Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 14, 2022 | Jun. 30, 2021 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-37544 | ||
Entity Registrant Name | ARMATA PHARMACEUTICALS, INC. | ||
Entity Incorporation, State or Country Code | WA | ||
Entity Tax Identification Number | 91-1549568 | ||
Entity Address, Address Line One | 4503 Glencoe Avenue | ||
Entity Address, City or Town | Marina del Rey | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90292 | ||
City Area Code | 858 | ||
Local Phone Number | 829-0829 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | ARMP | ||
Security Exchange Name | NYSEAMER | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 30,727,091 | ||
Entity Public Float | $ 38.9 | ||
Entity Central Index Key | 0000921114 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Ernst & Young, LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | San Diego, CA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 10,288,000 | $ 9,649,000 |
Awards receivable | 2,989,000 | 561,000 |
Prepaid expenses and other current assets | 1,718,000 | 636,000 |
Total current assets | 14,995,000 | 10,846,000 |
Restricted cash | 1,200,000 | 1,200,000 |
Property and equipment, net | 2,220,000 | 2,047,000 |
Operating lease right-of-use asset | 35,852,000 | 10,790,000 |
In-process research and development | 10,256,000 | 10,256,000 |
Goodwill | 3,490,000 | 3,490,000 |
Other assets | 1,755,000 | 887,000 |
Total assets | 69,768,000 | 39,516,000 |
Current liabilities | ||
Accounts payable and accrued liabilities | 2,270,000 | 1,929,000 |
Accrued compensation | 1,035,000 | 563,000 |
Current portion of operating lease liabilities | 1,509,000 | 1,551,000 |
PPP Loan | 722,000 | |
Deferred asset acquisition consideration | 1,940,000 | |
Total current liabilities | 4,814,000 | 6,705,000 |
Operating lease liabilities, net of current portion | 36,480,000 | 10,877,000 |
Deferred tax liability | 3,077,000 | 3,077,000 |
Total liabilities | 44,371,000 | 20,659,000 |
Stockholders' equity | ||
Common stock, $0.01 par value; 217,000,000 shares authorized; 27,112,299 and 18,688,461 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 271,000 | 187,000 |
Additional paid-in capital | 227,983,000 | 198,372,000 |
Accumulated deficit | (202,857,000) | (179,702,000) |
Total stockholders' equity | 25,397,000 | 18,857,000 |
Total liabilities and stockholders' equity | $ 69,768,000 | $ 39,516,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 217,000,000 | 217,000,000 |
Common stock, shares issued | 27,112,299 | 18,688,461 |
Common stock, shares outstanding | 27,112,299 | 18,688,461 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements of Operations [Abstract] | ||
Grant revenue | $ 4,474,000 | $ 823,000 |
Operating expenses | ||
Research and development | 20,015,000 | 14,444,000 |
General and administrative | 8,281,000 | 7,966,000 |
Total operating expenses | 28,296,000 | 22,410,000 |
Loss from operations | (23,822,000) | (21,587,000) |
Other income (expense) | ||
Gain upon extinguishment of Paycheck Protection Program loan | 726,000 | |
Interest income | 5,000 | 28,000 |
Interest expense | (64,000) | (628,000) |
Other income (expense) | 6,000 | |
Total other income (expense), net | 667,000 | (594,000) |
Net loss | $ (23,155,000) | $ (22,181,000) |
Per share information: | ||
Net loss per share, basic | $ (0.96) | $ (1.35) |
Weighted average shares outstanding, basic | 24,104,146 | 16,415,012 |
Net loss per share, diluted | $ (0.96) | $ (1.35) |
Weighted average shares outstanding, diluted | 24,104,146 | 16,415,012 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balances at Dec. 31, 2019 | $ 99,000 | $ 172,015,000 | $ (157,521,000) | $ 14,593,000 |
Balances (in shares) at Dec. 31, 2019 | 9,922,758 | |||
Sale of common stock, net of issuance costs | $ 87,000 | 22,723,000 | 22,810,000 | |
Sale of common stock, net of issuance costs (in shares) | 8,710,800 | |||
Exercise of warrants | 81,000 | 81,000 | ||
Exercise of warrants (in shares) | 14,464 | |||
Return of restricted stock awards for tax withholdings | (8,000) | (8,000) | ||
Return of restricted stock awards for tax withholdings, shares | (2,511) | |||
Forfeiture of restricted stock awards (in shares) | (4,010) | |||
Exercise stock options | $ 1,000 | 86,000 | 87,000 | |
Exercise of stock options (in shares) | 27,382 | |||
Issuance of stock awards, net of tax withholding (in shares) | 19,578 | |||
Stock-based compensation | 3,475,000 | 3,475,000 | ||
Net loss | (22,181,000) | (22,181,000) | ||
Balances at Dec. 31, 2020 | $ 187,000 | 198,372,000 | (179,702,000) | 18,857,000 |
Balances (in shares) at Dec. 31, 2020 | 18,688,461 | |||
Sale of common stock, net of issuance costs | $ 83,000 | 26,223,000 | 26,306,000 | |
Sale of common stock, net of issuance costs (in shares) | 8,275,060 | |||
Exercise of warrants | $ 1,000 | 290,000 | 291,000 | |
Exercise of warrants (in shares) | 52,000 | |||
Return of restricted stock awards for tax withholdings | (106,000) | (106,000) | ||
Return of restricted stock awards for tax withholdings, shares | (25,424) | |||
Forfeiture of restricted stock awards (in shares) | (1,047) | |||
Exercise stock options | 322,000 | $ 322,000 | ||
Exercise of stock options (in shares) | 99,517 | 99,517 | ||
Issuance of inducement stock awards (in shares) | 23,732 | |||
Stock-based compensation | 2,882,000 | $ 2,882,000 | ||
Net loss | (23,155,000) | (23,155,000) | ||
Balances at Dec. 31, 2021 | $ 271,000 | $ 227,983,000 | $ (202,857,000) | $ 25,397,000 |
Balances (in shares) at Dec. 31, 2021 | 27,112,299 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | ||
Net loss | $ (23,155,000) | $ (22,181,000) |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,169,000 | 1,114,000 |
Gain upon extinguishment of Paycheck Protection Program loan | (722,000) | |
Stock-based compensation | 2,882,000 | 3,475,000 |
Non-cash interest expense | 60,000 | 628,000 |
Payment of accreted interest for deferred consideration for asset acquisition | (586,000) | (432,000) |
Changes in operating assets and liabilities: | ||
Award receivable | (2,428,000) | (467,000) |
Accounts payable and accrued liabilities | 184,000 | 544,000 |
Accrued compensation | 472,000 | (760,000) |
Operating lease right-of-use asset and liability, net | 499,000 | 803,000 |
Prepaid expenses and other current assets | (1,950,000) | (994,000) |
Net cash used in operating activities | (23,575,000) | (18,270,000) |
Investing activities: | ||
Purchases of property and equipment | (1,304,000) | (824,000) |
Net cash used in investing activities | (1,304,000) | (824,000) |
Financing activities: | ||
Principal payment of deferred consideration for asset acquisition | (1,414,000) | (568,000) |
Proceeds from Paycheck Protection Program Loan | 717,000 | |
Proceeds from sale of common stock, net of offering costs | 26,319,000 | 22,893,000 |
Proceeds from exercise of warrants and stock options | 613,000 | 168,000 |
Net cash provided by financing activities | 25,518,000 | 23,210,000 |
Net increase in cash, cash equivalents and restricted cash | 639,000 | 4,116,000 |
Cash, cash equivalents and restricted cash, beginning of period | 10,849,000 | 6,733,000 |
Cash, cash equivalents and restricted cash, end of period | 11,488,000 | 10,849,000 |
Supplemental disclosure of cash flow information: | ||
ROU asset obtained by assuming operating lease liabilities | 26,056,000 | |
Paycheck Protection Program loan forgiveness | 722,000 | |
Unpaid offering costs | 13,000 | 65,000 |
Property and equipment included in accounts payable | $ 38,000 | $ 150,000 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Reconciliation of cash, cash equivalents, and restricted cash | |||
Cash and cash equivalents | $ 10,288,000 | $ 9,649,000 | |
Restricted cash | 1,200,000 | 1,200,000 | |
Cash, cash equivalents and restricted cash | $ 11,488,000 | $ 10,849,000 | $ 6,733,000 |
Organization and Description of
Organization and Description of the Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Description of the Business | |
Organization and Description of the Business | 1. Organization and Description of the Business Armata Pharmaceuticals, Inc. (“Armata”), and together with its subsidiaries referred to herein as, the “Company”) is a clinical-stage biotechnology company focused on the development of pathogen-specific bacteriophage therapeutics for the treatment of antibiotic-resistant infections using its proprietary bacteriophage-based technology. The Company was created as a result of a business combination between C3J Therapeutics, Inc. (“C3J”) and AmpliPhi Biosciences Corporation (“AmpliPhi”) that closed on May 9, 2019, where Ceres Merger Sub, Inc., a wholly owned subsidiary of AmpliPhi, merged with and into C3J (the “Merger”), with C3J surviving the Merger as a wholly owned subsidiary of AmpliPhi. In the Merger, each share of C3J common stock outstanding immediately prior to the Merger was converted into the right to receive approximately 0.6906 shares of AmpliPhi common stock. The shares were then adjusted further to account for a reverse split of AmpliPhi common stock at a reverse split ratio of 1-for- 14 Immediately prior to the closing of the Merger, AmpliPhi changed its name to Armata Pharmaceuticals, Inc. Armata’s common stock is traded on the NYSE American exchange under the ticker symbol “ARMP.” Immediately following the Merger, certain existing C3J shareholders purchased $10.0 million in Armata common stock. After the Merger and such concurrent private placement, the former C3J security holders owned approximately 76% of the aggregate number of shares of Armata’s common stock and the security holders of AmpliPhi as of immediately prior to the Merger owned approximately 24% of the aggregate number of shares of Armata’s common stock. In addition, upon closing of the Merger, five of the seven members of the board of directors were appointed by C3J. In connection with the Merger, C3J was considered the accounting acquirer of AmpliPhi because C3J’s shareholders retained a majority control of ownership of the Company subsequent to the Merger. In addition, the seven-member board of directors of the combined company include five members established by C3J. Therefore, the historical financial statements presented herein prior to the closing of the Merger are the historical financial statements of C3J. C3J’s predecessor, C3 Jian, Inc., was incorporated under the laws of the State of California on November 4, 2005. On February 26, 2016, as part of a reorganization transaction, C3 Jian, Inc. merged with a wholly owned subsidiary of C3J, and as part of this process, C3 Jian, Inc. was converted to a limited liability company organized under the laws of the State of California named C3 Jian, LLC. Prior to the Merger, C3J was privately held and was financed principally through a series of equity financings. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2021 | |
Liquidity | |
Liquidity | 2. Liquidity The Company has prepared its consolidated financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy its liabilities in the normal course of business. However, the Company has incurred net losses since its inception and has negative operating cash flows. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying 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 the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. On February 9, 2022, the Company entered into a securities purchase agreement (“February 2022 Securities Purchase Agreement”) to sell its common stock and warrants to Innoviva Strategic Opportunities LLC, a wholly ‐ owned subsidiary of Innoviva, Inc. (Nasdaq: INVA) (collectively, "Innoviva"). The gross proceeds to the Company from the transaction are expected to be $45 million. Pursuant and subject to the terms and conditions of the securities purchase agreement and related agreements, Innoviva will purchase 9,000,000 newly issued shares of the Company’s common stock, at a price of $5.00 per share, and warrants to purchase up to 4,500,000 additional shares of common stock, with an exercise price of $5.00 per share. The stock purchases are expected to occur in two tranches. Upon execution , Innoviva purchased 3,614,792 shares of common stock and warrants to purchase 1,807,396 shares of common stock for an aggregate purchase price of approximately $18.1 million. At the closing of the second tranche, upon the Company’s stockholders voting in favor of the transaction, Innoviva will purchase 5,385,208 shares of common stock and warrants to purchase 2,692,604 shares of common stock for an aggregate purchase price of $26.9 million. Subject to the satisfaction of certain closing conditions, including the approval of the Company’s stockholders, the second closing contemplated by the securities purchase agreement is expected to occur near the end of the first quarter of 2022. On October 28, 2021, the Company entered into a securities purchase agreement (the “October 2021 Securities Purchase Agreement”) with the Cystic Fibrosis Foundation (“CFF”), a Delaware corporation, the Company’s partner for its lead Phase 1b/2a clinical development program, and Innoviva Strategic Opportunities LLC, a wholly-owned subsidiary of Innoviva, Inc. (Nasdaq: INVA) (collectively, “Innoviva”) for the private placement of newly issued shares of common stock, par value $0.01 per share, of the Company (“Common Stock”). Pursuant to the October 2021 Securities Purchase Agreement, the Company issued and sold 909,091 shares to CFF and 1,212,122 shares to Innoviva, each at a per share price of $3.30 (the “October 2021 Private Placements”). The Company received aggregate gross proceeds from the October 2021 Private Placements of approximately $7.0 million, before deducting transaction expenses On January 26, 2021, the Company entered into a securities purchase agreement (the “January 2021 Securities Purchase Agreement”) with Innoviva, pursuant to which the Company issued and sold to Innoviva, in a private placement, up to 6,153,847 newly issued shares of Common Stock, and warrants (the “Common Warrants”) to purchase up to 6,153,847 shares of Common Stock, with an exercise price per share of $3.25 (the “January 2021 Private Placement”). On March 27, 2020, the Company completed a private placement transaction and sold to Innoviva Inc. 8,710,800 newly issued shares of Common Stock and warrants to purchase 8,710,800 shares of common stock, with an exercise price per share of $2.87 (the “2020 Private Placement”). Each share of common stock was sold together with one common warrant granting the warrant holder the right to purchase an additional share of common stock at $2.87 per share. The 2020 Private Placement was closed in two tranches raising total gross proceeds of $25.0 million. Management plans to raise additional capital through equity offerings, debt financings, or other capital sources, including potential collaborations, licenses and other similar arrangements. While management believes this plan to raise additional funds will alleviate the conditions that raise substantial doubt, these plans are not entirely within its control and cannot be assessed as being probable of occurring. The Company’s ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic. The Company may not be able to secure additional financing in a timely manner or on favorable terms, if at all. Furthermore, if the Company issues equity securities to raise additional funds, its existing stockholders may experience dilution, and the new equity securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders. If the Company raises additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to its potential products on terms that are not favorable to the Company. