Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 09, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Trading Symbol | ACHV | |
Entity Incorporation, State or Country Code | DE | |
Entity Registrant Name | Achieve Life Sciences, Inc. | |
Entity Central Index Key | 0000949858 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity File Number | 033-80623 | |
Entity Tax Identification Number | 95-4343413 | |
Entity Address, Address Line One | 1040 West Georgia Street | |
Entity Address, Address Line Two | Suite 1030 | |
Entity Address, City or Town | Vancouver | |
Entity Address, State or Province | BC | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | V6E 4H1 | |
City Area Code | 604 | |
Local Phone Number | 210-2217 | |
Entity Common Stock, Shares Outstanding | 21,165,760 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Other Address | ||
Document Information [Line Items] | ||
Entity Address, Address Line One | 22722 29th Drive SE | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Bothell | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98021 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents [note 6] | $ 19,919 | $ 24,771 |
Grant receivable [note 3] | 83 | 105 |
Prepaid expenses and other assets | 1,895 | 2,454 |
Total current assets | 21,897 | 27,330 |
Right-of-use assets [note 9] | 80 | 66 |
Other assets and restricted cash [note 6] | 74 | 123 |
License agreement [note 4 and note 5] | 1,252 | 1,418 |
Goodwill [note 5] | 1,034 | 1,034 |
Total assets | 24,337 | 29,971 |
Current liabilities: | ||
Accounts payable | 638 | 1,660 |
Accrued liabilities other | 693 | 403 |
Accrued clinical liabilities | 990 | 1,729 |
Accrued compensation | 1,700 | 1,678 |
Current portion of long-term obligations [note 9] | 61 | 58 |
Convertible debt [note 6 and note 7] | 16,071 | |
Total current liabilities | 4,082 | 21,599 |
Convertible debt [note 7] | 16,195 | |
Long-term obligations [note 9] | 22 | 69 |
Total liabilities | 20,299 | 21,668 |
Commitments and contingencies [note 9] | ||
Stockholders' equity: | ||
Common stock, $0.001 par value, 150,000,000 shares authorized, 21,165,760 issued and outstanding at September 30, 2023 and 17,897,029 issued and outstanding at December 31, 2022 | 90 | 87 |
Additional paid-in capital | 164,219 | 144,148 |
Accumulated deficit | (160,275) | (135,936) |
Accumulated other comprehensive income | 4 | 4 |
Total stockholders' equity | 4,038 | 8,303 |
Total liabilities and stockholders' equity | 24,337 | 29,971 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Convertible preferred stock, value | ||
Series B Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Convertible preferred stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.001 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 21,165,760 | 17,897,029 |
Common stock, shares outstanding | 21,165,760 | 17,897,029 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 9,158 | 9,158 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 6,256 | 6,256 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
EXPENSES | ||||
Research and development | $ 3,581 | $ 9,869 | $ 13,700 | $ 21,464 |
General and administrative | 2,991 | 2,770 | 9,164 | 8,474 |
Total operating expenses | 6,572 | 12,639 | 22,864 | 29,938 |
OTHER INCOME (EXPENSE) | ||||
Interest income | 262 | 73 | 617 | 81 |
Interest expense [note 7] | (781) | (481) | (2,066) | (1,242) |
Other expense | (17) | (30) | (26) | (19) |
Total other expense | (536) | (438) | (1,475) | (1,180) |
Net loss and comprehensive loss | $ (7,108) | $ (13,077) | $ (24,339) | $ (31,118) |
Basic net loss per common share [note 8[d]] | $ (0.34) | $ (1.35) | $ (1.26) | $ (3.24) |
Diluted net loss per common share [note 8[d]] | $ (0.34) | $ (1.35) | $ (1.26) | $ (3.24) |
Weighted average shares used in computation of basic net loss per common share [note 8[d]] | 21,127,281 | 9,693,788 | 19,376,316 | 9,600,947 |
Weighted average shares used in computation of diluted net loss per common share [note 8[d]] | 21,127,281 | 9,693,788 | 19,376,316 | 9,600,947 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Activities: | ||
Net loss | $ (24,339) | $ (31,118) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization [note 4] | 171 | 171 |
Stock-based compensation [note 8[c], note 8[e], note 8[f] and note 8[g]] | 3,449 | 2,492 |
Shares issued as settlement with trade vendor | 273 | 26 |
Accrued interest on SVB convertible debt [note 7] | 910 | 863 |
Accretion of discount on modification of debt | 268 | |
Changes in operating assets and liabilities: | ||
Grant receivable [note 3] | 22 | 8 |
Prepaid expenses and other assets | 618 | (1,256) |
Accounts payable | (1,022) | (429) |
Accrued liabilities other | 310 | 171 |
Accrued clinical liabilities | (739) | 3,200 |
Accrued compensation | 22 | (550) |
Lease obligation [note 9] | (58) | (4) |
Net cash used in operating activities | (20,115) | (26,426) |
Financing Activities: | ||
Proceeds from exercise of warrants | 227 | 24 |
Proceeds from ATM, net of issuance costs | 1,499 | |
Financing costs relating to November 2022 private placement | (30) | |
Proceeds from employee stock purchase plan [note 8[g]] | 126 | |
Taxes paid related to net share settlement of equity awards | (220) | (47) |
Proceeds from May 2023 private placement, net of issuance costs | 15,301 | |
Net cash provided by financing activities | 15,278 | 1,602 |
Investing Activities: | ||
Purchase of property and equipment | (15) | |
Net cash used in investing activities | (15) | |
Effect of exchange rate changes on cash | (1) | |
Net decrease in cash, cash equivalents and restricted cash | (4,852) | (24,825) |
Cash, cash equivalents and restricted cash at beginning of the period | 24,821 | 43,072 |
Cash, cash equivalents and restricted cash at end of the period | $ 19,969 | $ 18,247 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholder's Equity (Unaudited) - USD ($) $ in Thousands | Total | May 2023 Private Placement [Member] | November 2022 Private Placement [Member] | Common stock [Member] | Common stock [Member] May 2023 Private Placement [Member] | Additional paid-in capital [Member] | Additional paid-in capital [Member] May 2023 Private Placement [Member] | Additional paid-in capital [Member] November 2022 Private Placement [Member] | Accumulated other comprehensive income (loss) [Member] | Accumulated deficit [Member] |
Beginning Balance at Dec. 31, 2021 | $ 28,042 | $ 79 | $ 121,545 | $ 4 | $ (93,586) | |||||
Beginning Balance, Shares at Dec. 31, 2021 | 9,453,542 | |||||||||
Stock-based compensation expense | 823 | 823 | ||||||||
