-cash charges that are not currently contemplated or determinable, which may occur as a result of the Reduction. Lease Assignment On March 5, 2022, the Company entered into an Agreement to Assign Space Lease with RegenLab USA LLC (“Regen”) pursuant to which the Company agreed to assign its Brooklyn, NY lease (the “Brooklyn Lease”) to Regen. The effective date of the assignment would be contingent upon, among other things, a consent from BioBat, Inc. (the “Landlord”) to assign the Brooklyn Lease. Additionally, Regen agreed to purchase certain equipment from the Company for $50,000, partly reimburse the Company $50,000 toward certain existing unamortized leasehold improvements, and to reimburse the Company for the existing security deposit the Company had under the Brooklyn Lease of approximately $63,000. On March 25, 2022, the Company entered into an Assignment and Assumption of Lease Agreement (the “Assignment Agreement”) with Regen, the consent of which was provided by the Landlord in the Assignment Agreement. The effective date of the assignment was March 28, 2022. Under the Assignment Agreement, Regen (i) accepts the assignment of the Brooklyn Lease; (ii) assumes all of the obligations, liabilities, covenants and conditions of the Company’s as tenant under the Brooklyn Lease; (iii) assumes and agrees to perform and observe all of the obligations, terms, requirements, covenants and conditions to be performed or observed by the Company under the Brooklyn Lease; and (iv) makes all of the representations and warranties binding under the Brooklyn Lease with the same force and effect as if Regens had executed the Brooklyn Lease originally as the tenant. Notwithstanding the above assumptions above by Regen, the Company shall be and remain liable and responsible for the due keeping, and full performance and observance, of all the provisions of the Brooklyn Lease on the part of the tenant to be kept, performed and observed. As a result of the Assignment Agreement, the Company will write off the remaining ROU asset balance and the corresponding lease liability as of March 25, 2022, and it will record any resulting gain or loss on the termination of the Brooklyn lease in its statement of operations. The Company does not expect to recognize a contingent liability for its ongoing obligation to remain liable and responsible for all the provisions of the Brooklyn Lease, as the Company has determined that it is not probable it will recognize a loss under the Assignment Agreement. New Lease Agreement On March 31, 2022, the Company entered into the Torrey Pines Science Center Lease in San Diego, California (the “San Diego Lease”) with Torrey Pines Science Center Limited Partnership for approximately 5,200 square feet of lab and office space. The term of the San Diego Lease is 62 months and the lease commencement date begins on the earlier to occur of (i) the date the Company first commences to conduct business in the premises or (ii) the possession date, which is anticipated to be August 1, 2022 (or earlier if the current tenant terminates its lease early). The lease commencement date was April 15 Base rent is $6.35 per square foot in the first year of the San Diego Lease, with a rent abatement for the second and third full months of the first year. The base rent will increase by approximately 3% on each anniversary of the lease commencement date. The Company is also required to pay its share of operating expenses and property taxes. The San Diego Lease provides for a one-time option to extend the lease term for an additional five years at the then fair rental value. |
Basis of Accounting Presentat_2
Basis of Accounting Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Accounting Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Accounting Presentation | Basis of Accounting Presentation The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). All significant intercompany balances and transactions have been eliminated in consolidation. As described above, the Merger closed on March 25, 2021. The Merger was accounted for as a reverse acquisition, in which Brooklyn LLC was deemed the acquiring company for accounting purposes. Brooklyn LLC’s historical financial statements have replaced Brooklyn’s historical financial statements with respect to periods prior to the completion of the Merger (when Brooklyn operated under the name “NTN Buzztime, Inc.”). The Company retrospectively adjusted the weighted average shares used in determining loss per common share to reflect the conversion of the outstanding Class A units, Class B units, Class C units, and common units of Brooklyn LLC that converted into shares of Brooklyn’s common stock upon the Merger and to reflect the effect of a 2-to-1 Also as described above, the Acquisition closed on July 16, 2021. The Acquisition was accounted for as an asset acquisition, and substantially all of the value was attributed to in-process research and development (“IPR&D”), with the exception of the cash paid for the investment in NoveCite, which is being accounted for as an investment in equity securities. The IPR&D had no alternative future uses and no separate economic value from its originally intended purpose and was therefore expensed in the period the cost was incurred. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (a) the reported amounts of assets and liabilities; (b) disclosure of contingent assets and liabilities at the date of the consolidated financial statements; (c) the reported amounts of revenues and expenses during the reporting period and (d) the reported amount of the fair value of assets acquired in connection with business combinations. Actual results could differ from those estimates. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets and the contingent consideration liability. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company classifies highly liquid investments with a remaining contractual maturity at date of purchase of three months or less as cash equivalents. The Company had no cash equivalents as of December 31, 2021 or 2020. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. Laboratory and manufacturing equipment are depreciated over an estimated useful life of seven years. Leasehold improvements are depreciated over the shorter of their estimated useful life, or the lease term. Computer equipment are depreciated over an estimated useful life of three years. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation of these assets are removed from the accounts and the resulting gain or losses are reflected in the results of operations. Expenditures for maintenance and repairs are charged to operations. Renewals and betterments are capitalized. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in the acquisition of IRX Therapeutics, Inc. in November 2018 (the “IRX Acquisition”), which was accounted for as a business combination. Goodwill is not amortized but is tested for impairment annually, or if events occur or circumstances change that would reduce the fair value of a reporting unit below its carrying value. Because management evaluates the Company as a single reporting unit, goodwill is tested for impairment at the entity level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the entity is less than its carrying value. Such qualitative factors include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant events. If the entity does not pass the qualitative assessment, then the entity’s carrying value is compared to its fair value. Goodwill is considered impaired if the carrying value of the entity exceeds its fair value. |
IPR&D | IPR&D IPR&D assets represent the fair value assigned to technologies that were acquired in connection with the IRX Acquisition, which have not reached technological feasibility and have no alternative future use. IPR&D assets are considered to be indefinite lived until the completion or abandonment of the associated research and development projects. During the period that the IPR&D assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval, and the Company is able to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives beginning at that point in time. If development is terminated or abandoned, the Company may have a full or partial impairment charge related to the IPR&D assets, calculated as the excess of carrying value of the IPR&D assets over fair value. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets and certain identifiable assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. An impairment exists when the carrying value of the long-lived asset is not recoverable and exceeds its fair value. For the years ended December 31, 2021 and 2020, there were no qualitative factors that indicated it was more likely than not that the fair value of the long-lived assets exceeded the carrying value. |