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce or eliminate its research and development programs or other operations. If any of these events occur, the Company’s ability to achieve the development and commercialization goals would be adversely affected. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | 3. Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries including C3J, Biocontrol Limited and AmpliPhi Australia Pty Ltd. All significant intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in its consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates these estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates. Cash and Cash Equivalents Cash and cash equivalents consist primarily of deposits with commercial banks and financial institutions. Fair Value of Financial Instruments Financial instruments include cash equivalents, prepaid expenses and other assets, restricted cash, accounts payable, accrued expenses and deferred asset acquisition consideration. The carrying amount of cash equivalents prepaid expenses and other assets, restricted cash, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. Property and Equipment Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement, or sale of an asset, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Estimated useful lives for property and equipment are as follows: Estimated Useful Lives Laboratory equipment 5 – 10 years Office and computer equipment 3 – 5 years Leasehold improvements Shorter of lease term or useful life Fair Value Measurements Fair value measurements are market-based measurements, not entity-specific measurements. Therefore, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. The Company follows a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below: ● Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. ● Level 2—Valuations based on 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 and models for which all significant inputs are observable, either directly or indirectly. ● Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The Company did not have any assets or liabilities that require recurring or nonrecurring measurements. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets or the asset groups are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the estimated discounted future net cash flows arising from the assets or asset groups. No In-Process Research and Development (“IPR&D”) and Acquired IPR&D IPR&D assets are intangible assets with indefinite lives and are not subject to amortization. The Company’s IPR&D assets represent a capitalized in-process bacteriophage development programs for S. aureus infections that the Company acquired through the Merger. Such assets are initially measured at their acquisition-date fair values and are subject to impairment testing at least annually until completion or abandonment of research and development efforts associated with the projects. Upon successful completion of each project, the Company makes a determination as to the then remaining useful life of the intangible asset and begins amortization. The Company tests IPR&D assets for impairment as of December 31 of each year or more frequently if indicators of impairment are present. The authoritative accounting guidance provides an optional qualitative assessment for any indicators that indefinite-lived intangible assets are impaired. If it is determined that it is more likely than not that the indefinite-lived intangible assets, including IPR&D, are impaired, the fair value of the indefinite-lived intangible assets is compared with the carrying amount and impairment is recorded for any excess of the carrying amount over the fair value of the indefinite-lived intangible assets. If and when a quantitative analysis of IPR&D assets is required based on the result of the optional qualitative assessment, the estimated fair value of IPR&D assets is calculated based on the income approach, which includes discounting expected future net cash flows associated with the assets to a net present value. The fair value measurements utilized to perform the impairment analysis are categorized within Level 3 of the fair value hierarchy. Significant management judgment is required in the forecast of future operating results that are used in the Company’s impairment analysis. The estimates the Company uses are consistent with the plans and estimates that it uses to manage its business. Significant assumptions utilized in the Company’s income approach model include the discount rate, timing of clinical studies and regulatory approvals, the probability of success of its research and development programs, timing of commercialization of these programs, forecasted sales, gross margin, selling, general and administrative expenses, capital expenditures, as well as anticipated growth rates. During the fourth quarter ended December 31, 2021, the Company performed the annual evaluation of its IPR&D assets for impairment. The Company considered the development timelines for its S. aureus development program and noted no qualitative factors that would indicate potential impairment of its IPR&D asset. The Company also performed a quantitative analysis for impairment analysis and based on this analysis, the fair value of this phage program was greater than its carrying value as of December 31, 2021. Consequently, no Goodwill Goodwill, which has an indefinite useful life, represents the excess of purchase consideration over the fair value of net assets acquired. The Company’s goodwill as of December 31, 2021 is associated with AmpliPhi’s business prior to the Merger. Goodwill is not subject to amortization and is required to be tested for impairment at least on an annual basis. The Company tests goodwill for impairment as of December 31 of each year. The Company determines whether goodwill may be impaired by comparing the carrying value of the single reporting unit, including goodwill, to the fair value of the reporting unit. If the fair value is less than the carrying amount, a more detailed analysis is performed to determine whether goodwill is impaired. The impairment loss, if any, is measured as the excess of the carrying value of the goodwill over the implied fair value of the goodwill and is recorded in the Company’s consolidated statements of operations. There was no Research and Development All research and development costs are expensed as incurred. Research and development costs consist primarily of salaries, employee benefits, costs associated with preclinical studies and clinical trials (including amounts paid to clinical research organizations and other professional services). Payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods or services are received. The Company records accruals for estimated research and development costs, comprising payments for work performed by third party contractors, laboratories, participating clinical trial sites, and others. Some of these contractor’s bill monthly based on actual services performed, while others bill periodically based upon achieving certain contractual milestones. For the latter, the Company accrues the expenses as goods or services are used or rendered. Clinical trial site costs related to patient enrollment are accrued as patients enter and progress through the trial. Judgments and estimates are made in determining the accrued balances at the end of the reporting period. Research and development expenses are partially offset by the benefit of tax incentive payments for qualified research and development expenditures from the Australian tax authority (“AU Tax Rebates”). The Company does not record AU Tax Rebates until payment is received due to the uncertainty of receipt. In January 2022, the Company received AU Tax Rebates of approximately $0.2 million related to calendar year 2020, and such rebates have been recorded as an offset to research and development expense in the Company’s consolidated statements of operations for the three months ending March 31, 2022. During the year ended December 31, 2020, the Company applied for AU Tax Rebates for the calendar year 2019 and received $0.7 million in January 2021 which was recognized in 2021 as an offset to research and development expenses. Stock-Based Compensation Compensation expense related to stock options granted to employees and non-employees is measured at the grant date based on the estimated fair value of the award and is recognized on the accelerated attribution method over the requisite service period. Forfeitures are recognized as a reduction of stock-based compensation expense as they occur. Stock-based compensation expense for an award with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. Foreign Currency Translations and Transactions The functional currency of the Company and its wholly owned subsidiaries is the U.S. dollar. Revenue Recognition The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies its performance obligations. At contract inception, the Company assesses the goods or services agreed upon within each contract and assess whether each good or service is distinct and determine those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. During the years ended December 31, 2021 and 2020, the Company did not recognize revenue or deferred revenue from contracts with customers. Grants and Awards In applying the provisions of ASC Topic 606, Revenue from Contracts with Customers , Collaborative Arrangements Accounting for Government Grants and Disclosure of Government Assistance Armata also considers the guidance in ASC Topic 730, Research and Development . Deferred grant or award liability represents award funds received or receivable for which the allowable expenses have not yet been incurred as of the balance sheet date. Leases The Company determines if an arrangement contains a lease at inception. The Company currently only has operating leases. The Company recognizes a right-of-use operating lease asset and associated short- and long-term operating lease liability on its consolidated balance sheet for operating leases greater than one year. The right-of-use assets represent the Company’s right to use an underlying asset for the lease term and the lease liabilities represent the Company’s obligation to make lease payments arising from the lease arrangements. Right-of-use operating lease assets and lease liabilities are recognized based on the present value of the future minimum lease payments the Company will pay over the lease term. The Company determines the lease term at the inception of each lease, which includes renewal options only if the Company concludes that such options are reasonably certain to be exercised. As the Company’s leases do not provide an interest rate implicit in the lease, the Company uses its incremental borrowing rate, based on the information available on the date of adoption of Topic 842, Leases , as of the lease inception date or at the lease option extension date in determining the present value of future payments. The Company recognizes rent expense for the minimum lease payments on a straight-line basis over the expected term of the leases. The Company recognizes period expenses, such as common area maintenance expenses, in the period such expenses are incurred. Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Deferred income taxes are recognized for the future tax consequences of temporary differences using enacted statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Temporary differences include the differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities and net operating loss and tax credit carryforwards. The effect on deferred taxes of a change in tax rates is recognized in income (expense) in the period that includes the enactment date. The Company evaluates the likelihood that deferred tax assets will be recovered from future taxable income. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Basic and Diluted Net Loss per Share Net earnings or loss per share (“EPS”) is calculated in accordance with the applicable accounting guidance provided in ASC 260, Earnings per Share. Settlement of Zero-coupon Debt Instrument The Company’s deferred purchase consideration arrangement with Synthetic Genomics (Note 9) does not have a stated interest rate. Upon repayment of deferred purchase consideration, the Company classifies the portion attributable to accreted interest as a cash outflow for operating activities, and the portion relating to principal as a cash outflow for financing activities. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . The standard amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. For available-for-sale debt securities, entities will be required to recognize an allowance for credit losses rather than a reduction in carrying value of the asset. Entities will no longer be permitted to consider the length of time that fair value has been less than amortized cost when evaluating when credit losses should be recognized. does In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) . 2020-06 are effective for the Company as of January 1, 2024. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements and does not expect the adoption of this ASU to have a material impact on the Company’s consolidated financial statements. Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplying the Accounting for Income Taxes, which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance became effective for the Company on January 1, 2021 and the adoption did not have a material impact on its consolidated financial statements or related disclosures. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss per Share | |