Shares issued on exercise of warrants | 24 | 24 | ||||||||
Shares issued on exercise of warrants, Shares | 3,709 | |||||||||
Shares issued from purchase agreement with Virtu | 91 | 91 | ||||||||
Shares issued from purchase agreement with Virtu, Shares | 12,742 | |||||||||
Shares issued | 26 | 26 | ||||||||
Shares issued, Shares | 3,584 | |||||||||
Net loss | (7,573) | (7,573) | ||||||||
Ending Balance at Mar. 31, 2022 | 21,433 | $ 79 | 122,509 | 4 | (101,159) | |||||
Ending Balance, Shares at Mar. 31, 2022 | 9,473,577 | |||||||||
Beginning Balance at Dec. 31, 2021 | $ 28,042 | $ 79 | 121,545 | 4 | (93,586) | |||||
Beginning Balance, Shares at Dec. 31, 2021 | 9,453,542 | |||||||||
Restricted stock unit settlements, Shares | 26,625 | |||||||||
Net loss | $ (31,118) | |||||||||
Ending Balance at Sep. 30, 2022 | 1,044 | $ 79 | 125,665 | 4 | (124,704) | |||||
Ending Balance, Shares at Sep. 30, 2022 | 9,710,747 | |||||||||
Beginning Balance at Mar. 31, 2022 | 21,433 | $ 79 | 122,509 | 4 | (101,159) | |||||
Beginning Balance, Shares at Mar. 31, 2022 | 9,473,577 | |||||||||
Stock-based compensation expense | 840 | 840 | ||||||||
Shares issued from purchase agreement with Virtu | 1,408 | 1,408 | ||||||||
Shares issued from purchase agreement with Virtu, Shares | 187,258 | |||||||||
Restricted stock unit settlements, Shares | 26,625 | |||||||||
Restricted stock unit settlements withheld and retired to treasury | (47) | (47) | ||||||||
Restricted stock unit settlements withheld and retired to treasury, Shares | (5,605) | |||||||||
Net loss | (10,468) | (10,468) | ||||||||
Ending Balance at Jun. 30, 2022 | 13,166 | $ 79 | 124,710 | 4 | (111,627) | |||||
Ending Balance, Shares at Jun. 30, 2022 | 9,681,855 | |||||||||
Stock-based compensation expense | $ 829 | 829 | ||||||||
Restricted stock unit settlements, Shares | 26,625 | |||||||||
Shares issued under employee share purchase plan | $ 126 | 126 | ||||||||
Shares issued under employee share purchase plan, Shares | 28,892 | |||||||||
Net loss | (13,077) | (13,077) | ||||||||
Ending Balance at Sep. 30, 2022 | 1,044 | $ 79 | 125,665 | 4 | (124,704) | |||||
Ending Balance, Shares at Sep. 30, 2022 | 9,710,747 | |||||||||
Beginning Balance at Dec. 31, 2022 | 8,303 | $ 87 | 144,148 | 4 | (135,936) | |||||
Beginning Balance, Shares at Dec. 31, 2022 | 17,897,029 | |||||||||
Stock-based compensation expense | 1,085 | 1,085 | ||||||||
Shares issued on exercise of warrants | 77 | 77 | ||||||||
Shares issued on exercise of warrants, Shares | 33,333 | |||||||||
Financing costs | $ (30) | $ (30) | ||||||||
Net loss | (8,992) | (8,992) | ||||||||
Ending Balance at Mar. 31, 2023 | 443 | $ 87 | 145,280 | 4 | (144,928) | |||||
Ending Balance, Shares at Mar. 31, 2023 | 17,930,362 | |||||||||
Beginning Balance at Dec. 31, 2022 | $ 8,303 | $ 87 | 144,148 | 4 | (135,936) | |||||
Beginning Balance, Shares at Dec. 31, 2022 | 17,897,029 | |||||||||
Restricted stock unit settlements, Shares | 139,750 | |||||||||
Net loss | $ (24,339) | |||||||||
Ending Balance at Sep. 30, 2023 | 4,038 | $ 90 | 164,219 | 4 | (160,275) | |||||
Ending Balance, Shares at Sep. 30, 2023 | 21,165,760 | |||||||||
Beginning Balance at Mar. 31, 2023 | 443 | $ 87 | 145,280 | 4 | (144,928) | |||||
Beginning Balance, Shares at Mar. 31, 2023 | 17,930,362 | |||||||||
Stock-based compensation expense | 1,190 | 1,190 | ||||||||
Shares issued on exercise of warrants | 150 | 150 | ||||||||
Shares issued on exercise of warrants, Shares | 65,000 | |||||||||
Shares issued | $ 15,301 | $ 3 | $ 15,298 | |||||||
Shares issued, Shares | 3,000,000 | |||||||||
SVB convertible debt refinancing discount | 1,074 | 1,074 | ||||||||
Restricted stock unit settlements, Shares | 139,750 | |||||||||
Restricted stock unit settlements withheld and retired to treasury | (220) | (220) | ||||||||
Restricted stock unit settlements withheld and retired to treasury, Shares | (29,352) | |||||||||
Net loss | (8,239) | (8,239) | ||||||||
Ending Balance at Jun. 30, 2023 | 9,699 | $ 90 | 162,772 | 4 | (153,167) | |||||
Ending Balance, Shares at Jun. 30, 2023 | 21,105,760 | |||||||||
Stock-based compensation expense | 1,174 | 1,174 | ||||||||
Shares issued | $ 273 | 273 | ||||||||
Shares issued, Shares | 60,000 | |||||||||
Restricted stock unit settlements, Shares | 139,750 | |||||||||
Net loss | $ (7,108) | (7,108) | ||||||||
Ending Balance at Sep. 30, 2023 | $ 4,038 | $ 90 | $ 164,219 | $ 4 | $ (160,275) | |||||
Ending Balance, Shares at Sep. 30, 2023 | 21,165,760 |
Nature of Business, Basis of Pr
Nature of Business, Basis of Presentation and Going Concern Uncertainty | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Nature of Business, Basis of Presentation and Going Concern Uncertainty | 1. NATURE OF BUSINESS, BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTY Achieve Life Sciences, Inc. (referred to as “Achieve,” “we,” “us,” or “our”) is a clinical-stage pharmaceutical company committed to the global development and commercialization of cytisinicline for smoking cessation and nicotine addiction. We were incorporated in the state of Delaware, and operate out of Seattle, Washington and Vancouver, British Columbia. The unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required to be presented for complete financial statements. The accompanying unaudited consolidated financial statements reflect all adjustments (consisting only of normal recurring items) which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The accompanying consolidated Balance Sheet at December 31, 2022 has been derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year then ended. The unaudited consolidated financial statements and related disclosures have been prepared with the assumption that users of the interim financial information have read or have access to the audited consolidated financial statements for the preceding fiscal year. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2022 and filed with the U.S. Securities and Exchange Commission, or the SEC, on March 16, 2023. The consolidated financial statements include the accounts of Achieve and our wholly owned subsidiaries, Achieve Life Sciences Technologies Inc., Achieve Life Science, Inc., Extab Corporation, and Achieve Pharma UK Limited. All intercompany balances and transactions have been eliminated. Going Concern Uncertainty The accompanying financial statements have been prepared assuming we will continue to operate as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. We have historically experienced recurring losses from operations and have incurred an accumulated deficit of $ 160.3 million through September 30, 2023. As of September 30, 2023, we had cash and cash equivalents of $ 19.9 million and a positive working capital balance of $ 17.8 million. For the nine months ended September 30, 2023, we incurred a net loss of $ 24.3 million and net cash used in operating activities was $ 20.1 million. Substantial doubt exists as to our ability to continue as a going concern. Our ability to continue as a going concern is subject to material uncertainty and dependent on our ability to obtain additional financing. We have historically financed our operations through equity offerings and/or debt financings. There can be no assurance that financing from these or other sources will be available to us in the future. Without additional funds, we may be forced to delay, scale back or eliminate some of our research and development, or R&D, activities or other operations and potentially delay product development in an effort to provide sufficient funds to continue our operations. If any of these events occurs, our ability to achieve our development and commercialization goals would be adversely affected. Our current resources are insufficient to fund our planned operations for the next twelve months. We will continue to require substantial additional capital to continue our clinical development activities. Accordingly, we will need to raise substantial additional capital to continue to fund our operations from the sale of our securities, debt, partnering arrangements, non-dilutive fundraising or other financing transactions in order to finance the remaining development and commercialization of our product candidate. The amount and timing of our future funding requirements will depend on many factors, including the pace and results of our clinical development efforts. The uncertainty with respect to our operations and the market generally due to increasing interest rates and inflation may also make it challenging to raise additional capital on favorable terms, if at all. Failure to raise capital as and when needed, on favorable terms or at all, will have a negative impact on our financial condition and our ability to develop our product candidate. We expect our expenses to substantially increase over time in connection with our ongoing activities, particularly as we advance our product candidate in clinical development and support future commercialization. As disclosed in Note 7 – Convertible Debt, we are required to keep substantially all of our cash and cash equivalents with a single financial institution, Silicon Valley Bank, which we refer to as SVB, as required by the covenants of our Debt Agreement. On March 26, 2023, it was announced that First-Citizens Bank & Trust Company, or First Citizens, would assume all of SVB’s deposits and loans as of March 27, 2023 and since that date we continue to have full access to our cash and cash equivalents. Further, the maturity date of our Convertible Term Loan could accelerate in certain circumstances related to the timing of our submission and the FDA's acceptance of a New Drug Application, or NDA. There can be no assurance that SVB, First Citizens or any successor lender(s) will be willing to work with us on any modifications to the Debt Agreement (as defined below). These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern. Such adjustments could be material. |
Accounting Policies
Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Accounting Policies | 2. ACCOUNTING POLICIES The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. We have discussed those estimates that we believe are critical and require the use of complex judgment in their application in our audited financial statements for the year ended December 31, 2022 in our Annual Report on Form 10-K filed with the SEC, on March 16, 2023. Since December 31, 2022, there have been no material changes to our critical accounting policies or the methodologies or assumptions we apply under them. |
Government Grant
Government Grant | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Government Grant | 3. GOVERNMENT GRANT In July 2021, we announced that we were awarded a grant from the National Institute on Drug Abuse, or NIDA, of the National Institutes of Health, or NIH, to evaluate the use of cytisinicline as a treatment for cessation of nicotine e-cigarette use. This initial grant award, in the amount of $ 0.3 million, commenced on August 1, 2021, and was utilized to complete critical regulatory and clinical operational activities, such as protocol finalization, clinical trial site identification, drug packaging, and submission of a new Investigational New Drug Application, or IND, to the U.S. Food and Drug Administration, or FDA, for investigating cytisinicline in nicotine e-cigarette users. In November 2021, we announced that the FDA had completed their review and accepted the IND to investigate cytisinicline as a cessation treatment in this population. In June 2022, following NIH review of completed milestones, we announced that we were awarded the next grant funding from the NIDA, which we have used to conduct the ORCA-V1 Phase 2 clinical trial. In June 2022, we announced the initiation of the ORCA-V1 Phase 2 clinical trial. ORCA-V1 will evaluate the efficacy and safety of 3 mg cytisinicline dosed three times daily compared to placebo in approximately 160 adult e-cigarette users at five clinical trial locations in the United States. Participants were randomized to receive cytisinicline or placebo for 12 weeks in combination with standard cessation behavioral support. As of September 30, 2023, we had $ 0.1 million in a grant receivable related to the NIDA/NIH grant. From inception of the grant award to September 30, 2023 , we have received approximately $ 2.2 million in reimbursements from NIDA/NIH. For the nine months ended September 30, 2023 , we incurred $ 1.1 million in qualifying research and development, or R&D, expenditures under the NIDA/NIH grant, which has been recorded as a reduction in R&D expense. The grant award is expected to cover approximately half of the total ORCA-V1 clinical study costs. The Primary Investigators for the grant are our Chief Medical Officer, Dr. Cindy Jacobs, and Dr. Nancy Rigotti, Professor of Medicine at Harvard Medical School and Director, Tobacco Research and Treatment Center, Massachusetts General Hospital. |
Intangibles