Research and Development | Research and Development The Company expenses its research and development costs as incurred. Research and development expenses consist of costs incurred for company-sponsored research and development activities, as well as support for selected investigator-sponsored research. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred if the technology is not expected to have any alternative future uses other than the specific research and development project for which it was intended. IPR&D that is acquired through an asset acquisition (as opposed to a business combination) and has no alternative future uses and, therefore, no separate economic values, is expensed to research and development costs at the time the costs are incurred. The major components of research and development costs include preclinical study costs, clinical manufacturing costs, clinical study and trial expenses, insurance coverage for clinical trials, expensed licensed technology, expensed IPR&D, consulting, scientific advisors and other third-party costs, salaries and employee benefits, stock-based compensation expense, supplies and materials and allocations of various overhead costs related to our product development efforts. In the normal course of our business, the Company contracts with third parties to perform various clinical study and trial activities in the on-going development and testing of potential products. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Payments under the contracts depend on factors such as the achievement of certain events or milestones, the successful enrollment of patients, the allocation of responsibilities among the parties to the agreement, and the completion of portions of the clinical study or trial or similar conditions. Preclinical and clinical study and trial associated activities such as production and testing of clinical material require significant up-front expenditures. The Company anticipates paying significant portions of a study’s or trial’s cost before they begin and incurring additional expenditures as the study or trial progresses and reaches certain milestones. |
Income Taxes | Income Taxes The Company records deferred tax liabilities and assets based on the differences between the consolidated financial statements carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse and established a valuation allowance when it was more likely than not that some portion or all of the deferred tax assets would not be realized. Income tax expense consists of the tax payable for the period and the change during the period in deferred tax assets and liabilities. Tax benefits from uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company has no material uncertain tax positions for any of the reporting periods presented. |
Earnings Per Share | Earnings Per Share Basic and diluted loss per common share have been computed by dividing the losses applicable to common stock by the weighted average number of common shares outstanding. The Company’s basic and fully diluted earnings per share (“EPS”) calculation are the same since the increased number of shares that would be included in the diluted calculation from assumed exercise of common stock equivalents would be anti-dilutive to the net loss in each of the years shown in the consolidated financial statements. |
Segment Reporting | Segment Reporting In accordance with ASC No. 280, Segment Reporting |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains its cash balances in financial institutions located in the United States. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At times, the Company’s cash balances may be uninsured for deposit accounts that exceed the FDIC insurance limit. In the Company’s business, vendor concentrations could be indicative of vulnerabilities in the Company’s supply chain, which could ultimately impact the Company’s ability to continue its research and development activities. For the years ended December 31, 2021 and 2020, there was no vendor concentration related to the Company’s research and development activities. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between willing market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: • Level 1 Inputs – Valued based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 Inputs – Valued based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. • Level 3 Inputs – Valued based on inputs for which there is little or no market value, which require the reporting entity to develop its own assumptions. The carrying amounts reported on the balance sheet for cash and cash equivalents, accounts receivable, prepaid assets and other current assets, accounts payable and accrued expenses, other current liabilities and other liabilities approximate fair value based due to their short maturities. The carrying value of loans payable approximates its fair market value because the effective yield on this debt, which includes contractual interest rates as well as other finance charges, is comparable to rates of returns for instruments of similar credit risk. |
Leases | Leases The Company adopted ASC Topic 842, Leases, Operating lease liabilities represent the present value of lease payments not yet paid. ROU assets represent the Company’s right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepaid or accrued lease payments, initial direct costs, lease incentives and impairment of operating lease assets. If the interest rate implicit in the lease is not readily determinable, the Company uses the incremental borrowing rates based on the information available at the lease commencement date in determining the present value of lease payments. To determine the present value of lease payments not yet paid, the Company estimates secured borrowing rates corresponding to the maturities of the leases. The Company has elected the practical expedient to not separate non-lease components from the lease components to which they relate and instead account for each as a single lease component for all underlying asset classes. Some leasing arrangements require variable payments that are dependent on usage or may vary for other reasons, such as payments for insurance, tax payments and other miscellaneous costs. The variable portion of lease payments is not included in the ROU assets or lease liabilities. Rather, variable payments, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred and are included in lease expenses. Accordingly, all expenses associated with a lease contract are accounted for as lease expenses. |
Commitment and Contingencies | Commitment and Contingencies The Company follows ASC No.450-20, Loss Contingencies |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes stock-based compensation expense for equity awards granted to employees, directors and certain consultants. The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The fair value of stock options granted is recognized as expense over the requisite service period. Stock-based compensation expense for share-based payment awards is recognized using the straight-line single-option method. |
Recent Accounting Standards | Recent Accounting Standards In May 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842) – Lessors - Certain Leases with Variable Lease Payments, |
Merger, Disposition and Acqui_2
Merger, Disposition and Acquisition Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Merger, Disposition and Acquisition Transactions [Abstract] | |
Tangible and Intangible Assets Acquired And Liabilities Assumed, Based on Estimated Fair Values | The allocation of the estimated purchase price to the tangible and intangible assets acquired and liabilities deemed to be assumed from Brooklyn, based on their estimated fair values as of March 25, 2021, is as follows: Historical Balance Sheet of Brooklyn at March 25, 2020 Fair Value Adjustment to Brooklyn Pre-Merger Assets Purchase Price Allocation Pro Forma Adjustment Cash and cash equivalents $ 148,000 $ - $ 148,000 Accounts receivable 103,000 - 103,000 Prepaid expense and other current assets 329,000 - 329,000 Property and equipment, net 1,015,000 - 1,015,000 Software development costs 1,296,000 (368,000 ) 928,000 Customers - 548,000 548,000 Trade name - 299,000 299,000 Accounts payable, accrued liabilities and other current liabilities (3,781,000 ) - (3,781,000 ) Net assets acquired, excluding goodwill $ (890,000 ) $ 479,000 $ (411,000 ) Total consideration $ 8,178,000 Net assets acquired, excluding goodwill (411,000 ) Goodwill $ 8,589,000 |