Net Loss per Share | 4. Net Loss per Share The following outstanding securities at December 31, 2021 and 2020 have been excluded from the computation of diluted weighted average shares outstanding for the years ended December 31, 2021 and 2020, as they would have been anti-dilutive: December 31, 2021 December 31, 2020 Options 2,409,682 1,668,926 Unvested restricted stock units 30,000 — Restricted stock awards 124,018 322,756 Warrants 16,647,219 10,547,618 Total 19,210,919 12,539,300 |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Details | |
Balance Sheet Details | 5. Balance Sheet Details Property and Equipment, net Property and equipment consisted of the following: December 31, 2021 December 31, 2020 Laboratory equipment $ 7,754,000 $ 6,547,000 Furniture and fixtures 817,000 719,000 Office and computer equipment 451,000 413,000 Leasehold improvements 3,423,000 3,423,000 Total 12,445,000 11,102,000 Less: accumulated depreciation (10,225,000) (9,055,000) Property and equipment, net $ 2,220,000 $ 2,047,000 Depreciation expense totaled $1.2 million and $1.1 million the years ended December 31, 2021 and 2020, respectively. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following: December 31, 2021 December 31, 2020 Accounts payable $ 1,138,000 $ 956,000 Accrued clinical trial expenses 529,000 248,000 Other accrued expenses 603,000 725,000 $ 2,270,000 $ 1,929,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
Income Taxes | 6. Income Taxes Loss before income taxes consisted of the following components: Year Ended December 31, 2021 2020 United States $ (21,714,000) $ (21,583,000) Foreign (1,441,000) (598,000) Total $ (23,155,000) $ (22,181,000) The company has not recognized any current or deferred tax expense on its US and Foreign pre-tax losses for the years ended December 31, 2021 and 2020. The differences between the Company’s effective tax rate and the U.S. federal statutory tax rate were as follows: December 31, 2021 2020 U.S. federal statutory income tax rate 21.0 % 21.0 % Adjustments for tax effects of: State income taxes, net of federal tax 6.2 % 6.6 % Stock-based compensation (0.8) % (0.7) % Change in valuation allowance (27.2) % (28.5) % Other 0.8 % 1.6 % Effective income tax rate 0.0 % 0.0 % Significant components of the Company’s deferred tax assets and liabilities were as follows: December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 36,405,000 $ 31,243,000 Capitalized research and development 16,306,000 15,789,000 Stock-based compensation 2,467,000 2,087,000 Depreciation and amortization 1,301,000 1,405,000 Lease accounting 10,631,000 3,478,000 Other 1,174,000 989,000 Total deferred tax assets before valuation allowance 68,284,000 54,991,000 Less: valuation allowance (58,251,000) (51,972,000) Total deferred tax assets after valuation allowance 10,033,000 3,019,000 Deferred tax liabilities: Right-of-use asset (10,033,000) (3,019,000) In-process research and development (3,077,000) (3,077,000) Total deferred tax liabilities (13,110,000) (6,096,000) Net deferred tax liability $ (3,077,000) $ (3,077,000) The Company’s net operating loss carryforwards at December 31, 2021 are $128.4 million and $94.4 million for federal and state income tax purposes, respectively. Federal and state net operating loss carryforwards are available to offset future taxable income, if any, and will begin to expire in 2026 to 2028, respectively. The federal NOL’s generated in tax years 2018 and forward will carryforward indefinitely. The ability of the Company to utilize net operating loss carryforwards to reduce future domestic taxable income and domestic income tax is subject to various limitations under the Internal Revenue Code (Code). The utilization of such carryforwards may be limited upon the occurrence of certain ownership changes during any three-year period resulting in an aggregate change of more than 50% in beneficial ownership. The Company previously determined an ownership change occurred on May 9, 2019 as a result of the Merger. The resulting limitation significantly reduced the Company’s ability to utilize its net operating loss and credit carryovers before the expire. Accordingly, in 2019 the Company reduced its deferred tax assets for the net operating loss and credit carryforwards that were expected to expire unused with a corresponding offset to the valuation allowance recorded against such assets. Future ownership changes under Section 382 may also limit the Company’s ability to fully utilize any remaining tax benefits. The Company has generated federal and state income tax losses in all years since its inception. Accordingly, management has determined that significant negative evidence precludes the Company from recording a net deferred tax asset for financial statement purposes as it is more likely than not that its deferred tax assets will not be realized. The Company files income tax returns in the U.S. federal jurisdiction, state of California and certain foreign jurisdictions. As of December 31, 2021, the Company is no longer subject to U.S. federal income tax examinations for tax years ended on or before December 31, 2017 or to California state income tax examinations for tax years ended on or before December 31, 2016. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses or tax credits were generated and carried forward, and make adjustments up to the amount of the net operating loss or credit carryforward. The Company did not have a liability for unrecognized tax benefits at December 31, 2021 and 2020. The Company’s policy is to classify interest and penalties on uncertain tax positions as a component of tax expense. As of December 31, 2021, the Company has no |
Paycheck Protection Program Loa
Paycheck Protection Program Loan | 12 Months Ended |
Dec. 31, 2021 | |
Paycheck Protection Program Loan. | |
Paycheck Protection Program Loan | 7. Paycheck Protection Program Loan In April 2020, the Company received loan proceeds of $717,000 (“PPP Loan”) under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act, provides for loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the qualifying business, calculated as provided under the PPP. The PPP Loan was unsecured, evidenced by a promissory note (the “Note”) given by the Company as borrower through its bank, serving as the lender. The interest rate on the Note was 1.0% per annum. In July 2021, the Company received notification of forgiveness of the full loan amount and associated interest from the Small Business Administration. The Company recorded a gain of $0.7 million from the PPP loan extinguishment in the statement of operations during the year ended December 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 8. Commitments and Contingencies Operating Leases The Company leases office and research and development space under a non-cancelable operating lease in Marina del Rey, CA. The lease commenced January 1, 2012 and in April 2020, the Company amended the lease (“2020 Lease Amendment”) which, among other things, extended the lease term through December 31, 2031. Base annual rent for calendar year 2022, the first year under the Lease Amendment extended term, will be approximately $1.9 million, and base rent increases by 3% annually and will be $2.5 million by the end of the amended term. In addition, the Company received a six-month rent abatement in 2020. The Company did not use an allowance for tenant improvements of $0.8 million during 2021, which will offset rent payments as prescribed by the 2020 Lease Amendment starting in 2022. In accordance with authoritative guidance, the Company re-measured the lea se liability in April 2020 to be $11.7 million and related right of use asset of $11.0 million as of the Lease Amendment date with an incremental borrowing rate of 12.89% . Concurrent with the Company’s execution of the 2020 Lease Amendment, an irrevocable letter of credit in the amount of $1.2 million was delivered to the landlord. Starting on February 1, 2022, and each year thereafter the letter of credit will be reduced by 20% of the then outstanding amount. On October 28, 2021, the Company entered into a lease for office and research and development space under a non-cancellable lease in Los Angeles, CA (the “2021 Lease”). The 2021 Lease payment start date is May 1, 2022 and the total lease term is for 16 years and runs through 2038. Monthly rent for 2022 and 2023 will be fully or partially abated while the lessor and the Company complete planned tenant improvements to the facility. Base monthly rent will be approximately $0.25 million in 2024. The Company is entitled to receive an allowance for tenant improvements of up to $7.3 million. In connection with the 2021 Lease, in 2022 the Company delivered an irrevocable standby letter of credit in the total amount of $5.0 million to the landlord. Future minimum annual lease payments under the Company’s noncancelable operating leases as of December 31, 2021, are as follows: Operating Leases 2022 $ 1,593,000 2023 2,904,000 2024 4,512,000 2025 5,139,000 2026 5,293,000 Thereafter 54,847,000 Total minimum lease payments 74,288,000 Less: amount representing interest (36,299,000) Present value of operating lease obligations 37,989,000 Less: current portion (1,509,000) Noncurrent operating lease obligations $ 36,480,000 Rent expense was $2.7 million and $1.9 million for the years ended December 31, 2021 and 2020, respectively. Total cash payments for operating leases as included in the consolidated statements of cash flows during the year ended December 31, 2021 and 2020 was $2.2 million and $1.1 million, respectively. Legal Proceedings From time to time, the Company may be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of business. Any of these claims could subject the Company to costly legal expenses and, while management generally believes that there is adequate insurance to cover many different types of liabilities, the Company’s insurance carriers may deny coverage or policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of any such awards could have a material adverse effect on the consolidated results of operations and financial position. Additionally, any such claims, whether or not successful, could damage the Company’s reputation and business. The Company is currently not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on its consolidated results of operations or financial position. |
Synthetic Genomics Asset Acquis
Synthetic Genomics Asset Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Synthetic Genomics Asset Acquisition | |
Synthetic Genomics Asset Acquisition | 9. Synthetic Genomics Asset Acquisition On February 28, 2018, C3J completed an acquisition of certain synthetic phage assets (the “synthetic phage assets”) from Synthetic Genomics, Inc. (“SGI”) for consideration consisting of $8.0 million in cash and $27.0 million in equity. The cash payments consisted of: $1.0 million paid at closing on February 28, 2018, $1.0 million at one year from closing, $1.0 million at two years from closing, and $5.0 million at three years from closing (the payments due on the one, two, three year anniversary are collectively the “time-based payment obligation”). The equity payment (the “equity payment” and, together with the time-based payment obligation, the “deferred purchase price arrangement”) was due upon the earlier of the initial public offering of shares of C3J’s common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, the sale of all or substantially all of C3J’s assets to a third party, or a consolidation or merger into a third party. On December 20, 2018, in contemplation of the Merger (see Note 1), the deferred purchase price arrangement was amended. Under the amended agreement, the purchase consideration consisted of (i) closing consideration of $1.0 million paid on February 28, 2018, (ii) cash payments of $1.0 million on January 31, 2019, $1.0 million on January 31, 2020, and $2.0 million on January 31, 2021, (iii) an issuance of that number of shares of C3J’s common stock equal to ten percent of C3J’s fully-diluted capitalization, excluding options and restricted stock awards, immediately prior to the closing of the Merger, and (iv) potential milestone payments of up to $39.5 million related to the development and relevant regulatory approval of products utilizing bacteriophage from the synthetic phage assets acquired from SGI (the “milestone payment obligation”). The equity payment was settled on May 9, 2019, the date of the Merger (Note 1). The present value of the time-based payment obligations was included in the Company’s balance sheet, with interest accreted to the maturity date. The Company paid the last installment of the time-based payment obligation in the amount of $2.0 million during the year ended December 31, 2021. For the year ended December 31, 2021 and 2020, the Company recognized $0.1 million and $0.6 million of interest expense related to the time-based payment obligations, respectively. |