Intangibles | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles | 4. INTANGIBLES All of our intangible assets are subject to amortization and are amortized using the straight-line method over their estimated useful life. We acquired license and supply agreements in relation to cytisinicline upon the acquisition of Extab Corporation, or Extab, on May 18, 2015. The agreements were determined to have a fair value of $ 3.1 million with an estimated useful life of 14 years. The components of intangible assets were as follows: September 30, 2023 December 31, 2022 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Value Amortization Value Value Amortization Value License Agreements $ 3,117 $ ( 1,865 ) $ 1,252 $ 3,117 $ ( 1,699 ) $ 1,418 For three and nine months ended September 30, 2023 , we recorded license agreement amortization expense of $ 0.1 million and $ 0.2 million, respectively. For the three and nine months ended September 30, 2022 , we recorded license agreement amortization expense of $ 0.1 million and $ 0.2 million, respectively. The following table outlines the estimated future amortization expense related to intangible assets held as of September 30, 2023 : Year Ending December 31, 2023 56 2024 223 2025 223 Thereafter 750 Total $ 1,252 We evaluate the carrying amount of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful life or that indicate the asset may be impaired. We conducted an analysis of potential impairment indicators for long lived assets, including the license and supply agreements for the active pharmaceutical ingredient cytisinicline, and concluded that there were no indicators of impairment identified as of September 30, 2023 . |
License Agreements
License Agreements | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
License Agreements | 5. LICENSE AGREEMENTS Sopharma License and Supply Agreements We are party to a license agreement, or the Sopharma License Agreement, and a supply agreement, or the Sopharma Supply Agreement, with Sopharma, AD, or Sopharma. Pursuant to the Sopharma License Agreement, we were granted access to all available manufacturing, efficacy and safety data related to cytisinicline, as well as a granted patent in several European countries related to new oral dosage forms of cytisinicline providing enhanced stability. Additional rights granted under the Sopharma License Agreement include the exclusive use of, and the right to sublicense, certain cytisinicline trademarks in all territories described in the Sopharma License Agreement. Under the Sopharma License Agreement, we agreed to pay a nonrefundable license fee. In addition, we agreed to make certain royalty payments equal to a mid-single digit percentage of all net sales of cytisinicline products in our territory during the term of the Sopharma License Agreement, including those sold by a third party pursuant to any sublicense which may be granted by us. To date, any amounts paid to Sopharma pursuant to the Sopharma License Agreement have been immaterial. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. FAIR VALUE MEASUREMENTS Assets and liabilities recorded at fair value in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. For certain of our financial instruments including amounts receivable and accounts payable the carrying values approximate fair value due to their short-term nature. ASC 820 “Fair Value Measurements and Disclosures” specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. In accordance with ASC 820, these inputs are summarized in the three broad levels listed below: • Level 1 – Quoted prices in active markets for identical securities. • Level 2 – Other significant inputs that are observable through corroboration with market data (including quoted prices in active markets for similar securities). • Level 3 – Significant unobservable input that reflects management’s best estimate of what market participants would use in pricing the asset or liability. As quoted prices in active markets are not readily available for certain financial instruments, we obtain estimates for the fair value of financial instruments through third-party pricing service providers. In determining the appropriate levels, we performed a detailed analysis of the assets and liabilities that are subject to ASC 820. We invest our excess cash in accordance with investment guidelines that limit the credit exposure to any one financial institution other than securities issued by the U.S. Government. These securities are not collateralized and mature within one year . A description of the valuation techniques applied to our financial instruments measured at fair value on a recurring basis follows. Financial Instruments Money Market Securities Money market securities are classified within Level 1 of the fair value hierarchy and are valued based on quoted prices in active markets for identical securities. The following table presents information about our assets that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total Assets Money market securities (cash equivalents) 17,916 — — 17,916 Restricted cash 50 — — 50 Total assets $ 17,966 $ — $ — $ 17,966 Cash equivalents consist of the following (in thousands): Gross Gross Amortized Unrealized Unrealized Estimated September 30, 2023 Cost Gains Losses Fair Value Money market securities $ 17,916 $ — $ — $ 17,916 Total cash equivalents $ 17,916 $ — $ — $ 17,916 Money market securities (restricted cash) 50 — — 50 Total restricted cash $ 50 $ — $ — $ 50 We only invest in A (or equivalent) rated securities. All securities included in cash and cash equivalents had maturities of 90 days or less at the time of purchase. Concentration of Cash and Cash Equivalents Risk , approximately $ 1.0 million of our cash and $ 6.2 million or our cash equivalents is held in a single financial institution, SVB, as required by the covenants of the Debt Agreement (Note 7 – Convertible Debt). Our commercial bank balances exceed federal insurance limits. We have not experienced any losses in our cash and cash equivalents for the nine months ended September 30, 2023 and 2022. Fair Value of Long-Term Debt December 2021 Convertible Debt The principal amount, carrying value and related estimated fair value of our convertible debt reported in the consolidated balance sheets as of September 30, 2023 and December 31, 2022 was as follows (in thousands). The aggregate fair value of the principal amount of the convertible debt is a Level 2 fair value measurement. September 30, 2023 December 31, 2022 Principal Carrying Fair Principal Carrying Fair Amount Value Value Amount Value Value December 2021 Convertible Debt $ 15,000 $ 16,195 $ 16,193 $ 15,000 $ 16,071 $ 16,987 |
Convertible Debt