Disposition Details | On March 26, 2021, Brooklyn sold its rights, title and interest in and to the assets relating to the business it operated (under the name NTN Buzztime, Inc.) prior to the Merger to eGames.com in exchange for a purchase price of $2,000,000 and assumption of specified liabilities relating to that business. The sale was completed in accordance with the terms of the Asset Purchase Agreement. Details of the Disposition are as follows: Proceeds from sale: Cash $ 132,000 Escrow 50,000 Assume advance/loans 1,700,000 Interest on advance/loans 68,000 Carrying value of assets sold: Cash and cash equivalents (14,000 ) Accounts receivable (75,000 ) Prepaids and other current assets (124,000 ) Property and equipment, net (1,014,000 ) Software development costs (927,000 ) Customers (548,000 ) Trade name (299,000 ) Goodwill (8,589,000 ) Other assets (103,000 ) Liabilities transferred upon sale: Accounts payable and accrued expenses 113,000 Obligations under finance leases 17,000 Lease liability 26,000 Deferred revenue 55,000 Other current liabilities 149,000 Transaction costs (265,000 ) Total loss on sale of assets $ (9,648,000 ) |
Pro Forma Financial Information | The following unaudited pro forma financial information summarizes the results of operations for the years months ended December 31, 2021 and 2020 as if the Merger and the Disposition had been completed as of January 1, 2020. Pro forma information primarily reflects adjustments relating to the reversal of transaction costs. Assuming that the Merger and the Disposition had been completed as of January 1, 2020, the transaction costs would have been expensed in the prior period. Years ended December 31, 2021 2020 Net loss attributable to common stockholders $ (122,306,000 ) $ (26,547,000 ) Basic and diluted net loss per share attributable to common stockholders $ (2.82 ) $ (1.51 ) |
Fair Value of Asset Acquired | The resulting fair value of the asset acquired is as follows: Fair Value of Consideration Cash paid $ 22,882,000 Cash acquired (28,000 ) Unrestricted shares 36,628,000 Restricted shares 22,056,000 Total fair value of consideration paid 81,538,000 Less amount of cash paid for NoveCite investment (1,000,000 ) Fair value of IPR&D acquired $ 80,538,000 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value of Financial Instruments [Abstract] | |
Liabilities Measured at Fair Value | The following tables summarize the liabilities that are measured at fair value as of December 31, 2021 and 2020: As of December 31, 2021 Description Level 1 Level 2 Level 3 Liabilities: Contingent consideration - - $ 19,930,000 Total $ - $ - $ 19,930,000 As of December 31, 2020 Description Level 1 Level 2 Level 3 Liabilities: Contingent consideration - - $ 20,110,000 Total $ - $ - $ 20,110,000 |
Carrying Amount of Contingent Consideration Liabilities | Contingent consideration for the IRX Acquisition was initially valued at the transaction price and is subsequently valued at the end of each reporting period using third-party valuation services or other market observable data. The third-party valuation services use industry standard valuation models, including discounted cash flow analysis, to determine the value. After completing its validation procedures as of December 31, 2021, the Company adjusted the carrying amount of its contingent consideration liabilities as follows: Year ended December 31, 2021 Balance as of beginning of period $ 20,110,000 Fair value adjustments included in operating expenses (180,000 ) Balance as of end of period $ 19,930,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment [Abstract] | |
Schedule of Property, Equipment | Property and equipment consist of the following: December 31, 2021 2020 Laboratory and manufacturing equipment $ 258,000 $ 300,000 Leasehold improvements 464,000 414,000 Computer equipment 154,000 - 877,000 714,000 Less: accumulated depreciation and amortization (207,000 ) (120,000 ) Property and equipment, net $ 670,000 $ 594,000 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Net Operating Lease Expense | The Company recognizes operating lease expense and lease payments from the sublease on a straight-line basis in its statements of operations over the lease terms. During the years ended December 31, 2021 and 2020, the net operating lease expenses were as follows: Years ended December 31, 2021 2020 Operating lease expense $ 688,000 $ 591,000 Sublease income (84,000 ) (77,000 ) Variable lease expense 19,000 21,000 Total lease expense $ 623,000 $ 535,000 |
Operating Lease Right-of-use Assets and Liabilities | The tables below show the beginning balances of the operating ROU assets and lease liabilities as of January 1, 2021 and the ending balances as of December 31, 2021, including the changes during the period. Operating Lease ROU Assets Operating lease ROU assets at January 1, 2021 $ 2,093,000 Amortization of operating lease ROU assets (342,000 ) Addition of operating lease ROU assets 816,000 Operating lease ROU assets at December 31, 2021 $ 2,567,000 Operating Lease Liabilities Operating lease liabilities at January 1, 2021 $ 2,178,000 Principal payments on operating lease liabilities (321,000 ) Addition of operating lease liabilities 866,000 Operating lease liabilities at December 31, 2021 2,723,000 Less non-current portion 2,297,000 Current portion at December 31, 2021 $ 426,000 |
Maturities of Operating Lease Liabilities | The maturities of the operating lease liabilities are as follows: As of December 31 2022 $ 750,000 2023 767,000 2024 785,000 2025 802,000 2026 267,000 Thereafter 246,000 Total payments 3,617,000 Less imputed interest (894,000 ) Total operating lease liabilities $ 2,723,000 |
Future Lease Payments from Sublease Agreement | The Tenant is also responsible for paying to the Company all tenant energy costs, annual operating costs, and annual tax costs attributable to the subleased space during the term of the sublease. As of December 31, 2021 2022 $ 82,000 2023 84,000 2024 86,000 2025 88,000 2026 75,000 $ 415,000 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Accrued expenses consisted of the following: As of December 31, 2021 2020 Accrued compensation $ 656,000 $ 294,000 Accrued research and development expenses 222,000 207,000 Accrued general and administrative expenses 371,000 400,000 Accrued interest - 150,000 Total accrued expenses $ 1,249,000 $ 1,051,000 |
Basic and Diluted Earnings pe_2
Basic and Diluted Earnings per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Basic and Diluted Earnings per Common Share [Abstract] | |
Computation of Diluted Net Loss per Common Share | The following table shows the amount of stock options, RSUs and convertible preferred stock that were excluded from the computation of diluted net loss per common share for the year ended December 31, 2021, as their effect was anti-dilutive: Year ended December 31, 2021 Stock options 3,988,000 RSUs 240,000 Preferred stock converted into common stock 42,000 Total potential common shares excluded from computation 4,270,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock-Based Compensation [Abstract] | |
Weighted-Average Assumptions Used for Grants Issued | The following weighted-average assumptions were used for stock options granted during the year ended December 31, 2021: Year ended December 31, 2021 Weighted average risk-free rate 1.09 % Weighted average volatility 134.64 % Dividend yield 0 % Expected term 6.10 years |
Summarizes of Stock Option Activity | The following table summarizes stock option activity for the year ended December 31, 2021: Outstanding Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding January 1, 2021 - $ - - $ - Granted 3,988,000 8.40 9.38 - Outstanding December 31, 2021 3,988,000 $ 8.40 9.38 $ - Options vested and exercisable at December 31, 2021 - $ - - $ - |
Summarizes of RSU Activity | The following table summarizes RSU activity for the years ended December 31, 2021: Outstanding Restricted Stock Units Weighted Average Fair Value per Share January 1, 2021 - $ - Granted 240,000 13.80 December 31, 2021 240,000 $ 13.80 Balance expected to vest at December 31, 2021 - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