Research Collaboration Arrangem
Research Collaboration Arrangement | 12 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
Research Collaboration Arrangement | 10. Research Collaboration Arrangement In connection with the Synthetic Phage Asset Acquisition discussed in Note 12, the Company was assigned a research collaboration agreement (“Research and Option Agreement”) with Merck. In May 2019, the Research and Option Agreement was amended and extended for four years. During the research term, the Company will be entitled to milestone payments tied to the achievement of product development milestone events in the amount of $1.5 million. The collaboration agreement also provides for the initiation of a second research program should Merck exercise that option during the initial research term and pays the option fee of $1.5 million. To date, Merck has not exercised its license option nor has the Company reached any milestones or earned any revenue under the Research and Option Agreement. Merck has the right to terminate the agreement at any time with 90 days’ notice. Each party to the Research and Option Agreement is responsible for its costs and expenses in connection with the research program. |
Grants and Awards
Grants and Awards | 12 Months Ended |
Dec. 31, 2021 | |
Grants and Awards | |
Grants and Awards | 11. Grants and Awards MTEC Grant On June 15, 2020, the Company entered into an Research Project Award agreement (the “MTEC Agreement”) with the Medical Technology Enterprise Consortium (“MTEC”), pursuant to which the Company will receive a $15.0 million grant and entered into a three-year program administered by DoD through MTEC with funding from the Defense Health Agency and Joint Warfighter Medical Research Program. The Company plans to use the grant to partially fund a Phase 1b/2a, randomized, double-blind, placebo-controlled, dose escalation clinical study of Armata's therapeutic phage-based candidate, AP-SA02, for the treatment of S. aureus Upon license or commercialization of intellectual property developed with the funding from the MTEC Agreement, additional fees will be due to MTEC. The Company will elect whether to (a) pay a fixed royalty amount, which is subject to a cap based upon total funding received, or (b) pay an additional assessment fee, which would also be subject to a cap based upon a percentage of total funding received. The MTEC Agreement will be effective through January 25, 2024. The MTEC Agreement may be terminated in whole or in part, 30 calendar days following the written notice from the Company to MTEC. In addition, MTEC has the right to terminate the MTEC Agreement upon material breach by the Company. The Company determined that the MTEC Agreement is not in the scope of ASC 808 or ASC 606. Applying ASC 606 by analogy the Company recognizes proceeds received under the MTEC Agreement as grant revenue on the statement of operations when related costs are incurred. The Company recognized $4.5 million and $0.8 million in grant revenue from the MTEC Agreement during the year ended December 31, 2021 and 2020, respectively. CFF Therapeutics Development Award On March 13, 2020, the Company entered into an award agreement (the “Agreement”) with CFF, pursuant to which it received a Therapeutics Development Award of up to $5.0 million (the “Award”). The Award will be used to fund a portion of the Company’s Phase 1b/2a clinical trial of the P. aeruginosa P. aeruginosa The first payment under the Agreement, in the amount of $1.0 million, became due upon signing the Agreement and was received in April 2020. The remainder of the Award will be paid to the Company incrementally in installments upon the achievement of certain milestones related to the development program and progress of the Phase 1b/2a clinical trial of AP-PA02, as set forth in the Agreement. If the Company ceases to use commercially reasonable efforts directed to the development of AP-PA02, or any other Product (as defined in the Agreement), for a period of 360 days (an “Interruption”) and fails to resume the development of the Product after receiving from CFF notice of an Interruption, then the Company must either repay the amount of the Award actually received by the Company, plus interest, or grant to CFF (1) an exclusive (even as to the Company), worldwide, perpetual, sublicensable license under technology developed under the Agreement that covers the Product for use in treating infections in CF patients (the “CF Field”), and (2) a non-exclusive, worldwide, perpetual, sublicensable license under certain background intellectual property covering the Product, to the extent necessary to commercialize the Product in the CF Field. Upon commercialization by the Company of any Product, the Company will owe a fixed royalty amount to CFF, which is to be paid in installments determined, in part, based on commercial sales volumes of the Product. The Company will be obligated to make an additional fixed royalty payment upon achieving specified sales milestones. The Company may also be obligated to make a payment to CFF if the Company transfers, sells or licenses the Product in the CF Field, or if the Company enters into a change of control transaction. The Company concluded that the CFF Award is in the scope of ASC 808. Accordingly, as discussed in Note 3, the Company recognizes the award upon achievement of certain milestones as credits to research and development expenses. During year ended December 31, 2021 and 2020, the Company recognized $2.8 million and $1.0 million as credits to research and development expenses related to the CFF Award, respectively. In addition, the Company concluded under the guidance in ASC 730 that it does not have an obligation to repay funds received once related research and development expenses are incurred. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity | |
Stockholders Equity | 12. Stockholders’ Equity The Company is authorized to issue one class of shares designated as “Common Stock”. The number of shares of common stock authorized to be issued is 217,000,000 shares. Private Investments On February 9, 2022, the Company entered into the February 2022 Securities Purchase Agreement to sell its common stock and warrants to Innoviva. The gross proceeds to the Company from the transaction are expected to be $45 million, before deducting estimated offering expenses. Pursuant and subject to the terms and conditions of the securities purchase agreement and related agreements, Innoviva will purchase 9,000,000 newly issued shares of the Company’s common stock, at a price of $5.00 per share, and warrants to purchase up to 4,500,000 additional shares of common stock, with an exercise price of $5.00 per share. The stock purchases are expected to occur in two tranches. Upon execution of the February 2022 Securities Purchase Agreement, Innoviva purchased 3,614,792 shares of common stock and warrants to purchase 1,807,396 shares of common stock for an aggregate purchase price of approximately $18.1 million. At the closing of the second tranche, upon the Company’s stockholders voting in favor of the transaction, Innoviva will purchase 5,385,208 shares of common stock and warrants to purchase 2,692,604 shares of common stock for an aggregate purchase price of $26.9 million. Subject to the satisfaction of certain closing conditions, including the approval of the Company’s stockholders, the second closing contemplated by the securities purchase agreement is expected to occur near the end of the first quarter of 2022. On October 28, 2021, the Company entered into a securities purchase agreement (the “October 2021 Securities Purchase Agreement”) with the Cystic Fibrosis Foundation (“CFF”), a Delaware corporation, the Company’s partner for its lead Phase 1b/2a clinical development program, and Innoviva Strategic Opportunities LLC, a wholly-owned subsidiary of Innoviva, Inc. (Nasdaq: INVA) (collectively, “Innoviva”) for the private placement of newly issued shares of common stock, par value $0.01 per share, of the Company (“Common Stock”). Pursuant to the October 2021 Securities Purchase Agreement, the Company issued and sold 909,091 shares to CFF and 1,212,122 shares to Innoviva, each at a per share price of $3.30 (the “October 2021 Private Placements”). The Company received aggregate gross proceeds from the October 2021 Private Placements of approximately $7.0 million, before deducting transaction expenses On January 26, 2021, the Company entered into a securities purchase agreement (the “January 2021 Securities Purchase Agreement”) with Innoviva, pursuant to which the Company issued and sold to Innoviva, in a private placement, up to 6,153,847 newly issued shares of Common Stock, and warrants (the “Common Warrants”) to purchase up to 6,153,847 shares of Common Stock, with an exercise price per share of $3.25 (the “January 2021 Private Placement”). On January 27, 2020, the Company entered into the Securities Purchase Agreement with Innoviva, pursuant to which the Company agreed to issue and sell to Innoviva, in the 2020 Private Placement, 8,710,800 newly issued shares of the Company’s common stock and warrants to purchase 8,710,800 shares of common stock, with an exercise price per share of $2.87. Each share of common stock was sold together with one common warrant granting the warrant holder the right to purchase an additional share of common stock (“Common Unit”) at $2.87 per share. The 2020 Private Placement occurred in two tranches. The first closing occurred on February 12, 2020, at which time Innoviva purchased 993,139 Common Units in exchange for an aggregate gross cash payment of approximately $2.8 million. On March 27, 2020, the second closing occurred subsequent to stockholder approval, at which time Innoviva purchased 7,717,661 Common Units in exchange for aggregate gross proceeds of $22.2 million. The warrants expire five years from the issuance date. The Company reviewed the authoritative accounting guidance and determined that the warrants meet the criteria to be accounted for as permanent equity. Warrants At December 31, 2021, outstanding warrants to purchase shares of common stock are as follows: Shares Underlying Outstanding Warrants Exercise Price Expiration Date 597,881 $ 21.00 May 10, 2022 1,183,491 $ 5.60 October 16, 2023 993,139 $ 2.87 February 11, 2025 7,717,661 $ 2.87 March 27, 2025 1,867,912 $ 3.25 January 26, 2026 4,285,935 $ 3.25 March 16, 2026 1,200 $ 1,680.00 None 16,647,219 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Stock-based Compensation | |
Stock-based Compensation | 13. Stock-based Compensation Stock Award Plans The Company maintains a 2016 Equity Incentive Plan (the “2016 Plan”), which provides for the issuance of incentive share awards in the form of non-qualified and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and performance-based stock awards. The awards may be granted by the Company’s board of directors to its employees, directors and officers and to consultants, agents, advisors and independent contractors who provide services to the Company or to a subsidiary of the Company. The exercise price for stock options must not be less than the fair market value of the underlying shares on the date of grant. Stock options expire no later than ten years from the date of grant and generally vest and typically become exercisable over a four-year period following the date of grant. Upon the exercise of stock options, the Company issues the resulting shares from shares reserved for issuance under the 2016 Plan. Under the 2016 Plan, the number of shares authorized for issuance automatically increases annually beginning January 1, 2017 and through January 1, 2026. In connection with the Merger, the Company assumed the C3J Jian, Inc. Amended 2006 Stock Option Plan (the “Assumed 2006 Plan”) and the C3J Therapeutics, Inc. 2016 Stock Plan (the “Assumed 2016 Plan”). These plans provided for stock option and restricted stock awards (“RSAs”) to C3J employees in years prior to the Merger with AmpliPhi. The number of shares subject to each outstanding stock option and RSA under those assumed plans, along with the exercise price of stock options, were equitably adjusted pursuant to the terms of the plans to reflect the impact of the Merger and the one-for- fourteen two In November 2020, the Company made an inducement grant of a restricted stock unit award outside of its 2016 Plan to a new employee for 70,000 shares of the Company’s common stock, of which 40,000 shares will vest six months from the grant date and the remaining 30,000 shares will vest three years from the grant date. In addition, the Company granted this new employee 33,000 shares of its common stock which were immediately vested upon issuance. Stock-based Compensation The Company estimates the fair value of stock