Convertible Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Debt | 7. CONVERTIBLE DEBT Convertible Debt On December 22, 2021, we entered into a $ 25.0 million contingent convertible debt agreement, or Original Debt Agreement, with SVB, and SVB Innovation Credit Fund VIII, L.P., or, together with SVB, the Lenders. As part of the Original Debt Agreement, the Lenders funded $ 15.0 million in the form of convertible indebtedness, or Convertible Debt, at closing. On April 26, 2022, we entered into (i) a loan and security agreement, or Loan Agreement, with SVB for the remaining $ 10.0 million remaining in the Original Debt Agreement, pursuant to which SVB provided a commitment to extend term loans having an aggregate original principal amount of up to $ 10.0 million, or Term Loans, and (ii) a first amendment to the Original Debt Agreement, or the Amendment, and as amended by the Amendment, the Debt Agreement. The availability of Term Loans under the Loan Agreement expired on April 30, 2023 , with no amounts drawn under the facility. On May 15, 2023, we entered into a contingent convertible debt agreement, or Debt Agreement, with the Lenders, pursuant to which the Lenders provided term loans having an aggregate original principal amount of $ 16.6 million, or the Convertible Term Loan. The Convertible Debt under the Original Debt Agreement was refinanced as the Convertible Term Loan pursuant to the Debt Agreement. Our obligations under the Loan Agreement, Original Debt Agreement and Convertible Debt were satisfied in full and the Loan Agreement, Original Debt Agreement and Convertible Debt were terminated in connection with the entrance into the Debt Agreement and Convertible Term Loan. The Convertible Term Loan matures on December 22, 2024 ; provided that (a) in the event we fail to receive written notice, or a Filing Communication, that the FDA has accepted for filing our NDA, with respect to cytisinicline for a smoking cessation indication, on or prior to July 31, 2024, the maturity date shall be August 1, 2024 or (b) in the event we receive a Filing Communication with respect to cytisinicline for a smoking cessation indication on or prior to August 14, 2024, but where such Filing Communication specifies any material deficiencies or material filing review issues with respect to such NDA, the maturity date shall be August 15, 2024; provided, further, that in the event we have submitted the NDA on or prior to June 30, 2024, the dates listed in (a) and (b) above shall be extended by one calendar month. Interest is calculated on the outstanding principal amount of the Convertible Term Loan at the aggregate of (a) a floating rate per annum equal to the greater of (i) 2.25 % and (ii) the prime rate minus 1.0 %, which interest shall be payable in cash monthly in arrears, and (b) 7.0 % per annum, compounded monthly, which shall be payable on the earlier to occur of the maturity date and the date that the Convertible Term Loan is converted into our common stock. Subject to certain terms and conditions, the Lenders may convert all or any part of the outstanding Convertible Term Loan principal and accrued and unpaid interest at any time prior to maturity into shares of our common stock at a conversion price equal to $ 9.34 per share, or the conversion price, subject to customary anti-dilution adjustments. Additionally, all outstanding Convertible Term Loan principal and accrued and unpaid interest will mandatorily convert into shares of our common stock, at the conversion price, on such date, if any, when the closing price per share of our common stock has been equal to or greater than $ 24.00 for thirty consecutive trading days prior to such date. We have the right, or Call Right, at any time to repay and retire all (but not less than all) of the outstanding Convertible Term Loan and accrued and unpaid interest, if any, prior to its conversion by payment of a premium equal to 150 % of the outstanding principal balance (including any compounded interest), plus accrued and unpaid interest; provided, however, that we may not exercise the Call Right at any time when the Liquidity Conditions (as defined in the Debt Agreement) are not satisfied. Notwithstanding the foregoing, if we (x) elect to repay the Lenders and (y) in the twelve month period following such repayment, (i) enter into an agreement or similar commitment, binding or nonbinding, with any third party respecting an acquisition, and such acquisition is subsequently consummated, if the aggregate gross proceeds that would have been payable to the Lenders or, pursuant to an assignment, any designee thereof, or collectively, the Conversion Rights Holders, in connection with such acquisition had we not repaid the Convertible Term Loan and the Conversion Right Holders had exercised, in connection with such acquisition, the right to convert the Convertible Term Loan into shares of our common stock, then (z) we shall pay to the Lenders as an additional call price, the difference between such proceeds as would have been payable to the Conversion Right Holders in connection with such acquisition and the payment actually paid to the Lenders. The Debt Agreement contains customary affirmative and restrictive covenants, including covenants regarding the incurrence of additional indebtedness or liens, investments, transactions with affiliates, delivery of financial statements, payment of taxes, maintenance of insurance, dispositions of property, mergers or acquisitions, among other customary covenants. We are also restricted from paying dividends or making other distributions or payments on our capital stock, subject to limited exceptions. The Debt Agreement also includes customary representations and warranties, events of default and termination provisions. The Lenders may not engage in any short sales of, or other hedging transactions in, our common stock while any amounts are outstanding under the Debt Agreement. Our obligations under the Debt Agreement are secured by substantially all of our assets, other than intellectual property. Under ASU 2020-06 for the Original Debt Agreement, the embedded conversion feature was not required to be bifurcated and recognized separately, as a result the convertible debt including the conversion feature has been recognized as a single unit of debt. The debt issuance costs related to Convertible Debt under the Original Debt Agreement have been recognized against the single unit of debt and will be amortized into interest expense over the term of the Convertible Term Loan. The debt refinancing in May 2023 was