Loss before Income Taxes | Loss before income taxes consist of the following: Years ended December 31, 2021 2020 Domestic $ (122,296,000 ) $ (26,531,000 ) Foreign (5,000 ) - Total tax provision for income taxes $ (122,301,000 ) $ (26,531,000 ) |
Income Tax Provision | For each of the years ended December 31, 2021 and 2020, current tax provisions and current deferred tax provisions were recorded as follows: Years ended December 31, 2021 2020 Current Tax Provision Federal $ - $ - State 5,000 - Foreign - - 5,000 - Deferred Tax Provision Federal (5,836,000 ) - State (1,433,000 ) (322,000 ) Foreign (1,000 ) - (7,270,000 ) (322,000 ) Change in valuation allowance 7,270,000 322,000 Total tax provision for income taxes $ 5,000 $ - |
Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the effects of temporary differences as shown in the table below. Deferred tax assets have been fully reserved by a valuation allowance since it is more likely than not that such tax benefits will not be realized. As of December 31, 2021 2020 Deferred Tax Assets: Net operating losses 5,454,000 747,000 Foreign net operating losses 595,000 - R&D credit carryforwards 288,000 - Stock compensation 1,312,000 - Vacation accrual 30,000 - Contingent consideration 5,171,000 - Deferred rent 40,000 - Total gross deferred tax assets 12,890,000 747,000 Valuation allowance (12,610,000 ) (747,000 ) Net deferred tax assets 280,000 - Deferred Tax Liabilities: Fixed assets (168,000 ) - Intangibles - goodwill (112,000 ) - Total deferred tax liabilities (280,000 ) - Net deferred taxes $ - $ - |
Reconciliation of Computed Expected Income Taxes to Effective Income Taxes | The reconciliation of computed expected income taxes to effective income taxes by applying the federal statutory rate of 21% as follows: As of December 31, 2021 2020 Tax at federal income tax rate 21.00 % 21.00 % State income tax, net of federal tax 1.17 - Non-deductible expenses/excludable items (16.33 ) - Pass-through loss - (19.79 ) Change in valuation allowance (5.94 ) (1.21 ) Credits 0.24 - Other (0.14 ) - Provision for income taxes 0.00 % 0.00 % |
Organization and Description _2
Organization and Description of Business Operations (Details) | Jul. 16, 2021 |
NoveCite, INC. [Member] | |
Description of Business [Abstract] | |
Percentage of total outstanding equity interests | 25.00% |
Liquidity and Capital Resourc_2
Liquidity and Capital Resources (Details) - USD ($) | Mar. 09, 2022 | Jul. 16, 2021 | May 26, 2021 | Apr. 26, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Liquidity and Capital Resources [Abstract] | |||||||
Cash | $ 16,985,000 | $ 1,630,000 | |||||
Accumulated deficit | (159,703,000) | (37,381,000) | |||||
Net loss | (122,306,000) | ||||||
Net cash used in operating activities | (23,488,000) | (8,101,000) | |||||
IPR&D expense | 80,538,000 | 0 | |||||
Loss on sales of assets | (9,648,000) | 0 | |||||
Change in fair value of contingent consideration | (180,000) | 19,240,000 | |||||
Common stock to be purchased under common stock purchase agreement | 52,025,000 | 0 | |||||
Cash paid, net | 22,854,000 | $ 0 | |||||
Subsequent Event [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Net proceeds | $ 11,000,000 | ||||||
Novellus, Ltd. [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
IPR&D expense | $ 80,538,000 | $ 80,538,000 | |||||
Cash paid, net | $ 22,854,000 | ||||||
Lincoln Park [Member] | First Purchase Agreement [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Common stock to be purchased under common stock purchase agreement | $ 20,000,000 | ||||||
Common stock purchase agreement commencement period | 36 months | ||||||
Common stock issued and sold during period (in shares) | 1,128,000 | ||||||
Gross proceeds | $ 20,000,000 | ||||||
Lincoln Park [Member] | First Purchase Agreement [Member] | Maximum [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Common stock to be purchased under common stock purchase agreement | $ 20,000,000 | ||||||
Lincoln Park [Member] | Second Purchase Agreement [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Common stock purchase agreement commencement period | 36 months | ||||||
Common stock issued and sold during period (in shares) | 2,424,000 | ||||||
Gross proceeds | $ 34,106,000 | ||||||
Lincoln Park [Member] | Second Purchase Agreement [Member] | Maximum [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Common stock to be purchased under common stock purchase agreement | $ 40,000,000 |
Basis of Accounting Presentat_3
Basis of Accounting Presentation and Summary of Significant Accounting Policies, Basis of Accounting Presentation (Details) | Mar. 25, 2021 |
Basis of Presentation [Abstract] | |
Reverse stock splits (in shares) | 0.5 |
Basis of Accounting Presentat_4
Basis of Accounting Presentation and Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Basis of Accounting Presentat_5
Basis of Accounting Presentation and Summary of Significant Accounting Policies, Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Laboratory and Manufacturing Equipment [Member] | |
Property and Equipment [Abstract] | |
Estimated useful life | 7 years |
Computer Equipment [Member] | |
Property and Equipment [Abstract] | |
Estimated useful life | 3 years |
Basis of Accounting Presentat_6
Basis of Accounting Presentation and Summary of Significant Accounting Policies, Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2021Segments | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Merger, Disposition and Acqui_3
Merger, Disposition and Acquisition Transactions, Merger (Details) - USD ($) | Mar. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Merger Agreement [Abstract] | |||
Number of shares of common stock owned by stockholders immediately before the Merger (in shares) | 52,021,000 | 0 | |
Goodwill | $ 2,044,000 | $ 2,044,000 | |
NTN Buzztime, Inc [Member] | |||
Merger Agreement [Abstract] | |||
Percentage of outstanding common stock received by members and financial adviser | 96.35% | ||
Number of common stock issued in exchange of membership interests (in shares) | 39,992,000 | ||
Number of common stock issued as compensation for services (in shares) | 1,068,000 | ||
Purchase price | $ 8,178,000 | ||
Closing price of common stock (in dollars per share) | $ 5.40 | ||
Number of shares of common stock owned by stockholders immediately before the Merger (in shares) | 1,514,000 | ||
Goodwill | $ 8,589,000 |
Merger, Disposition and Acqui_4
Merger, Disposition and Acquisition Transactions, Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) | 1 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2021 | Mar. 25, 2021 | Dec. 31, 2020 | |
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Goodwill | $ 2,044,000 | $ 2,044,000 | ||
NTN Buzztime, Inc [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Cash and cash equivalents | $ 148,000 | |||
Accounts receivable | 103,000 | |||
Prepaid expense and other current assets | 329,000 | |||
Property and equipment, net | 1,015,000 | |||
Software development costs | 1,296,000 | |||
Accounts payable, accrued liabilities and other current liabilities | (3,781,000) | |||
Net assets acquired, excluding goodwill | (890,000) | |||
Total consideration | 8,178,000 | |||
Goodwill | 8,589,000 | |||
Cash and cash equivalents obligated to have under merger agreement | 10,000,000 | |||
Beneficial holders contractual commitments to invest | 10,000,000 | |||
Percentage of additional rights offering | 5.00% | |||
Proceeds from right offering | $ 500,000 | |||
NTN Buzztime, Inc [Member] | Customers [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangible assets | 0 | |||
NTN Buzztime, Inc [Member] | Trade Names [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangible assets | 0 | |||
NTN Buzztime, Inc [Member] | Fair Value Adjustment to Assets [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Cash and cash equivalents | 0 | |||
Accounts receivable | 0 | |||
Prepaid expense and other current assets | 0 | |||
Property and equipment, net | 0 | |||
Software development costs | (368,000) | |||
Accounts payable, accrued liabilities and other current liabilities | 0 | |||
Net assets acquired, excluding goodwill | 479,000 | |||
NTN Buzztime, Inc [Member] | Fair Value Adjustment to Assets [Member] | Customers [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangible assets | 548,000 | |||
NTN Buzztime, Inc [Member] | Fair Value Adjustment to Assets [Member] | Trade Names [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangible assets | 299,000 | |||