options with performance and service conditions using the Black-Scholes valuation model. Compensation expense related to stock options granted is measured at the grant date based on the estimated fair value of the award and is recognized on the accelerated attribution method over the requisite service period. The assumptions used in the Black-Scholes model for options granted during the year ended December 31, 2021 and 2020 are presented below: Year ended December 31, 2021 December 31, 2020 Risk-free interest rate 0.73% - 1.29% 0.13% - 1.48% Expected volatility 84.07% - 93.37% 90.43% - 94.0% Expected term (in years) 5.50 - 7.00 5.50 - 7.00 Expected dividend yield 0% 0% The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. Expected volatility is based on an analysis of the historical volatility of Armata and peer companies’ common stock. The expected term represents the period that the Company expects its stock options to be outstanding. The expected term assumption is estimated using the simplified method set forth in the U.S. Securities and Exchange Commission Staff Accounting Bulletin 110, which is the mid-point between the option vesting date and the expiration date. For stock options granted to parties other than employees or directors, the Company elects, on a grant by grant basis, to use the expected term or the contractual term of the option award. The Company has never declared or paid dividends on its common stock and has no plans to do so in the foreseeable future. Forfeitures are recognized as a reduction of stock-based compensation expense as they occur. The tables below summarize the total stock-based compensation expense included in the Company’s consolidated statements of operations for the periods presented: Year Ended December 31, 2021 2020 Research and development $ 1,505,000 $ 1,252,000 General and administrative 1,377,000 2,223,000 Total stock-based compensation $ 2,882,000 $ 3,475,000 Stock option transactions during the year ended December 31, 2021 are presented below: Options Outstanding Weighted Average Weighted Remaining Average Contractual Aggregate Exercise Term Intrinsic Shares Price (Years) Value Outstanding at December 31, 2020 1,668,926 $ 6.30 8.32 — Granted 856,150 4.77 — Exercised (99,517) 3.24 $ 121,000 Forfeited/Cancelled (15,877) 42.20 — Outstanding at December 31, 2021 2,409,682 $ 5.64 8.00 $ 3,630,000 Vested and expected to vest at December 31, 2021 2,409,682 $ 5.64 8.00 $ 3,630,000 Exercisable at December 31, 2021 829,624 $ 8.67 6.90 $ 1,564,000 Restricted stock award transactions under the Assumed 2016 Plan and restricted stock unit award transactions during the year ended December 31, 2021 are presented below: Weighted Avg Grant Date Shares Fair Value Outstanding at December 31, 2020 322,756 $ 19.55 Granted — — Forfeited/Cancelled (1,047) 6.89 Vested and Issued as Common Stock (167,691) 20.29 Outstanding at December 31, 2021 154,018 $ 27.49 The aggregate intrinsic value of options at December 31, 2021 is based on the Company’s closing stock price on that date of $5.48 per share. As of December 31, 2021, there was $2.4 million of total unrecognized compensation expense related to unvested stock options and RSAs, excluding unvested RSAs with performance conditions deemed to be improbable for the period ended December 31, 2021, which the Company expects to recognize over the weighted average remaining period of 1.7 Shares Reserved For Future Issuance As of December 31, 2021, the Company had reserved shares of its common stock for future issuance as follows: Shares Reserved Stock options outstanding 2,409,682 Unvested restricted stock units 30,000 Employee stock purchase plan 9,748 Available for future grants under the 2016 Plan 228,797 Warrants outstanding 16,647,219 Total shares reserved 19,325,446 |
Employee Retirement Plan
Employee Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
Employee Retirement Plan [Abstract] | |
Employee Retirement Plan | 14. Employee Retirement Plan The Company’s employees participate in an employee retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as amended. All of the Company’s employees who meet minimum eligibility requirements are eligible to participate in the plan. Matching contributions to the 401(k) plan are made for certain eligible employees to meet non-discrimination provisions of the plan. The Company did not make matching contributions to the 401(k) plan for the years ended December 31, 2021 and 2020. |
Liquidity (Policies)
Liquidity (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Liquidity | |
Liquidity Policy | The Company has prepared its consolidated financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy its liabilities in the normal course of business. However, the Company has incurred net losses since its inception and has negative operating cash flows. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying 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 the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. On February 9, 2022, the Company entered into a securities purchase agreement (“February 2022 Securities Purchase Agreement”) to sell its common stock and warrants to Innoviva Strategic Opportunities LLC, a wholly ‐ owned subsidiary of Innoviva, Inc. (Nasdaq: INVA) (collectively, "Innoviva"). The gross proceeds to the Company from the transaction are expected to be $45 million. Pursuant and subject to the terms and conditions of the securities purchase agreement and related agreements, Innoviva will purchase 9,000,000 newly issued shares of the Company’s common stock, at a price of $5.00 per share, and warrants to purchase up to 4,500,000 additional shares of common stock, with an exercise price of $5.00 per share. The stock purchases are expected to occur in two tranches. Upon execution , Innoviva purchased 3,614,792 shares of common stock and warrants to purchase 1,807,396 shares of common stock for an aggregate purchase price of approximately $18.1 million. At the closing of the second tranche, upon the Company’s stockholders voting in favor of the transaction, Innoviva will purchase 5,385,208 shares of common stock and warrants to purchase 2,692,604 shares of common stock for an aggregate purchase price of $26.9 million. Subject to the satisfaction of certain closing conditions, including the approval of the Company’s stockholders, the second closing contemplated by the securities purchase agreement is expected to occur near the end of the first quarter of 2022. On October 28, 2021, the Company entered into a securities purchase agreement (the “October 2021 Securities Purchase Agreement”) with the Cystic Fibrosis Foundation (“CFF”), a Delaware corporation, the Company’s partner for its lead Phase 1b/2a clinical development program, and Innoviva Strategic Opportunities LLC, a wholly-owned subsidiary of Innoviva, Inc. (Nasdaq: INVA) (collectively, “Innoviva”) for the private placement of newly issued shares of common stock, par value $0.01 per share, of the Company (“Common Stock”). Pursuant to the October 2021 Securities Purchase Agreement, the Company issued and sold 909,091 shares to CFF and 1,212,122 shares to Innoviva, each at a per share price of $3.30 (the “October 2021 Private Placements”). The Company received aggregate gross proceeds from the October 2021 Private Placements of approximately $7.0 million, before deducting transaction expenses On January 26, 2021, the Company entered into a securities purchase agreement (the “January 2021 Securities Purchase Agreement”) with Innoviva, pursuant to which the Company issued and sold to Innoviva, in a private placement, up to 6,153,847 newly issued shares of Common Stock, and warrants (the “Common Warrants”) to purchase up to 6,153,847 shares of Common Stock, with an exercise price per share of $3.25 (the “January 2021 Private Placement”). On March 27, 2020, the Company completed a private placement transaction and sold to Innoviva Inc. 8,710,800 newly issued shares of Common Stock and warrants to purchase 8,710,800 shares of common stock, with an exercise price per share of $2.87 (the “2020 Private Placement”). Each share of common stock was sold together with one common warrant granting the warrant holder the right to purchase an additional share of common stock at $2.87 per share. The 2020 Private Placement was closed in two tranches raising total gross proceeds of $25.0 million. Management plans to raise additional capital through equity offerings, debt financings, or other capital sources, including potential collaborations, licenses and other similar arrangements. While management believes this plan to raise additional funds will alleviate the conditions that raise substantial doubt, these plans are not entirely within its control and cannot be assessed as being probable of occurring. The Company’s ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic. The Company may not be able to secure additional financing in a timely manner or on favorable terms, if at all. Furthermore, if the Company issues equity securities to raise additional funds, its existing stockholders may experience dilution, and the new equity securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders. If the Company raises additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to its potential products on terms that are not favorable to the Company. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce or eliminate its research and development programs or other operations. If any of these events occur, the Company’s ability to achieve the development and commercialization goals would be adversely affected. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries including C3J, Biocontrol Limited and AmpliPhi Australia Pty Ltd. All significant intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in its consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates these estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist primarily of deposits with commercial banks and financial institutions. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments include cash equivalents, prepaid expenses and other assets, restricted cash, accounts payable, accrued expenses and deferred asset acquisition consideration. The carrying amount of cash equivalents prepaid expenses and other assets, restricted cash, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement, or sale of an asset, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Estimated useful lives for property and equipment are as follows: Estimated Useful Lives Laboratory equipment 5 – 10 years Office and computer equipment 3 – 5 years Leasehold improvements Shorter of lease term or useful life |
Fair Value Measurements | Fair Value Measurements Fair value measurements are market-based measurements, not entity-specific measurements. Therefore, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. The Company follows a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below: ● Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. ● Level 2—Valuations based on 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 and models for which all significant inputs are observable, either directly or indirectly. ● Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The Company did not have any assets or liabilities that require recurring or nonrecurring measurements. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets or the asset groups are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the estimated discounted future net cash flows arising from the assets or asset groups. No |
In-Process Research and Development ("IPR&D") and Acquired IPR&D | In-Process Research and Development (“IPR&D”) and Acquired IPR&D IPR&D assets are intangible assets with indefinite lives and are not subject to amortization. The Company’s IPR&D assets represent a capitalized in-process bacteriophage development programs for S. aureus infections that the Company acquired through the Merger. Such assets are initially measured at their acquisition-date fair values and are subject to impairment testing at least annually until completion or abandonment of research and development efforts associated with the projects. Upon successful completion of each project, the Company makes a determination as to the then remaining useful life of the intangible asset and begins amortization. The Company tests IPR&D assets for impairment as of December 31 of each year or more frequently if indicators of impairment are present. The authoritative accounting guidance provides an optional qualitative assessment for any indicators that indefinite-lived intangible assets are impaired. If it is determined that it is more likely than not that the indefinite-lived intangible assets, including IPR&D, are impaired, the fair value of the indefinite-lived intangible assets is compared with the carrying amount and impairment is recorded for any excess of the carrying amount over the fair value of the indefinite-lived intangible assets. If and when a quantitative analysis of IPR&D assets is required based on the result of the optional qualitative assessment, the estimated fair value of IPR&D assets is calculated based on the income approach, which includes discounting expected future net cash flows associated with the assets to a net present value. The fair value measurements utilized to perform the impairment analysis are categorized within Level 3 of the fair value hierarchy. Significant management judgment is required in the forecast of future operating results that are used in the Company’s impairment analysis. The estimates the Company uses are consistent with the plans and estimates that it uses to manage its business. Significant assumptions utilized in the Company’s income approach model include the discount rate, timing of clinical studies and regulatory approvals, the probability of success of its research and development programs, timing of commercialization of these programs, forecasted sales, gross margin, selling, general and administrative expenses, capital expenditures, as well as anticipated growth rates. During the fourth quarter ended December 31, 2021, the Company performed the annual evaluation of its IPR&D assets for impairment. The Company considered the development timelines for its S. aureus development program and noted no qualitative factors that would indicate potential impairment of its IPR&D asset. The Company also performed a quantitative analysis for impairment analysis and based on this analysis, the fair value of this phage program was greater than its carrying value as of December 31, 2021. Consequently, no |