recognized as a debt modification under ASU 470-50 and the associated third-party issuance costs were expensed. As of September 30, 2023 and December 31, 2022, the Convertible Term Loan balance, including the Convertible Debt balance, was comprised of the following: September 30, December 31, 2023 2022 Convertible Term Loan Information Principal $ 15,000 $ 15,000 Transaction Costs ( 11 ) ( 67 ) Accrued paid-in-kind interest 2,012 1,138 Discount on modification of debt ( 1,074 ) — Accretion of discount on modification of debt 268 — 16,195 16,071 |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Common Stock | 8. COMMON STOCK [a] Authorized 150,000,000 authorized common shares, par value of $ 0.001 , and 5,000,000 preferred shares, par value of $ 0.001 . [b] Issued and outstanding shares At-the-Market Sales Agreement On December 21, 2021, we entered into an At-the-Market Offering Sales Agreement, or ATM, with Virtu Americas, LLC, as sales agent, pursuant to which we may sell shares of common stock with an aggregate offering price of up to $ 25 million. Since entry into the ATM, from December 21, 2021 through September 30, 2023 , we offered and sold an aggregate of 200,000 shares of our common stock. These aggregate sales resulted in gross proceeds to us of approximately $ 1.5 million. As of September 30, 2023 , shares of our common stock having an aggregate value of approximately $ 23.5 million remained available for sale under the ATM. During the three and nine months ended September 30, 2023 , we did no t sell any shares of our common stock pursuant to the ATM. November 2022 Private Placement In November 2022, we entered into subscription agreements with certain accredited investors pursuant to which we sold to the purchasers in a private placement transaction approximately 4,093,141 units at a purchase price of $ 4.625 per unit, with each unit consisting of two shares of common stock and a common stock purchase warrant to purchase one share of common stock, or the November 2022 Warrants. The November 2022 Warrants are exercisable at a price per share of common stock of $ 4.50 , subject to adjustment. The November 2022 Warrants are exercisable beginning on the six-month anniversary of the initial closing date of the private placement offering, May 18, 2023, or the Initial Exercise Date, and will expire on the seven year anniversary of the initial closing date of the private placement offering, or November 18, 2029. The November 2022 Warrants cannot be exercised by a warrant holder if, after giving effect thereto, such warrant holder would beneficially own more than 19.99 % of our outstanding common stock. Additionally, subject to certain exceptions, if, after the Initial Exercise Date, (i) the volume weighted average price of our common stock for each of 30 consecutive trading days, or the November 2022 Measurement Period, which November 2022 Measurement Period commenced on November 18, 2022, exceeds 300 % of the exercise price (subject to adjustments for stock splits, recapitalizations, stock dividends and similar transactions), (ii) the average daily trading volume for such November 2022 Measurement Period exceeds $ 500,000 per trading day and (iii) certain other equity conditions are met, and subject to a beneficial ownership limitation, then we may call for cancellation of all or any portion of the November 2022 Warrants then outstanding. We received approximately $ 17.8 million in net proceeds from the private placement after deducting placement agent expenses and commissions and offering expenses. May 2023 Registered Direct Offering In May 2023, we entered into a securities purchase agreement with certain purchasers, pursuant to which we sold 3,000,000 shares of common stock at a price of $ 5.50 per share in a registered direct offering. The offering of the shares was made pursuant to our shelf registration statement on Form S-3 (File No. 333-261811), including the prospectus dated January 5, 2022 contained therein, and the prospectus supplement dated May 25, 2023. The registered direct offering raised total gross proceeds of approximately $ 16.5 million, and after deducting approximately $ 1.2 million in placement agent fees and offering expenses, we received net proceeds of approximately $ 15.3 million. Equity Award Issuances and Settlements During the three and nine months ended September 30, 2023 , we did no t issue any shares of common stock to satisfy stock option exercises, and issued 139,750 shares of our common stock to satisfy restricted stock unit settlements. During the three and nine months ended September 30, 2022 we did no t issue any shares of common stock to satisfy stock option exercises and we issued 26,625 shares of our common stock to satisfy restricted stock unit settlements. [c] Stock options 2018 Equity Incentive Plan As of September 30, 2023, we had reserved, pursuant to the 2018 Equity Incentive Plan, or the 2018 Plan, 1,722,253 shares of common stock for issuance upon exercise of stock options and settlement of restricted stock units by employees, directors, officers and consultants of ours, of which 1,180,905 were reserved for options currently outstanding, 507,875 for restricted stock units currently outstanding, and 33,473 were available for future equity grants. Under the 2018 Plan, we may grant options to purchase common shares or restricted stock units to our employees, directors, officers and consultants. The exercise price of the options is determined by our board of directors, or Board, but will be at least equal to the fair value of the shares of common stock at the grant date. The options vest in accordance with terms as determined by our Board, typically over three to four years for options issued to employees and consultants, and over one to three years for members of our Board. The expiry date for each option is set by our Board with a maximum expiry date of ten years from the date of grant. In addition, the 2018 Plan allows for accelerated vesting of outstanding equity awards in the event of a change in control. The terms for accelerated vesting, in the event of a change in control, is determined at our discretion and defined under the employment agreements for our officers and certain of our employees. New Employee Inducement Grants We grant stock options as a material inducement to new employees for entering into employment agreements with us in accordance with Nasdaq Listing Rule 5635(c)(4). The stock options approved under the inducement grants are issued pursuant to a stock option agreement on terms substantially similar to those described in our 2018 Plan. The exercise price of the options is determined by our board of directors but will be at least equal to the fair value of the common shares at the grant date. The options vest in accordance with terms as determined by our Board. The expiry date for each option is set by our Board with a maximum expiry date of ten years from the date of grant. For the three and nine months ended September 30, 2023 , we granted zero and 40,000 inducement stock options to new employees, respectively. As of September 30, 2023, 135,000 stock options granted as new employee inducement grants were outstanding. 