NTN Buzztime, Inc [Member] | Purchase Price Allocation Pro Forma Adjustment [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Cash and cash equivalents | 148,000 | |||
Accounts receivable | 103,000 | |||
Prepaid expense and other current assets | 329,000 | |||
Property and equipment, net | 1,015,000 | |||
Software development costs | 928,000 | |||
Accounts payable, accrued liabilities and other current liabilities | (3,781,000) | |||
Net assets acquired, excluding goodwill | (411,000) | |||
NTN Buzztime, Inc [Member] | Purchase Price Allocation Pro Forma Adjustment [Member] | Customers [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangible assets | 548,000 | |||
NTN Buzztime, Inc [Member] | Purchase Price Allocation Pro Forma Adjustment [Member] | Trade Names [Member] | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangible assets | $ 299,000 |
Merger, Disposition and Acqui_5
Merger, Disposition and Acquisition Transactions, Disposition (Details) - NTN Business [Member] | Mar. 26, 2021USD ($) |
Disposition [Abstract] | |
Sale of rights, title and interest in and to the assets relating to the business | $ 2,000,000 |
Proceeds from sale [Abstract] | |
Cash | 132,000 |
Escrow | 50,000 |
Assume advance/loans | 1,700,000 |
Interest on advance/loans | 68,000 |
Carrying value of assets sold [Abstract] | |
Cash and cash equivalents | (14,000) |
Accounts receivable | (75,000) |
Prepaids and other current assets | (124,000) |
Property and equipment, net | (1,014,000) |
Software development costs | (927,000) |
Goodwill | (8,589,000) |
Other assets | (103,000) |
Liabilities transferred upon sale [Abstract] | |
Accounts payable and accrued expenses | 113,000 |
Obligations under finance leases | 17,000 |
Lease liability | 26,000 |
Deferred revenue | 55,000 |
Other current liabilities | 149,000 |
Transaction costs | (265,000) |
Total loss on sale of assets | (9,648,000) |
Customers [Member] | |
Carrying value of assets sold [Abstract] | |
Intangible assets | (548,000) |
Trade Names [Member] | |
Carrying value of assets sold [Abstract] | |
Intangible assets | $ (299,000) |
Merger, Disposition and Acqui_6
Merger, Disposition and Acquisition Transactions, Pro forma Financial Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unaudited Pro Forma Financial Information [Abstract] | ||
Net loss attributable to common stockholders | $ (122,306,000) | $ (26,547,000) |
Basic net loss per share attributable to common stockholders (in dollars per share) | $ (2.82) | $ (1.51) |
Diluted net loss per share attributable to common stockholders (in dollars per share) | $ (2.82) | $ (1.51) |
Merger, Disposition and Acqui_7
Merger, Disposition and Acquisition Transactions, Acquisition (Details) - USD ($) | Jul. 16, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Acquisitions [Abstract] | ||||
Acquisition agreement | $ 5,765,000 | |||
Cash paid, net | 22,854,000 | $ 0 | ||
Acquired in-process research and development | $ 80,538,000 | $ 0 | ||
Novellus, Ltd. [Member] | ||||
Acquisitions [Abstract] | ||||
Business consideration | $ 124,000,000 | |||
Cash | $ 22,854,000 | |||
Acquisition of common stock (in shares) | 7,022,000 | |||
Acquisition agreement | $ 102,000,000 | |||
Share price (in dollars per share) | $ 14.5253 | |||
Escrow shares (in shares) | 741,000 | |||
Non-compete period | 5 years | |||
Each lock-up agreement extend term | 3 years | |||
Cash paid, net | $ 22,854,000 | |||
Lock-up period | 3 years | |||
Unrestricted shares, issued (in shares) | 3,644,000 | |||
Unrestricted shares, fair value per share (in dollars per share) | $ 10.05 | |||
Restricted shares, issued (in shares) | 3,378,000 | |||
Restricted shares, fair value per share (in dollars per share) | $ 6.53 | |||
Percentage of discount on fair value restricted shares | 35.00% | |||
Cash paid | $ 22,882,000 | |||
Cash acquired | (28,000) | |||
Unrestricted shares, value | 36,628,000 | |||
Restricted shares, value | 22,056,000 | |||
Total fair value of consideration paid | 81,538,000 | |||
Less amount of cash paid for NoveCite investment | (1,000,000) | |||
Acquired in-process research and development | $ 80,538,000 | $ 80,538,000 | ||
Novellus, Ltd. [Member] | Chairman of the Board of Directors, Chief Executive Officer and President [Member] | ||||
Acquisitions [Abstract] | ||||
Lock-up agreements common shares received in acquisition (in shares) | 3,378,000 | |||
Novellus, Ltd. [Member] | Maximum [Member] | ||||
Acquisitions [Abstract] | ||||
Period of escrow | 12 months | |||
Percentage of common stock subject to the lock-up agreement | 75.00% | |||
NoveCite, INC. [Member] | ||||
Acquisitions [Abstract] | ||||
Percentage of total outstanding equity interests | 25.00% |
Merger, Disposition and Acqui_8
Merger, Disposition and Acquisition Transactions, Investment in NoveCite (Details) | Jul. 16, 2021USD ($)BoardMember | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Investments [Abstract] | |||
Investment | $ 1,000,000 | $ 0 | |
NoveCite, INC. [Member] | |||
Investments [Abstract] | |||
Ownership percentage | 25.00% | ||
Number of board seats | BoardMember | 3 | ||
Investment | $ 1,000,000 | ||
NoveCite, INC. [Member] | Minimum [Member] | |||
Investments [Abstract] | |||
Ownership percentage | 20.00% | ||
NoveCite, INC. [Member] | Citius Pharmaceuticals, Inc. [Member] | |||
Investments [Abstract] | |||
Ownership percentage by Citius | 75.00% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments, Liabilities Measured at Fair Value (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | ||
Liabilities [Abstract] | ||
Fair value liabilities | $ 0 | $ 0 |
Level 1 [Member] | Contingent Consideration [Member] | ||
Liabilities [Abstract] | ||
Fair value liabilities | 0 | 0 |
Level 2 [Member] | ||
Liabilities [Abstract] | ||
Fair value liabilities | 0 | 0 |
Level 2 [Member] | Contingent Consideration [Member] | ||
Liabilities [Abstract] | ||
Fair value liabilities | 0 | 0 |
Level 3 [Member] | ||
Liabilities [Abstract] | ||
Fair value liabilities | 19,930,000 | 20,110,000 |
Level 3 [Member] | Contingent Consideration [Member] | ||
Liabilities [Abstract] | ||
Fair value liabilities | $ 19,930,000 | $ 20,110,000 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments, Carrying Amount of Contingent Consideration Liabilities (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Other liabilities contingent consideration [Abstract] | |
Assumed percentage of royalty revenue until 2029 | 13.00% |
Assumed percentage of royalty revenue from 2030 to 2038 | 7.00% |
Percentage of royalty revenue post patent decline for first year | 50.00% |
Percentage of royalty revenue post patent decline after year one | 10.00% |
Percentage of income taxes projected as royalty savings | 26.00% |
Percentage of weighted average cost of capital | 26.00% |
Level 3 [Member] | |
Other liabilities contingent consideration [Abstract] | |
Balance at beginning of period | $ 20,110,000 |
Balance at end of period | 19,930,000 |
Level 3 [Member] | Contingent Consideration [Member] | |
Other liabilities contingent consideration [Abstract] | |
Balance at beginning of period | 20,110,000 |
Fair value adjustment included in operating expenses | (180,000) |
Balance at end of period | $ 19,930,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment, Gross [Abstract] | ||
Property and equipment, gross | $ 877,000 | $ 714,000 |
Less: accumulated depreciation and amortization | (207,000) | (120,000) |
Property and equipment, net | 670,000 | 594,000 |
Depreciation expenses | 117,000 | 98,000 |
Laboratory and Manufacturing Equipment [Member] | ||
Property, Plant and Equipment, Gross [Abstract] | ||
Property and equipment, gross | 258,000 | 300,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Gross [Abstract] | ||
Property and equipment, gross | 464,000 | 414,000 |
Computer Equipment [Member] | ||
Property, Plant and Equipment, Gross [Abstract] | ||
Property and equipment, gross | $ 154,000 | $ 0 |
Leases, Operating Lease (Detail
Leases, Operating Lease (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)ft² | |
Leases [Abstract] | |
Operating lease area | 2,700 |
Annual rent (per square foot) | 56 |
Operating lease payments | $ | $ 25,000 |
Leases, Net Operating Lease Exp
Leases, Net Operating Lease Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net Operating Lease Expense [Abstract] | ||
Operating lease expense | $ 688,000 | $ 591,000 |
Sublease income | (84,000) | (77,000) |
Variable lease expense | 19,000 | 21,000 |
Total lease expense | $ 623,000 | $ 535,000 |
Leases, Operating Lease Right-o