Goodwill | Goodwill Goodwill, which has an indefinite useful life, represents the excess of purchase consideration over the fair value of net assets acquired. The Company’s goodwill as of December 31, 2021 is associated with AmpliPhi’s business prior to the Merger. Goodwill is not subject to amortization and is required to be tested for impairment at least on an annual basis. The Company tests goodwill for impairment as of December 31 of each year. The Company determines whether goodwill may be impaired by comparing the carrying value of the single reporting unit, including goodwill, to the fair value of the reporting unit. If the fair value is less than the carrying amount, a more detailed analysis is performed to determine whether goodwill is impaired. The impairment loss, if any, is measured as the excess of the carrying value of the goodwill over the implied fair value of the goodwill and is recorded in the Company’s consolidated statements of operations. There was no |
Research and Development | Research and Development All research and development costs are expensed as incurred. Research and development costs consist primarily of salaries, employee benefits, costs associated with preclinical studies and clinical trials (including amounts paid to clinical research organizations and other professional services). Payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods or services are received. The Company records accruals for estimated research and development costs, comprising payments for work performed by third party contractors, laboratories, participating clinical trial sites, and others. Some of these contractor’s bill monthly based on actual services performed, while others bill periodically based upon achieving certain contractual milestones. For the latter, the Company accrues the expenses as goods or services are used or rendered. Clinical trial site costs related to patient enrollment are accrued as patients enter and progress through the trial. Judgments and estimates are made in determining the accrued balances at the end of the reporting period. Research and development expenses are partially offset by the benefit of tax incentive payments for qualified research and development expenditures from the Australian tax authority (“AU Tax Rebates”). The Company does not record AU Tax Rebates until payment is received due to the uncertainty of receipt. In January 2022, the Company received AU Tax Rebates of approximately $0.2 million related to calendar year 2020, and such rebates have been recorded as an offset to research and development expense in the Company’s consolidated statements of operations for the three months ending March 31, 2022. During the year ended December 31, 2020, the Company applied for AU Tax Rebates for the calendar year 2019 and received $0.7 million in January 2021 which was recognized in 2021 as an offset to research and development expenses. |
Stock-Based Compensation | Stock-Based Compensation Compensation expense related to stock options granted to employees and non-employees is measured at the grant date based on the estimated fair value of the award and is recognized on the accelerated attribution method over the requisite service period. Forfeitures are recognized as a reduction of stock-based compensation expense as they occur. Stock-based compensation expense for an award with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. |
Foreign Currency Translations and Transactions | Foreign Currency Translations and Transactions The functional currency of the Company and its wholly owned subsidiaries is the U.S. dollar. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies its performance obligations. At contract inception, the Company assesses the goods or services agreed upon within each contract and assess whether each good or service is distinct and determine those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. During the years ended December 31, 2021 and 2020, the Company did not recognize revenue or deferred revenue from contracts with customers. |
Grants and Awards | Grants and Awards In applying the provisions of ASC Topic 606, Revenue from Contracts with Customers , Collaborative Arrangements Accounting for Government Grants and Disclosure of Government Assistance Armata also considers the guidance in ASC Topic 730, Research and Development . Deferred grant or award liability represents award funds received or receivable for which the allowable expenses have not yet been incurred as of the balance sheet date. |
Leases | Leases The Company determines if an arrangement contains a lease at inception. The Company currently only has operating leases. The Company recognizes a right-of-use operating lease asset and associated short- and long-term operating lease liability on its consolidated balance sheet for operating leases greater than one year. The right-of-use assets represent the Company’s right to use an underlying asset for the lease term and the lease liabilities represent the Company’s obligation to make lease payments arising from the lease arrangements. Right-of-use operating lease assets and lease liabilities are recognized based on the present value of the future minimum lease payments the Company will pay over the lease term. The Company determines the lease term at the inception of each lease, which includes renewal options only if the Company concludes that such options are reasonably certain to be exercised. As the Company’s leases do not provide an interest rate implicit in the lease, the Company uses its incremental borrowing rate, based on the information available on the date of adoption of Topic 842, Leases , as of the lease inception date or at the lease option extension date in determining the present value of future payments. The Company recognizes rent expense for the minimum lease payments on a straight-line basis over the expected term of the leases. The Company recognizes period expenses, such as common area maintenance expenses, in the period such expenses are incurred. |
Income Taxes | Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Deferred income taxes are recognized for the future tax consequences of temporary differences using enacted statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Temporary differences include the differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities and net operating loss and tax credit carryforwards. The effect on deferred taxes of a change in tax rates is recognized in income (expense) in the period that includes the enactment date. The Company evaluates the likelihood that deferred tax assets will be recovered from future taxable income. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share Net earnings or loss per share (“EPS”) is calculated in accordance with the applicable accounting guidance provided in ASC 260, Earnings per Share. |
Settlement of Zero-coupon Debt Instrument | Settlement of Zero-coupon Debt Instrument The Company’s deferred purchase consideration arrangement with Synthetic Genomics (Note 9) does not have a stated interest rate. Upon repayment of deferred purchase consideration, the Company classifies the portion attributable to accreted interest as a cash outflow for operating activities, and the portion relating to principal as a cash outflow for financing activities. |
Recent Accounting Pronouncements Not Yet Adopted and Recently Adopted Accounting Standards | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . The standard amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. For available-for-sale debt securities, entities will be required to recognize an allowance for credit losses rather than a reduction in carrying value of the asset. Entities will no longer be permitted to consider the length of time that fair value has been less than amortized cost when evaluating when credit losses should be recognized. does In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) . 2020-06 are effective for the Company as of January 1, 2024. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements and does not expect the adoption of this ASU to have a material impact on the Company’s consolidated financial statements. Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplying the Accounting for Income Taxes, which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance became effective for the Company on January 1, 2021 and the adoption did not have a material impact on its consolidated financial statements or related disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Antidilutive Securities Excluded from Computation of Diluted Weighted Shares Outstanding | December 31, 2021 December 31, 2020 Options 2,409,682 1,668,926 Unvested restricted stock units 30,000 — Restricted stock awards 124,018 322,756 Warrants 16,647,219 10,547,618 Total 19,210,919 12,539,300 |
Useful Lives of Property and Equipment | Estimated Useful Lives Laboratory equipment 5 – 10 years Office and computer equipment 3 – 5 years Leasehold improvements Shorter of lease term or useful life |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss per Share | |
Antidilutive Securities Excluded from Computation of Diluted Weighted Shares Outstanding | December 31, 2021 December 31, 2020 Options 2,409,682 1,668,926 Unvested restricted stock units 30,000 — Restricted stock awards 124,018 322,756 Warrants 16,647,219 10,547,618 Total 19,210,919 12,539,300 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Details | |
Property and Equipment | Property and equipment consisted of the following: December 31, 2021 December 31, 2020 Laboratory equipment $ 7,754,000 $ 6,547,000 Furniture and fixtures 817,000 719,000 Office and computer equipment 451,000 413,000 Leasehold improvements 3,423,000 3,423,000 Total 12,445,000 11,102,000 Less: accumulated depreciation (10,225,000) (9,055,000) Property and equipment, net $ 2,220,000 $ 2,047,000 |
Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following: December 31, 2021 December 31, 2020 Accounts payable $ 1,138,000 $ 956,000 Accrued clinical trial expenses 529,000 248,000 Other accrued expenses 603,000 725,000 $ 2,270,000 $ 1,929,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
(Loss) Income from Continuing Operations Before Income Taxes | Loss before income taxes consisted of the following components: Year Ended December 31, 2021 2020 United States $ (21,714,000) $ (21,583,000) Foreign (1,441,000) (598,000) Total $ (23,155,000) $ (22,181,000) |
Reconciliation of Statutory to Effective Tax Rates | The differences between the Company’s effective tax rate and the U.S. federal statutory tax rate were as follows: December 31, 2021 2020 U.S. federal statutory income tax rate 21.0 % 21.0 % Adjustments for tax effects of: State income taxes, net of federal tax 6.2 % 6.6 % Stock-based compensation (0.8) % (0.7) % Change in valuation allowance (27.2) % (28.5) % Other 0.8 % 1.6 % Effective income tax rate 0.0 % 0.0 % |
Components of Deferred Tax Assets | Significant components of the Company’s deferred tax assets and liabilities were as follows: December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 36,405,000 $ 31,243,000 Capitalized research and development 16,306,000 15,789,000 Stock-based compensation 2,467,000 2,087,000 Depreciation and amortization 1,301,000 1,405,000 Lease accounting 10,631,000 3,478,000 Other 1,174,000 989,000 Total deferred tax assets before valuation allowance 68,284,000 54,991,000 Less: valuation allowance (58,251,000) (51,972,000) Total deferred tax assets after valuation allowance 10,033,000 3,019,000 Deferred tax liabilities: Right-of-use asset (10,033,000) (3,019,000) In-process research and development (3,077,000) (3,077,000) Total deferred tax liabilities (13,110,000) (6,096,000) Net deferred tax liability $ (3,077,000) $ (3,077,000) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Future Minimum Lease Payments | Operating Leases 2022 $ 1,593,000 2023 2,904,000 2024 4,512,000 2025 5,139,000 2026 5,293,000 Thereafter 54,847,000 Total minimum lease payments 74,288,000 Less: amount representing interest (36,299,000) Present value of operating lease obligations 37,989,000 Less: current portion (1,509,000) Noncurrent operating lease obligations $ 36,480,000 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity | |
Summary of Warrant Information | At December 31, 2021, outstanding warrants to purchase shares of common stock are as follows: Shares Underlying Outstanding Warrants Exercise Price Expiration Date 597,881 $ 21.00 May 10, 2022 1,183,491 $ 5.60 October 16, 2023 993,139 $ 2.87 February 11, 2025 7,717,661 $ 2.87 March 27, 2025 1,867,912 $ 3.25 January 26, 2026 4,285,935 $ 3.25 March 16, 2026 1,200 $ 1,680.00 None 16,647,219 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock-based Compensation | |
Assumptions used in the black-Scholes model | Year ended December 31, 2021 December 31, 2020 Risk-free interest rate 0.73% - 1.29% 0.13% - 1.48% Expected volatility 84.07% - 93.37% 90.43% - 94.0% Expected term (in years) 5.50 - 7.00 5.50 - 7.00 Expected dividend yield 0% 0% |