2023 Non-Employee Director Equity Incentive Plan As of September 30, 2023, we had reserved, pursuant to the 2023 Non-Employee Director Equity Incentive Plan, or the 2023 Non-Employee Director Plan, 300,000 shares of common stock for issuance upon exercise of stock options by non-employee directors, of which 132,750 shares were reserved for options currently outstanding and 167,250 shares were available for future equity grants. Under the 2023 Non-Employee Director Plan, we may grant options to purchase shares of our common stock or restricted stock units to our non-employee directors. The exercise price of the options is determined by our Board but will be at least equal to the fair value of the shares of common stock at the grant date. The options vest in accordance with terms as determined by our Board, typically over one to three years . The expiry date for each option is set by our Board with a maximum expiry date of ten years from the date of grant. In addition, the 2023 Non-Employee Director Plan allows for accelerated vesting of outstanding equity awards in the event of a change in control. 2017 Equity Incentive Plan As of September 30, 2023 , we had reserved, pursuant to the 2017 Equity Incentive Plan, or the 2017 Plan, 13,156 shares of common stock for issuance upon exercise of currently outstanding stock options by employees, directors and officers of ours. Upon the effectiveness of our 2018 Plan, we ceased granting equity awards under our 2017 Plan. Under the 2017 Plan, we granted options to purchase shares of common stock or restricted stock units to our employees, directors, officers and consultants. The exercise price of the options was determined by our Board but was at least equal to the fair value of the shares of common stock at the grant date. The options vest in accordance with terms as determined by our Board, typically over three to four years for options issued to employees and consultants, and over one to three years for members of our Board. The expiry date for each option was set by our Board with a maximum expiry date of ten years from the date of grant. In addition, the 2017 Plan allows for accelerated vesting of outstanding equity awards in the event of a change in control. The terms for accelerated vesting, in the event of a change in control, is determined at our discretion and defined under the employment agreements for our officers and certain of our employees. 2010 Performance Incentive Plan As of September 30, 2023 , we had reserved, pursuant to the 2010 Performance Incentive Plan, or the 2010 Plan, 171 shares of common stock for issuance upon exercise of currently outstanding stock options by employees, directors and officers of ours. Upon the effectiveness of our 2017 Plan, we ceased granting equity awards under our 2010 Plan. Under the 2010 Plan we granted options to purchase shares of common stock and restricted stock units to our employees, directors, officers and consultants. The exercise price of the options was determined by our board of directors and was at least equal to the fair value of the shares of common stock at the grant date. The options vest in accordance with terms as determined by our Board, typically over three to four years for options issued to employees and consultants, and over one to three years for members of our Board. The expiry date for each option is set by our Board with a maximum expiry date of ten years from the date of grant. In addition, the 2010 Plan allows for accelerated vesting of outstanding equity awards in the event of a change in control. The terms for accelerated vesting, in the event of a change in control, is determined at our discretion and defined under the employment agreements for our officers and certain of our employees. Stock Option Summary We grant stock options that vest over time in accordance with terms as determined by our Board, which are typically four years for employee and consultant grants and one to three years for Board option grants. We also grant stock option awards that vest in conjunction with certain performance conditions to executive officers, employees and consultants. At each reporting date, we are required to evaluate whether achievement of the performance conditions is probable. Compensation expense is recorded over the appropriate service period based upon our assessment of accomplishing each performance condition. The expiry date for each option is set by our Board, which is typically seven to ten years . The exercise price of the options is determined by our Board. Stock option transactions and the number of stock options outstanding are summarized below: Number of Weighted Optioned Average Common Exercise Shares Price Balance, December 31, 2022 822,515 $ 18.57 Granted 639,500 5.23 Expired ( 33 ) 26,045.33 Balance, September 30, 2023 1,461,982 $ 12.15 The fair value of each stock award for employees and directors is estimated on the grant date and for consultants at each reporting period, using the Black-Scholes option-pricing model based on the weighted-average assumptions noted in the following table: Nine Months Ended September 30, 2023 2022 Risk-free interest rates 3.60 % 1.65 % Expected dividend yield 0 % 0 % Expected life 5.75 5.80 Expected volatility 115.19 % 122.80 % The expected life was calculated based on the simplified method as permitted by the SEC’s Staff Accounting Bulletin 110, Share-Based Payment . We consider the use of the simplified method appropriate because of the lack of sufficient historical exercise data following the Arrangement. The computation of expected volatility was based on the historical volatility of comparable companies from a representative peer group selected based on industry and market capitalization for grants with an expected life of five years or more. For grants with an expected life of less than five years, the expected volatility was calculated based on the historical volatility