Leases, Operating Lease Right-of-use Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Lease, Asset [Abstract] | ||
Operating lease ROU assets, Beginning | $ 2,093,000 | |
Amortization of operating lease ROU assets | (342,000) | $ 0 |
Addition of operating lease ROU assets | 816,000 | |
Operating lease ROU assets, Ending | 2,567,000 | 2,093,000 |
Operating Lease, Liability [Abstract] | ||
Operating lease liabilities, Beginning | 2,178,000 | |
Principal payments on operating lease liabilities | (321,000) | |
Addition of operating lease liabilities | 866,000 | |
Operating lease liabilities, Ending | 2,723,000 | 2,178,000 |
Less non-current portion | 2,297,000 | 1,905,000 |
Current portion | $ 426,000 | $ 273,000 |
Leases, Maturities of Operating
Leases, Maturities of Operating Lease Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Weighted Average Remaining Lease Term and Discount Rate [Abstract] | ||
Weighted average remaining lease term (years) | 4 years 10 months 24 days | |
Weighted average discount rate | 12.76% | |
Maturities of Operating Lease Liabilities [Abstract] | ||
2022 | $ 750,000 | |
2023 | 767,000 | |
2024 | 785,000 | |
2025 | 802,000 | |
2026 | 267,000 | |
Thereafter | 246,000 | |
Total payments | 3,617,000 | |
Less: Imputed interest | (894,000) | |
Total operating lease liabilities | $ 2,723,000 | $ 2,178,000 |
Leases, Sublease Agreement (Det
Leases, Sublease Agreement (Details) | Apr. 18, 2019Squarefeet | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Leases [Abstract] | |||
Currently rented area | Squarefeet | 999 | ||
Percentage of annual rent increase | 2.25% | ||
Future Lease Payments, Sublease Agreement [Abstract] | |||
2022 | $ 82,000 | ||
2023 | 84,000 | ||
2024 | 86,000 | ||
2025 | 88,000 | ||
2026 | 75,000 | ||
Total | 415,000 | ||
Sublease payments received | $ 83,000 | $ 79,000 |
Goodwill and In-Process Resea_2
Goodwill and In-Process Research & Development (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and In-Process Research & Development [Abstract] | ||
Goodwill | $ 2,044,000 | $ 2,044,000 |
In-process research and development | 6,860,000 | $ 6,860,000 |
Acquired in-process research and development | $ 80,538,000 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses [Abstract] | ||
Accrued compensation | $ 656,000 | $ 294,000 |
Accrued research and development expenses | 222,000 | 207,000 |
Accrued general and administrative expenses | 371,000 | 400,000 |
Accrued interest | 0 | 150,000 |
Total accrued expenses | $ 1,249,000 | $ 1,051,000 |
Debt (Details)
Debt (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | May 04, 2020 | Dec. 31, 2018 | |
Debt Instrument [Abstract] | ||||
Loans payable | $ 0 | $ 410,000 | ||
Principal payment of outstanding notes payable | 410,000 | $ 0 | ||
IRX Notes [Member] | ||||
Debt Instrument [Abstract] | ||||
Loans payable | 0 | $ 410,000 | ||
Principal payment of outstanding notes payable | 410,000 | |||
Payment of accrued and unpaid interest | 210,000 | |||
Brooklyn LLC Paycheck Protection Program [Member] | ||||
Debt Instrument [Abstract] | ||||
Principal amount | $ 310,000 | |||
Term loan amount | $ 0 | |||
Interest rate | 1.00% |
Commitments and Contingencies,
Commitments and Contingencies, Legal Matters (Details) shares in Thousands | Dec. 15, 2021USD ($)BoardMember | Feb. 05, 2021USD ($) | Dec. 31, 2021DefendantClaimshares | Mar. 16, 2021shares | Mar. 15, 2021shares | Dec. 31, 2020shares |
Legal Matters [Abstract] | ||||||
Certificate of incorporation to increase the authorized shares (in shares) | shares | 100,000 | 100,000 | ||||
Novellus, Ltd. [Member] | ||||||
Legal Matters [Abstract] | ||||||
Defendants salary promised against plaintiff | $ 500,000 | |||||
Percentage of equity promised against plaintiff | 7.00% | |||||
Novellus, Ltd. [Member] | Minimum [Member] | ||||||
Legal Matters [Abstract] | ||||||
Loss contingency, damages sought, value | $ 10,000,000 | |||||
Govender [Member] | ||||||
Legal Matters [Abstract] | ||||||
Defendants salary promised against plaintiff | $ 500,000 | |||||
Percentage of equity promised against plaintiff | 7.00% | |||||
Number of member arbitration panel | BoardMember | 3 | |||||
Govender [Member] | Minimum [Member] | ||||||
Legal Matters [Abstract] | ||||||
Loss contingency, damages sought, value | $ 100,000,000 | |||||
NTN Buzztime, Inc [Member] | ||||||
Legal Matters [Abstract] | ||||||
Number of claims filed | Claim | 2 | |||||
Number of defendant | Defendant | 10 | |||||
NTN Buzztime, Inc [Member] | Robert Garfield [Member] | ||||||
Legal Matters [Abstract] | ||||||
Certificate of incorporation to increase the authorized shares (in shares) | shares | 100,000 | 15,000 |
Commitments and Contingencies_2
Commitments and Contingencies, Licensing Agreements (Details) | Apr. 30, 2021USD ($) | Apr. 15, 2021USD ($) | Apr. 13, 2021USD ($) | Dec. 31, 2021USD ($)Patents | Oct. 31, 2022USD ($) | Oct. 31, 2021USD ($) | Apr. 26, 2021USD ($) |
Novellus, Ltd. [Member] | Maximum [Member] | |||||||
Licensing Agreements [Abstract] | |||||||
Milestone payments | $ 51,000,000 | ||||||
Licensors [Member] | |||||||
Licensing Agreements [Abstract] | |||||||
Non-refundable option fee | $ 500,000 | ||||||
Initial license fees | $ 4,000,000 | ||||||
Amount require to pay of initial license fees | $ 1,000,000 | ||||||
Amount obligated to pay in license agreement | $ 4,000,000 | ||||||
Additional fees obligated to pay in 2021 | $ 2,500,000 | ||||||
Minimum number of patent granted | Patents | 70 | ||||||
Number of maximum pending patents | Patents | 60 | ||||||
Licensors [Member] | Forecast [Member] | |||||||
Licensing Agreements [Abstract] | |||||||
Additional fees obligated to pay in 2022 | $ 3,500,000 | ||||||
NoveCite [Member] | |||||||
Licensing Agreements [Abstract] | |||||||
Percentage of revenue | 50.00% | ||||||
University of South Florida [Member] | |||||||
Licensing Agreements [Abstract] | |||||||
Percentage of royalty payable | 7.00% |
Commitments and Contingencies_3
Commitments and Contingencies, Royalty Agreements (Details) | Mar. 22, 2021 | Jun. 22, 2018 | May 01, 2012 |
Investor Royalty Agreement [Member] | |||
Royalty Agreements [Abstract] | |||
Percentage of royalty receive equal to revenues from sale of business | 4.00% | ||
Percentage of payment of additional royalty on gross sales | 1.00% | ||
Collaborator Royalty Agreement [Member] | |||
Royalty Agreements [Abstract] | |||
Percentage of royalty receive equal to revenues from sale of business | 6.00% |
Basic and Diluted Earnings pe_3
Basic and Diluted Earnings per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Anti-dilutive Securities [Abstract] | ||
Total potential common shares excluded from computation (in shares) | 4,270,000 | 0 |
Stock Options [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Total potential common shares excluded from computation (in shares) | 3,988,000 | |
RSUs [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Total potential common shares excluded from computation (in shares) | 240,000 | |
Preferred Stock Converted into Common Stock [Member] | ||
Anti-dilutive Securities [Abstract] | ||
Total potential common shares excluded from computation (in shares) | 42,000 |
Stock-Based Compensation, Equit
Stock-Based Compensation, Equity Incentive Plans (Details) - shares | 12 Months Ended | ||||
Dec. 31, 2021 | Sep. 03, 2021 | May 31, 2021 | Mar. 15, 2021 | Dec. 31, 2020 | |
Stock Options [Member] | |||||
Stock-based Compensation [Abstract] | |||||
Stock option outstanding (in shares) | 3,988,000 | 0 | |||
2020 Equity Incentive Plan [Member] | |||||
Stock-based Compensation [Abstract] | |||||
Stock-based compensation shares authorized (in shares) | 2,601,000 | ||||
Percentage of number of shares of common stock outstanding | 5.00% | ||||
2020 Equity Incentive Plan [Member] | Minimum [Member] | |||||
Stock-based Compensation [Abstract] | |||||
Stock-based compensation shares authorized (in shares) | 5,116,000 | ||||
2020 Equity Incentive Plan [Member] | Maximum [Member] | |||||
Stock-based Compensation [Abstract] | |||||
Stock-based compensation shares authorized (in shares) | 8,485,000 | ||||
2020 Equity Incentive Plan [Member] | Stock Options [Member] | |||||
Stock-based Compensation [Abstract] | |||||
Stock option outstanding (in shares) | 320,000 | ||||
2020 Equity Incentive Plan [Member] | Stock Options [Member] | Maximum [Member] | |||||
Stock-based Compensation [Abstract] | |||||
Stock-based compensation shares authorized (in shares) | 3,369,000 | ||||
2020 Equity Incentive Plan [Member] | Incentive Stock Options [Member] | Maximum [Member] | |||||