Allocation of Stock-Based Compensation Expenses | Year Ended December 31, 2021 2020 Research and development $ 1,505,000 $ 1,252,000 General and administrative 1,377,000 2,223,000 Total stock-based compensation $ 2,882,000 $ 3,475,000 |
Summary of Stock Option Activity | Options Outstanding Weighted Average Weighted Remaining Average Contractual Aggregate Exercise Term Intrinsic Shares Price (Years) Value Outstanding at December 31, 2020 1,668,926 $ 6.30 8.32 — Granted 856,150 4.77 — Exercised (99,517) 3.24 $ 121,000 Forfeited/Cancelled (15,877) 42.20 — Outstanding at December 31, 2021 2,409,682 $ 5.64 8.00 $ 3,630,000 Vested and expected to vest at December 31, 2021 2,409,682 $ 5.64 8.00 $ 3,630,000 Exercisable at December 31, 2021 829,624 $ 8.67 6.90 $ 1,564,000 |
Schedule of restricted stock awards | Weighted Avg Grant Date Shares Fair Value Outstanding at December 31, 2020 322,756 $ 19.55 Granted — — Forfeited/Cancelled (1,047) 6.89 Vested and Issued as Common Stock (167,691) 20.29 Outstanding at December 31, 2021 154,018 $ 27.49 |
Shares Reserved for Future Issuance | Shares Reserved Stock options outstanding 2,409,682 Unvested restricted stock units 30,000 Employee stock purchase plan 9,748 Available for future grants under the 2016 Plan 228,797 Warrants outstanding 16,647,219 Total shares reserved 19,325,446 |
Organization and Description _2
Organization and Description of the Business (Details) $ in Millions | May 09, 2019USD ($)shares | Dec. 31, 2021 |
Number of shares issued per common stock outstanding | shares | 0.6906 | |
Reverse stock split ratio | 0.0714 | 0.0714 |
Anticipated purchase of common shares upon completion of merger | $ | $ 10 | |
Percentage of ownership | 76.00% | |
AmpliPhi Biosciences Corporation [Member] | ||
Percentage of ownership | 24.00% |
Liquidity (Narrative) (Details)
Liquidity (Narrative) (Details) | Feb. 09, 2022USD ($)tranche$ / sharesshares | Oct. 28, 2021USD ($)$ / sharesshares | Jan. 26, 2021$ / sharesshares | Mar. 27, 2020USD ($)$ / sharesshares | Feb. 12, 2020USD ($)shares | Jan. 27, 2020$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares |
Cash and cash equivalents | $ | $ 10,288,000 | $ 9,649,000 | ||||||
Liquidity, management evaluation | The Company has prepared its consolidated financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy its liabilities in the normal course of business. However, the Company has incurred net losses since its inception and has negative operating cash flows. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying 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 the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. | |||||||
Proceeds from issuance of private placement | $ | $ 45,000,000 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Securities Purchase Agreement [Member] | ||||||||
Proceeds from equity offerings, gross | $ | $ 7,000,000 | |||||||
Shares Issued, Price Per Share | $ / shares | $ 3.30 | |||||||
Proceeds from issuance of private placement | $ | $ 25,000,000 | |||||||
Number of common warrants sold per share of common stock | 1 | |||||||
Securities Purchase Agreement [Member] | Cystic Fibrosis Foundation [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 909,091 | |||||||
Securities Purchase Agreement [Member] | Innoviva Strategic Opportunities LLC [Member] | ||||||||
Securities purchase agreement maximum gross proceeds | $ | $ 45,000,000 | |||||||
Number of tranches | tranche | 2 | |||||||
Shares Issued, Price Per Share | $ / shares | $ 5 | |||||||
Stock Issued During Period, Shares, New Issues | 9,000,000 | 1,212,122 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,500,000 | |||||||
Exercise price of warrants | $ / shares | $ 5 | |||||||
Securities Purchase Agreement [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||||||||
Shares Issued, Price Per Share | $ / shares | $ 3.25 | $ 2.87 | $ 2.87 | |||||
Stock Issued During Period, Shares, New Issues | 6,153,847 | 8,710,800 | 8,710,800 | |||||
Exercise price of warrants | $ / shares | $ 3.25 | |||||||
Securities Purchase Agreement [Member] | Warrants and Rights Subject to Mandatory Redemption [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 8,710,800 | 8,710,800 | ||||||
Exercise price of warrants | $ / shares | $ 2.87 | |||||||
Securities Purchase Agreement [Member] | Warrants and Rights Subject to Mandatory Redemption [Member] | Maximum [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,153,847 | |||||||
Securities Purchase Agreement First Tranche [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 993,139 | |||||||
Proceeds from issuance of private placement | $ | $ 2,800,000 | |||||||
Securities Purchase Agreement First Tranche [Member] | Innoviva Strategic Opportunities LLC [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 3,614,792 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,807,396 | |||||||
Net proceeds from issuance of common stock and warrants | $ | $ 18,100,000 | |||||||
Securities Purchase Agreement Second Tranche [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 7,717,661 | |||||||
Proceeds from issuance of private placement | $ | $ 22,200,000 | |||||||
Securities Purchase Agreement Second Tranche [Member] | Innoviva Strategic Opportunities LLC [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 5,385,208 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,692,604 | |||||||
Net proceeds from issuance of common stock and warrants | $ | $ 26,900,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Narrative) (Details) | May 09, 2019 | Jan. 31, 2022USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Oct. 28, 2021$ / shares | Apr. 30, 2020USD ($) |
Impairment of long-lived assets | $ 0 | |||||
Impairment of in-process research and development | 0 | |||||
Unrecognized tax benefits | $ 0 | $ 0 | ||||
Conversion ratio of reverse stock split | 0.0714 | 0.0714 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common stock, shares authorized | shares | 217,000,000 | 217,000,000 | ||||
Lease liability | $ 37,989,000 | $ 11,700,000 | ||||
Right-of-use asset | 35,852,000 | $ 10,790,000 | $ 11,000,000 | |||
Accumulated deficit | (202,857,000) | (179,702,000) | ||||
Goodwill, Impairment Loss | $ 0 | |||||
Estimated incremental borrowing rate (as a percent) | 12.89% | |||||
Australian Taxation Office [Member] | ||||||
Tax rebates received | $ 200,000 | $ 700,000 |
Significant Accounting Polici_5
Significant Accounting Policies (Useful Lives of Property and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of lease term or useful life |
Minimum [Member] | Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Minimum [Member] | Office and Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Maximum [Member] | Office and Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Net Loss Per Share (Computation
Net Loss Per Share (Computation of Basic and Diluted Net Loss Per Share) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies | ||
Net loss basic | $ (23,155,000) | $ (22,181,000) |
Weighted average shares outstanding, basic | 24,104,146 | 16,415,012 |
Net loss per share, basic | $ (0.96) | $ (1.35) |
Weighted average shares outstanding, diluted | 24,104,146 | 16,415,012 |
Net loss per share, diluted | $ (0.96) | $ (1.35) |
Net Loss Per Share (Antidilutiv
Net Loss Per Share (Antidilutive Shares Excluded from Computation of Diluted Shares Outstanding) (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 19,210,919 | 12,539,300 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 2,409,682 | 1,668,926 |
Unvested Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 30,000 | |
Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 124,018 | 322,756 |
Warrant Liability [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted weighted shares outstanding | 16,647,219 | 10,547,618 |
Balance Sheet Details (Narrativ
Balance Sheet Details (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Balance Sheet Details | ||
Depreciation | $ 1,169,000 | $ 1,114,000 |
Balance Sheet Details (Property
Balance Sheet Details (Property and Equipment) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 12,445,000 | $ 11,102,000 |
Less: accumulated depreciation | (10,225,000) | (9,055,000) |
Property and equipment, net | 2,220,000 | 2,047,000 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 7,754,000 | 6,547,000 |
Office and Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 451,000 | 413,000 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 817,000 | 719,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,423,000 | $ 3,423,000 |
Balance Sheet Details (Accounts
Balance Sheet Details (Accounts Payable and Accrued Liabilities) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Details | ||
Accounts payable | $ 1,138,000 | $ 956,000 |
Accrued clinical trial expenses | 529,000 | 248,000 |
Other accrued expenses | 603,000 | 725,000 |
Accounts Payable and Accrued Liabilities, Current, Total | $ 2,270,000 | $ 1,929,000 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Impairment of in-process research and development | $ 0 | |
Unrecognized tax benefits | 0 | $ 0 |
Interest and penalties pertaining to income tax examination recognized | $ 0 | |
U.S. federal statutory income tax rate | 21.00% | 21.00% |
Current tax expense on US and Foreign pre tax losses | $ 0 | $ 0 |
Domestic Tax Authority [Member] | ||
Net operating loss carryforwards ("NOLs") | 128,400,000 | |
State and Local Jurisdiction [Member] | ||
Net operating loss carryforwards ("NOLs") | $ 94,400,000 |
Income Taxes ((Loss) Income fro
Income Taxes ((Loss) Income from Continuing Operations Before Income Taxes) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Abstract] | ||
United States | $ (21,714,000) | $ (21,583,000) |
Foreign | (1,441,000) | (598,000) |
Loss before income taxes | $ (23,155,000) | $ (22,181,000) |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of Statutory to Effective Income Tax Rate) (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Abstract] | ||
U.S. federal statutory income tax rate | 21.00% | 21.00% |
State income taxes, net of federal tax | 6.20% | 6.60% |
Stock-based compensation | (0.80%) | (0.70%) |
Change in valuation allowance | (27.20%) | (28.50%) |
Other | 0.80% | 1.60% |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes (Components of Def
Income Taxes (Components of Deferred Tax Assets) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets, Net [Abstract] | ||
Net operating loss carry-forwards | $ 36,405,000 | $ 31,243,000 |
Capitalized research and development | 16,306,000 | 15,789,000 |
Stock-based compensation | 2,467,000 | 2,087,000 |
Depreciation and amortization | 1,301,000 | 1,405,000 |
Lease accounting | 10,631,000 | 3,478,000 |
Other | 1,174,000 | 989,000 |
Total deferred tax assets before valuation allowance | 68,284,000 | 54,991,000 |
Less: valuation allowance | (58,251,000) | (51,972,000) |
Total deferred tax assets after valuation allowance | 10,033,000 | 3,019,000 |
Deferred Tax Liabilities, Net [Abstract] | ||
Right-of-use asset | (10,033,000) | (3,019,000) |
In-process research and development | (3,077,000) | (3,077,000) |
Total deferred tax liabilities | 13,110,000 | 6,096,000 |
Net deferred tax liability | $ (3,077,000) | $ (3,077,000) |
Paycheck Protection Program L_2
Paycheck Protection Program Loan (Narrative) (Details) - USD ($) | Apr. 20, 2020 | Dec. 31, 2021 |
Gain upon extinguishment of Paycheck Protection Program loan | $ 722,000 | |
Unsecured Debt [Member] | Payment Protection Program Note [Member] | ||
Proceeds from unsecured notes payable | $ 717,000 | |
Interest rate (as a percent) | 1.00% | |
Gain upon extinguishment of Paycheck Protection Program loan | $ 700,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 28, 2021 | |
Lease term | 16 years | |||
Base annual rent for 2024 | $ 250,000 | |||
Maximum allowance for tenant improvements | 7,300,000 | |||
Operating lease base rent | $ 1,900,000 | |||
Annual increase in rent percentage | 3.00% | |||
Base rent at the end of lease term | $ 2,500,000 | |||
Period of lease and rental abatement credit | 6 months | |||
Lease and rental abatement credit | $ 800,000 | |||
Rent expense under operating leases | $ 2,700,000 | $ 1,900,000 | ||
Cash payments for operating leases | 2,200,000 | 1,100,000 | ||
Operating Lease, Liability | 11,700,000 | 37,989,000 | ||
Operating Lease, Right-of-Use Asset | $ 11,000,000 | $ 35,852,000 | $ 10,790,000 | |
Lessee, Operating Lease, Discount Rate | 12.89% | |||
Standby letter of credit | $ 5,000,000 | |||
Letter of Credit [Member] | ||||
Short-term Debt | $ 1,200,000 | |||
Short term borrowings reduction amount each subsequent year | $ 20 |
Commitments and Contingencies_3
Commitments and Contingencies (Future Minimum Lease Payments) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2020 |
Commitments and Contingencies | |||
2022 | $ 1,593,000 | ||
2023 | 2,904,000 | ||
2024 | 4,512,000 | ||
2025 | 5,139,000 | ||
2026 | 5,293,000 | ||
Thereafter | 54,847,000 | ||
Total minimum lease payments | 74,288,000 | ||
Less: amount representing interest | (36,299,000) | ||
Operating Lease, Liability, Total | 37,989,000 | $ 11,700,000 | |
Less: current portion | (1,509,000) | $ (1,551,000) | |
Noncurrent operating lease obligations | $ 36,480,000 | $ 10,877,000 |
Synthetic Genomics Asset Acqu_2
Synthetic Genomics Asset Acquisition (Details) - USD ($) | Dec. 20, 2018 | Feb. 28, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest expense | $ 64,000 | $ 628,000 | ||
C3J [Member] | Synthetic Genomics Inc [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash paid for productive assets | $ 1,000,000 | |||
Cash paid acquisition of assets | 8,000,000 | $ 2,000,000 | ||