Stock-based Compensation [Abstract] | |||||
Stock based compensation stock option term period | 10 years | ||||
2020 Equity Incentive Plan [Member] | Nonqualified Stock Options [Member] | Maximum [Member] | |||||
Stock-based Compensation [Abstract] | |||||
Stock based compensation stock option term period | 10 years | ||||
2020 Equity Incentive Plan [Member] | RSU [Member] | |||||
Stock-based Compensation [Abstract] | |||||
Stock option outstanding (in shares) | 18,000 | ||||
2021 Inducement Plan [Member] | Maximum [Member] | |||||
Stock-based Compensation [Abstract] | |||||
Stock-based compensation shares authorized (in shares) | 1,500,000 | ||||
2021 Inducement Plan [Member] | Stock Options [Member] | |||||
Stock-based Compensation [Abstract] | |||||
Stock option outstanding (in shares) | 443,000 | ||||
2021 Inducement Plan [Member] | RSU [Member] | |||||
Stock-based Compensation [Abstract] | |||||
Stock units outstanding (in shares) | 222,000 |
Stock-Based Compensation, Weigh
Stock-Based Compensation, Weighted-Average Assumptions Used for Grants Issued (Details) - Stock Options [Member] - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-based Compensation [Abstract] | ||
Number of stock option awards granted (in shares) | 3,988,000 | 0 |
Number of stock option awards outstanding (in shares) | 3,988,000 | 0 |
Assertions Used in Determining Fair Value of Stock Options Granted [Abstract] | ||
Weighted average risk-free rate | 1.09% | |
Weighted average volatility | 134.64% | |
Dividend yield | 0.00% | |
Expected term | 6 years 1 month 6 days |
Stock-Based Compensation, Stock
Stock-Based Compensation, Stock Option Activity (Details) - Stock Options [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Option Share [Roll Forward] | ||
Outstanding, beginning balance (in shares) | 0 | |
Granted (in shares) | 3,988,000 | 0 |
Outstanding, ending balance (in shares) | 3,988,000 | 0 |
Weighted Average Exercise Price per Share [Abstract] | ||
Outstanding, beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 8.40 | |
Outstanding, ending balance (in dollars per share) | $ 8.40 | $ 0 |
Weighted Average Remaining Contractual Life [Abstract] | ||
Weighted-average remaining contractual life, outstanding | 9 years 4 months 17 days | |
Weighted-average remaining contractual life, granted | 9 years 4 months 17 days | |
Aggregate Intrinsic Value [Abstract] | ||
Outstanding, beginning balance | $ 0 | |
Granted | 0 | |
Outstanding, ending balance | $ 0 | $ 0 |
Options Vested and Exercisable [Abstract] | ||
Options vested and exercisable, Outstanding (in shares) | 0 | |
Options vested and exercisable, Weighted average exercise price (in dollars per share) | $ 0 | |
Options vested and exercisable, aggregate intrinsic value | $ 0 |
Stock-Based Compensation, Summa
Stock-Based Compensation, Summary of Stock Options (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)GrantInstallment$ / sharesshares | Dec. 31, 2020USD ($)shares | |
Stock-based Compensation [Abstract] | ||
Number of stock option grants made | Grant | 2 | |
Proceeds from the exercise of stock options | $ 10,000 | $ 0 |
Stock Options [Member] | ||
Stock-based Compensation [Abstract] | ||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 7.57 | |
Unamortized stock-based compensation expense | $ 21,915,000 | |
Weighted average remaining requisite service period | 3 years 3 months 18 days | |
Number of stock option awards granted (in shares) | shares | 3,988,000 | 0 |
Stock option exercised (in shares) | shares | 1,300 | 0 |
Proceeds from the exercise of stock options | $ 10,202 | |
Options exercised total intrinsic value | $ 47,010 | |
Time-Based Non-qualified Stock Option [Member] | ||
Stock-based Compensation [Abstract] | ||
Number of stock option awards granted (in shares) | shares | 2,628,000 | |
Number of monthly installments | Installment | 36 | |
Time-Based Non-qualified Stock Option [Member] | Vesting on one-year Anniversary [Member] | ||
Stock-based Compensation [Abstract] | ||
Stock-based compensation vesting percentage | 25.00% | |
Performance-Based Nonqualified Stock Option [Member] | ||
Stock-based Compensation [Abstract] | ||
Number of stock option awards granted (in shares) | shares | 597,000 | |
Stock-based compensation grant fair value | $ 4,288,738 |
Stock-Based Compensation, RSUs
Stock-Based Compensation, RSUs (Details) - RSU [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Outstanding Restricted Stock Units [Roll Forward] | ||
Outstanding, Beginning balance (in shares) | 0 | |
Granted (in shares) | 240,000 | 0 |
Outstanding, Ending balance (in shares) | 240,000 | 0 |
Balance expected to vest (in shares) | 0 | |
Weighted Average Fair Value Per Share [Abstract] | ||
Weighted Average Fair Value Per Share, Beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 13.80 | |
Weighted Average Fair Value Per Share, Ending balance (in dollars per share) | $ 13.80 | $ 0 |
Number of shares vested (in shares) | 0 | |
Unamortized stock-based compensation expense | $ 2,935,000 | |
Weighted average remaining requisite service period | 3 years 6 months 3 days |
Stock-Based Compensation, Restr
Stock-Based Compensation, Restricted Stock and Stock-Based Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-based Compensation [Abstract] | ||
Stock based compensation expense | $ 5,235,000 | $ 91,000 |
Restricted Common Units [Member] | ||
Stock-based Compensation [Abstract] | ||
Restricted stock replaced during the period (in shares) | 3,000 | |
Restricted Common Shares [Member] | ||
Stock-based Compensation [Abstract] | ||
Restricted stock replaced during the period (in shares) | 630,000 | |
Stock based compensation expense | $ 250,000 |
Stockholders' and Members' Eq_2
Stockholders' and Members' Equity (Deficit), Private Placement Offerings (Details) - USD ($) | May 26, 2021 | Apr. 26, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Private Placement Offerings [Abstract] | ||||
Proceeds from sale of common stock | $ 52,025,000 | $ 0 | ||
Number of shares authorized to sale in regular purchase (in shares) | 100,000,000 | 100,000,000 | ||
Lincoln Park [Member] | Maximum [Member] | ||||
Private Placement Offerings [Abstract] | ||||
Maximum commitment in any single regular purchase | $ 2,000,000 | |||
Purchase Agreements [Member] | Lincoln Park [Member] | ||||
Private Placement Offerings [Abstract] | ||||
Common stock issued and sold during period (in shares) | 2,424,000 | |||
Gross proceeds | $ 34,106,000 | |||
First Purchase Agreement [Member] | Lincoln Park [Member] | ||||
Private Placement Offerings [Abstract] | ||||
Proceeds from sale of common stock | $ 20,000,000 | |||
Common stock, shares issued in consideration for purchase commitment (in shares) | 56,000 | 1,128,000 | ||
Number of shares remaining to be sold in purchase commitment (in shares) | 0 | |||
Common stock issued and sold during period (in shares) | 1,128,000 | |||
Gross proceeds | $ 20,000,000 | |||
First Purchase Agreement [Member] | Lincoln Park [Member] | Maximum [Member] | ||||
Private Placement Offerings [Abstract] | ||||
Proceeds from sale of common stock | $ 20,000,000 | |||
Second Purchase Agreement [Member] | ||||
Private Placement Offerings [Abstract] | ||||
Number of remaining shares to be sold (in shares) | 446,000 | |||
Second Purchase Agreement [Member] | Lincoln Park [Member] | ||||
Private Placement Offerings [Abstract] | ||||
Common stock, shares issued in consideration for purchase commitment (in shares) | 50,000 | |||
Common stock issued and sold during period (in shares) | 2,424,000 | |||
Gross proceeds | $ 34,106,000 | |||
Second Purchase Agreement [Member] | Lincoln Park [Member] | Maximum [Member] | ||||
Private Placement Offerings [Abstract] | ||||
Proceeds from sale of common stock | $ 40,000,000 | |||
Number of shares authorized to sale in regular purchase (in shares) | 60,000 | 120,000 | ||
Beneficial ownership percentage on total outstanding shares that prohibits company to direct share purchases | 4.99% |
Stockholders' and Members' Eq_3
Stockholders' and Members' Equity (Deficit), Reverse Stock-Split (Details) | Mar. 25, 2021shares |
Reverse Stock-Split [Abstract] | |
Stock conversion ratio | 0.5 |
Stock outstanding, reverse stock splits (in shares) | 1,514,000 |
Stockholders' and Members' Eq_4
Stockholders' and Members' Equity (Deficit), Merger (Details) - shares | Mar. 25, 2021 | Dec. 31, 2021 |
Merger [Abstract] | ||
Stock issued, shares, acquisition (in shares) | 1,068,000 | |
Common Class A [Member] | ||
Merger [Abstract] | ||
Number of shares issued in merger agreement (in shares) | 87,000 | |
Number of shares converted to common stock (in shares) | 22,275,000 | |
Common Class B [Member] | ||
Merger [Abstract] | ||
Number of shares issued in merger agreement (in shares) | 15,000,000 | |
Number of shares converted to common stock (in shares) | 2,515,000 | |
Common Class C [Member] | ||
Merger [Abstract] | ||
Number of shares issued in merger agreement (in shares) | 10,000,000 | |
Number of shares converted to common stock (in shares) | 1,676,000 | |
Number of rights options issued (in shares) | 10,500,000 | |
Number of rights options converted (in shares) | 11,828,000 | |
Common Stock [Member] | ||
Merger [Abstract] | ||
Number of shares issued in merger agreement (in shares) | 630,000 | |
Number of shares converted to common stock (in shares) | 630,000 | |
Stock issued, shares, acquisition (in shares) | 1,514,000 |
Stockholders' and Members' Eq_5
Stockholders' and Members' Equity (Deficit), Acquisition (Details) - Novellus, Ltd. [Member] | Jul. 16, 2021shares |
Acquisitions [Abstract] | |
Acquisition of common stock (in shares) | 7,022,000 |
Unrestricted shares, issued (in shares) | 3,644,000 |
Each lock-up agreement extend term | 3 years |
Maximum [Member] | |
Acquisitions [Abstract] | |
Percentage of common stock subject to the lock-up agreement | 75.00% |
Chair of the Board of Directors, Chief Executive Officer and President [Member] | |
Acquisitions [Abstract] | |
Lock-up agreements shares received in acquisition (in shares) | 3,378,000 |
Stockholders' and Members' Eq_6
Stockholders' and Members' Equity (Deficit), Cumulative Convertible Preferred Stock (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020shares | |
Cumulative Convertible Preferred Stock [Abstract] | ||
Preferred stock Series A, shares authorized (in shares) | 156,000 | 156,000 |
Preferred stock series A, shares issued (in shares) | 156,000 | 0 |
Preferred stock series A, shares outstanding (in shares) | 156,000 | 0 |
Dividend paid in cash | $ | $ 8,000 | |
Series A Cumulative Convertible Preferred Stock [Member] | ||
Cumulative Convertible Preferred Stock [Abstract] | ||
Preferred stock Series A, shares authorized (in shares) | 156,000 | |
Preferred stock series A, shares issued (in shares) | 156,000 | |
Preferred stock series A, shares outstanding (in shares) | 156,000 | |
Cumulative annual dividend payable per share (in dollars per share) | $ / shares | $ 0.10 | |
Dividend paid in cash | $ | $ 8,000 | |
Shares issued for payment of dividends (in shares) | 202 | |
Preferred stock, liquidation preference per share (in dollars per share) | $ / shares | $ 1 | |
Preferred stock, conversion rate | 3.7016 | |
Common Stock [Member] | ||
Cumulative Convertible Preferred Stock [Abstract] | ||
Dividend paid in cash | $ | $ 0 | |
Shares issued for payment of dividends (in shares) | 0 | |
Each preferred stock converted into common stock (in shares) | 0.27 | |
Aggregate preferred stock to be convert into common stock (in shares) | 42,000 | |
Number of shares converted (in shares) | 0 |
Income Taxes, Loss before Incom
Income Taxes, Loss before Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loss before Income Taxes [Abstract] | ||
Domestic | $ (122,296,000) | $ (26,531,000) |
Foreign | (5,000) | 0 |
Loss before income taxes | $ (122,301,000) | $ (26,531,000) |
Income Taxes, Components of Inc
Income Taxes, Components of Income Tax Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current Tax Provision [Abstract] | ||
Federal | $ 0 | $ 0 |
State | 5,000 | 0 |
Foreign | 0 | 0 |
Current income tax provision | 5,000 | 0 |
Deferred Tax Provision [Abstract] | ||
Federal | (5,836,000) | 0 |
State | (1,433,000) | (322,000) |
Foreign | (1,000) | 0 |
Deferred Income tax provision | (7,270,000) | (322,000) |
Change in valuation allowance | 7,270,000 | 322,000 |
Total tax provision for income taxes | $ 5,000 | $ 0 |
Income Taxes, Deferred Tax Asse
Income Taxes, Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets: [Abstract] | ||
Net operating losses | $ 5,454,000 | $ 747,000 |
Foreign net operating losses | 595,000 | 0 |
R&D credit carryforwards | 288,000 | 0 |
Stock compensation | 1,312,000 | 0 |
Vacation accrual | 30,000 | 0 |
Contingent consideration | 5,171,000 | 0 |
Deferred rent | 40,000 | 0 |
Total gross deferred tax assets | 12,890,000 | 747,000 |
Valuation allowance | (12,610,000) | (747,000) |
Net deferred tax assets | 280,000 | 0 |
Deferred Tax Liabilities: [Abstract] | ||
Fixed assets | (168,000) | 0 |
Intangibles - goodwill | (112,000) | 0 |
Total deferred tax liabilities | (280,000) | 0 |
Net deferred taxes | $ 0 | $ 0 |
Income Taxes, Reconciliation of
Income Taxes, Reconciliation of Computed Expected Income Taxes to Effective Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Computed Expected Income Taxes to Effective Income Taxes [Abstract] | ||
Federal statutory tax rate | 21.00% | 21.00% |
State income tax, net of federal tax | 1.17% | 0.00% |
Non-deductible expenses/excludable items | (16.33%) | 0.00% |
Pass-through loss | 0.00% | (19.79%) |
Change in valuation allowance | (5.94%) | (1.21%) |
Credits | 0.24% | 0.00% |
Other | (0.14%) | 0.00% |
Total tax provision for income taxes | 0.00% | 0.00% |
Income Taxes [Abstract] | ||
Increase in valuation allowance | $ 11,863,000 | |
Current year deferred expense | (7,270,000) | $ (322,000) |
Purchase accounting related to 2021 business combination | 4,593,000 | |
Federal and state income tax credit carryforwards | $ 288,000 | 0 |
Tax credits begin to expire | 2041 | |
Uncertain tax positions | $ 0 | |
Accrued interest and penalties related to uncertain tax positions | $ 0 | 0 |
Open tax year | 2018 2019 2020 2021 | |
Federal [Member] | ||
Income Taxes [Abstract] | ||
Operating loss carry forward | $ 20,679,000 | 0 |
Net operating loss carryforwards under Tax Cuts and Jobs Act | 20,679,000 | |
State [Member] | ||
Income Taxes [Abstract] | ||
Operating loss carry forward | 1,397,000 | 747,000 |
Foreign [Member] | ||
Income Taxes [Abstract] | ||
Operating loss carry forward | $ 4,759,000 | $ 0 |
Retirement Savings Plan (Detail
Retirement Savings Plan (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Savings Plan [Abstract] | |
Percentage of maximum annual contribution to defined contribution plan | 90.00% |
Subsequent Events (Details)
Subsequent Events (Details) | Mar. 31, 2022ft² | Mar. 06, 2022USD ($)$ / sharesshares | Jan. 03, 2022USD ($)Employee | Mar. 05, 2022USD ($) | Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) |
Lease Assignment [Abstract] | ||||||
Security deposit | $ 522,000 | $ 453,000 | ||||
New Lease Agreement [Abstract] | ||||||
Operating lease area | ft² | 2,700 | |||||
Subsequent Event [Member] | ||||||
Reduction in Force [Abstract] | ||||||
Number of employees terminated in reduction in force | Employee | 8 | |||||
Percentage of employees terminated in reduction in force | 53.00% | |||||
Severance and termination-related costs | $ 500,000 | |||||
Lease Assignment [Abstract] | ||||||
Commitment to purchase equipment | $ 50,000 | |||||
Unamortized leasehold improvements | 50,000 | |||||
Security deposit | $ 63,000 | |||||
New Lease Agreement [Abstract] | ||||||
Operating lease area | ft² | 5,200 | |||||
Lease commencement term | 62 months | |||||
Base rent (per square foot) | ft² | 6.35 | |||||
Percentage of increase in base rent on each year | 3.00% | |||||
Extended lease term | 5 years | |||||
Common Warrants [Member] | Subsequent Event [Member] | ||||||
Private Placement of Equity [Abstract] | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1.91 | |||||
Percentage of warrants exercisable | 4.99% | |||||
Warrant exercisable term | 6 months | |||||
Pre-funded Warrants [Member] | Subsequent Event [Member] | ||||||
Private Placement of Equity [Abstract] | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.005 | |||||
Percentage of warrants exercisable | 9.99% | |||||
PIPE Investor [Member] | Subsequent Event [Member] | ||||||
Private Placement of Equity [Abstract] | ||||||
Private placement (in shares) | shares | 6,857,000 | |||||
Aggregate gross purchase price | $ 12,000,000 | |||||
PIPE Investor [Member] | Common Warrants [Member] | Subsequent Event [Member] | ||||||
Private Placement of Equity [Abstract] | ||||||
Number of common stock (in shares) | shares | 1 | |||||
Warrant expiration term | 5 years 6 months | |||||
PIPE Investor [Member] | Pre-funded Warrants [Member] | Subsequent Event [Member] | ||||||
Private Placement of Equity [Abstract] | ||||||
Number of common stock (in shares) | shares | 1 |