Issuance of common stock and conversion of deferred consideration for asset acquisition | $ 27,000,000 | |||
Percentage of fully diluted capitalized for issuance of common stock | 10.00% | |||
Maximum potential milestone payments | $ 39,500,000 | |||
C3J [Member] | Scenario Original Expected Payment One [Member] | Synthetic Genomics Inc [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Paid at closing | 1,000,000 | |||
C3J [Member] | Scenario Original Expected Payment Two [Member] | Synthetic Genomics Inc [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable at one year from closing / on January 31, 2019 | 1,000,000 | |||
C3J [Member] | Scenario Original Expected Payment Three [Member] | Synthetic Genomics Inc [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable at two years from closing / on January 31, 2020 | 1,000,000 | |||
C3J [Member] | Scenario Original Expected Payment Four [Member] | Synthetic Genomics Inc [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payable at three years from closing / on January 31, 2021 | $ 5,000,000 | |||
C3J [Member] | Scenario Amended Expected Payment One [Member] | Synthetic Genomics Inc [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash paid acquisition of assets | $ 1,000,000 | |||
C3J [Member] | Scenario Amended Expected Payment Two [Member] | Synthetic Genomics Inc [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash paid acquisition of assets | 1,000,000 | |||
C3J [Member] | Scenario Amended Expected Payment Three [Member] | Synthetic Genomics Inc [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash paid acquisition of assets | $ 2,000,000 |
Research Collaboration Arrang_2
Research Collaboration Arrangement (Narrative) (Details) $ in Millions | 1 Months Ended |
May 31, 2019USD ($) | |
Research and Development [Abstract] | |
Revenue expected milestone receivable amount | $ 1.5 |
Agreement option fee amount | $ 1.5 |
Grants and Awards (Narrative) (
Grants and Awards (Narrative) (Details) - USD ($) | Jun. 15, 2020 | Mar. 13, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Award [Line Items] | ||||
Revenue from grants | $ 4,474,000 | $ 823,000 | ||
Award receivable | 2,989,000 | 561,000 | ||
Medical Technology Enterprise Consortium [Member] | ||||
Award [Line Items] | ||||
Revenue from grants | 4,500,000 | 800,000 | ||
Cystic Fibrosis Foundation [Member] | ||||
Award [Line Items] | ||||
Research and development benefit | $ 2,800,000 | $ 1,000,000 | ||
Award receivable | $ 1,000,000 | |||
Award agreement interruption period | 360 days | |||
Maximum [Member] | Cystic Fibrosis Foundation [Member] | ||||
Award [Line Items] | ||||
Amount of threshold development award | $ 5,000,000 | |||
Scenario, Plan [Member] | Medical Technology Enterprise Consortium [Member] | ||||
Award [Line Items] | ||||
Revenue from grants | $ 15,000,000 |
Stockholders Equity (Narrative)
Stockholders Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 09, 2022 | Oct. 28, 2021 | Jan. 26, 2021 | Mar. 27, 2020 | Feb. 12, 2020 | Jan. 27, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 217,000,000 | 217,000,000 | ||||||
Proceeds from issuance of private placement | $ 45 | |||||||
Warrant expiration term | 5 years | |||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Securities Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from issuance of private placement | $ 25 | |||||||
Shares Issued, Price Per Share | $ 3.30 | |||||||
Proceeds from equity offerings, gross | $ 7 | |||||||
Securities Purchase Agreement First Tranche [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from issuance of private placement | $ 2.8 | |||||||
Common stock issued in registered public financings (in shares) | 993,139 | |||||||
Securities Purchase Agreement Second Tranche [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from issuance of private placement | $ 22.2 | |||||||
Common stock issued in registered public financings (in shares) | 7,717,661 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued in registered public financings (in shares) | 8,275,060 | 8,710,800 | ||||||
Common Stock Subject to Mandatory Redemption [Member] | Securities Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued in registered public financings (in shares) | 6,153,847 | 8,710,800 | 8,710,800 | |||||
Shares Issued, Price Per Share | $ 3.25 | $ 2.87 | $ 2.87 | |||||
Exercise price of warrants | $ 3.25 | |||||||
Warrants and Rights Subject to Mandatory Redemption [Member] | Securities Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares called by each warrant | 1 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 8,710,800 | 8,710,800 | ||||||
Exercise price of warrants | $ 2.87 | |||||||
Warrants and Rights Subject to Mandatory Redemption [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,153,847 | |||||||
Cystic Fibrosis Foundation [Member] | Securities Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued in registered public financings (in shares) | 909,091 | |||||||
Innoviva Strategic Opportunities LLC [Member] | Securities Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued in registered public financings (in shares) | 9,000,000 | 1,212,122 | ||||||
Shares Issued, Price Per Share | $ 5 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,500,000 | |||||||
Exercise price of warrants | $ 5 | |||||||
Innoviva Strategic Opportunities LLC [Member] | Securities Purchase Agreement First Tranche [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued in registered public financings (in shares) | 3,614,792 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,807,396 | |||||||
Net proceeds from issuance of common stock and warrants | $ 18.1 | |||||||
Innoviva Strategic Opportunities LLC [Member] | Securities Purchase Agreement Second Tranche [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued in registered public financings (in shares) | 5,385,208 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,692,604 | |||||||
Net proceeds from issuance of common stock and warrants | $ 26.9 |
Stockholders Equity (Summary of
Stockholders Equity (Summary of Warrants Outstanding) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 26, 2021 | Jan. 27, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants | 16,647,219 | ||
Exercise Price $21.00 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants | 597,881 | ||
Exercise Price | $ 21 | ||
Warrant Expiration Date | May 10, 2022 | ||
Exercise Price $5.60 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants | 1,183,491 | ||
Exercise Price | $ 5.60 | ||
Warrant Expiration Date | Oct. 16, 2023 | ||
Exercise Price $2.87 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants | 993,139 | ||
Exercise Price | $ 2.87 | ||
Warrant Expiration Date | Feb. 11, 2025 | ||
Exercise Price $2.87. | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants | 7,717,661 | ||
Exercise Price | $ 2.87 | ||
Warrant Expiration Date | Mar. 27, 2025 | ||
Exercise Price $1,680.00 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants | 1,200 | ||
Exercise Price | $ 1,680 | ||
Exercise Price $3.25. | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants | 1,867,912 | ||
Exercise Price | $ 3.25 | ||
Warrant Expiration Date | Jan. 26, 2026 | ||
Exercise Price $3.25 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants | 4,285,935 | ||
Exercise Price | $ 3.25 | ||
Warrant Expiration Date | Mar. 16, 2026 | ||
Securities Purchase Agreement [Member] | Common Stock Subject to Mandatory Redemption [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise Price | $ 3.25 | ||
Securities Purchase Agreement [Member] | Warrants and Rights Subject to Mandatory Redemption [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise Price | $ 2.87 |
Stock-based Compensation (Narra
Stock-based Compensation (Narrative) (Details) | May 09, 2019 | Nov. 30, 2020shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) |
Reverse stock split ratio | 0.0714 | 0.0714 | ||
Vesting percentage | 100.00% | |||
Common stock closing price | $ / shares | $ 5.48 | |||
Unrecognized compensation cost related to unvested options | $ | $ 2,400,000 | |||
Stock based compensation expense | $ | $ 2,882,000 | $ 3,475,000 | ||
Weighted-average remaining period for recognition of compensation costs related to unvested options | 1 year 8 months 12 days | |||
Vested (in shares) | 2,409,682 | |||
Assumed 2006 and 2016 Plan [Member] | ||||
Additional awards | 0 | |||
Minimum [Member] | Assumed 2006 and 2016 Plan [Member] | ||||
Expiration period of share-based payment award | 2 years | |||
Maximum [Member] | Assumed 2006 and 2016 Plan [Member] | ||||
Expiration period of share-based payment award | 4 years | |||
Unvested Restricted Stock Units [Member] | New Employee [Member] | ||||
Granted (in shares) | 70,000 | |||
Vested (in shares) | 33,000 | |||
Unvested Restricted Stock Units [Member] | New Employee [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||||
Vesting period of share-based compensation award | 6 months | |||
Granted (in shares) | 40,000 | |||
Unvested Restricted Stock Units [Member] | New Employee [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||||
Vesting period of share-based compensation award | 3 years | |||
Granted (in shares) | 30,000 | |||
Equity Incentive Plan 2016 [Member] | ||||
Expiration period of share-based payment award | 10 years | |||
Vesting period of share-based compensation award | 4 years |
Stock-based Compensation (Assum
Stock-based Compensation (Assumptions Used in the Black-Scholes Model) (Details) - Common Stock Options [Member] | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair value input, equity securities | 0 | 0 |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value input, equity securities | 0.0073 | 0.0013 |
Minimum [Member] | Measurement Input, Price Volatility [Member] | ||
Fair value input, equity securities | 84.07 | 0.9043 |
Minimum [Member] | Measurement Input, Expected Term [Member] | ||
Fair value input, equity securities | 0.0550 | |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value input, equity securities | 0.0129 | 0.0148 |
Maximum [Member] | Measurement Input, Price Volatility [Member] | ||
Fair value input, equity securities | 0.9337 | 0.940 |
Maximum [Member] | Measurement Input, Expected Term [Member] | ||
Fair value input, equity securities | 0.0700 |
Stock-based Compensation (Alloc
Stock-based Compensation (Allocation of Stock-Based Compensation Expense) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 2,882,000 | $ 3,475,000 |
Research and development expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | 1,505,000 | 1,252,000 |
General and administrative expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 1,377,000 | $ 2,223,000 |
Stock-based Compensation (Summa
Stock-based Compensation (Summary of Stock Option Activity) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-based Compensation | ||
Shares, Balance Beginning | 1,668,926 | |
Shares, Granted | 856,150 | |
Shares, Exercised | (99,517) | |
Shares, Forfeited/Cancelled | (15,877) | |
Shares, Balance Ending | 2,409,682 | 1,668,926 |
Vested and expected to vest at December 31, 2021 | 2,409,682 | |
Exercisable at December 31, 2021 | 829,624 | |
Weighted Average Exercise Price, Outstanding Beginning | $ 6.30 | |
Weighted Average Exercise Price, Granted | 4.77 | |
Weighted Average Exercise Price, Exercised | 3.24 | |
Weighted Average Exercise Price, Forfeited/Cancelled | 42.20 | |
Weighted Average Exercise Price, Outstanding Ending | 5.64 | $ 6.30 |
Weighted Average Exercise Price, Vested or expected to vest at Exercisable at December 31, 2021 | 5.64 | |
Weighted Average Exercise Price, Exercisable at Exercisable at December 31, 2021 | $ 8.67 | |
Weighted Average Remaining Contractual Term (Years), Outstanding | 8 years | 8 years 3 months 25 days |
Weighted Average Remaining Contractual Term (Years), Vested or expected to vest at Exercisable at December 31, 2021 | 8 years | |
Weighted Average Remaining Contractual Term (Years), Exercisable at Exercisable at December 31, 2021 | 6 years 10 months 24 days | |
Aggregate Intrinsic Value, Exercised | $ 121,000 | |
Aggregate Intrinsic Value, Outstanding Ending | 3,630,000 | |
Aggregate Intrinsic Value, Vested or expected to vest at Exercisable at December 31, 2021 | 3,630,000 | |
Aggregate Intrinsic Value, Exercisable at Exercisable at December 31, 2021 | $ 1,564,000 |
Stock-based Compensation (Restr
Stock-based Compensation (Restricted stock award) (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Shares | |
Outstanding at end of period (in shares) | 30,000 |
Restricted Stock Awards [Member] | C3J Stock Plan 2016 [Member] | |
Shares | |
Outstanding at beginning of period (in shares) | 322,756 |
Forfeited/Cancelled (in shares) | (1,047) |
Vested and Issued as Common Stock (in shares) | (167,691) |
Outstanding at end of period (in shares) | 154,018 |
Weighted Avg Grant Date Fair Value | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 19.55 |
Forfeited/Cancelled (in dollars per share) | $ / shares | 6.89 |
Vested and Issued as Common Stock (in dollars per shares) | $ / shares | 20.29 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 27.49 |
Stock-based Compensation (Share
Stock-based Compensation (Shares Reserved for Future Issuance) (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Stock options outstanding | 2,409,682 | 1,668,926 |
Stock outstanding | 30,000 | |
Employee stock purchase plan | 9,748 | |
Warrants outstanding | 16,647,219 | |
Total shares reserved | 19,325,446 | |
Equity Incentive Plan 2016 [Member] | ||
Available for future grants under the 2016 Plan | 228,797 |
Employee Retirement Plan (Detai
Employee Retirement Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Retirement Plan [Abstract] | ||
Employer contribution to 401(k) plan | $ 0 | $ 0 |