of the shares of our common stock. The risk-free interest rate is based on a U.S. Treasury instrument whose term is consistent with the expected life of the stock options. In addition to the assumptions above, as required under ASC 718, management made an estimate of expected forfeitures and is recognizing compensation costs only for those equity awards expected to vest. Forfeiture rates are estimated using historical actual forfeiture rates. These rates are adjusted on a quarterly basis and any change in compensation expense is recognized in the period of the change. We have never paid or declared cash dividends on our common stock and do not expect to pay cash dividends in the foreseeable future. The results for the periods set forth below included share-based compensation expense for stock options, restricted stock units and employee share purchase plan compensation expenses in the following expense categories of the consolidated statements of loss (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Research and development $ 387 $ 288 $ 1,173 $ 852 General and administrative $ 787 541 2,276 1,640 Total stock-based compensation $ 1,174 $ 829 $ 3,449 $ 2,492 As of September 30, 2023, the total unrecognized compensation expense related to stock options granted was $ 4.1 million, which is expected to be recognized as expense over a period of approximately 1.88 years from September 30, 2023. [d] Loss Per Share For the nine months ended September 30, 2023 , a total of 7,090,100 shares, consisting of warrants to purchase 5,120,243 shares, options exercisable for 1,461,982 shares and 507,875 restricted stock units, have not been included in the loss per share computation, as their effect on diluted per share amounts would have been anti-dilutive. For the same period in 2022 , a total of 2,315,337 shares underlying options, restricted stock units and warrants have not been included in the loss per share computation. Additionally, the outstanding Convertible Term Loan is included in the calculation of diluted per share amounts only if its inclusion is dilutive for periods during which the notes were outstanding. As of September 30, 2023, the outstanding Convertible Term Loan was not included in the calculation of diluted per share amounts as its effect would have been anti-dilutive. [e] Restricted Stock Unit Awards We grant restricted stock unit awards that generally vest and are expensed over a four-year period. We also grant restricted stock unit awards that vest in conjunction with certain performance conditions to certain executive officers, key employees and consultants. At each reporting date, we are required to evaluate whether achievement of the performance conditions is probable. Compensation expense is recorded over the appropriate service period based upon our assessment of accomplishing each performance condition. For the three and nine months ended September 30, 2023 , we recorded a compensation expense of $ 0.5 million and $ 1.5 million, respectively, related to these awards, compared to $ 0.3 million and $ 0.8 million, respectively, for the three and nine months ended September 30, 2022. The following table summarizes our restricted stock unit award activity during the nine months ended September 30, 2023: Weighted Number Average of Grant Date Shares Fair Value Balance, December 31, 2022 252,875 $ 8.77 Granted 394,750 4.90 Released ( 139,750 ) 9.18 Balance, September 30, 2023 507,875 $ 5.65 As of September 30, 2023, we had approximately $ 1.6 million in total unrecognized compensation expense related to our restricted stock unit awards that is to be recognized over a weighted-average period of approximately 0.33 years. [f] Non-employee options and restricted stock units We recognize non-employee stock-based compensation expense over the period of expected service by the non-employee. As the service is performed, we are required to update our valuation assumptions, re-measure unvested options and restricted stock units and record the stock-based compensation using the valuation as of the vesting date. This differs from the accounting for employee awards where the fair value is determined at the grant date and is not subsequently adjusted. This re-measurement may result in higher or lower stock-based compensation expense in the Consolidated Statements of Loss and Comprehensive Loss. As such, changes in the market price of our stock could materially change the value of an option or restricted stock unit and the resulting stock-based compensation expense. [g] Employee Share Purchase Plan Our Board and stockholders approved the 2017 Employee Stock Purchase Plan, or ESPP, in August 2017. Contributions are made by eligible employees, subject to certain limits defined in the ESPP. The maximum number of shares authorized to be purchased under the ESPP is 344,613 shares. All shares purchased under the ESPP are new share issuances. During the three and nine months ended September 30, 2023 , no shares were purchased under the ESPP. During the three and nine months ended September 30, 2022, 28,892 shares were purchased under the ESPP. [h] Common Stock Warrants The following is a summary of outstanding warrants to purchase common stock as at September 30, 2023: Total Outstanding Exercise and price per Exercisable Share Expiration Date (1) Warrants issued in October 2018 financing 31,215 $ 62.890 October 2023 (2) Warrants issued in May 2019 financing 60,000 $ 90.000 May 2025 (3) Warrants issued in December 2019 financing 510,924 $ 2.310 December 2024 (4) Warrants issued in April 2020 financing 182,461 $ 7.240 April 2025 (5) Warrants issued in April 2020 financing 24,375 $ 7.320 April 2025 (6) Warrants issued in April 2020 financing 25,270 $ 7.590 April 2025 (7) Pre-Funded warrants issued in August 2020 financing 142,857 $ 0.001 * (8) Warrants issued in December 2020 financing 50,000 $ 8.750 December 2025 (9) Warrants issued in November 2022 financing 4,093,141 $ 4.500 November 2029 *The pre-funded warrants do not have an expiration date. The agreements governing the above warrants include the following terms: • certain warrants have exercise prices which are subject to adjustment for certain events, including the issuance of stock dividends on our common stock and, in certain instances, the issuance of our common stock or instruments convertible into our common stock at a price per share less than the exercise price of the respective warrants (specifically those issued under the December 2019 Public Offering and November 2022 Private Placement); • warrant holders may exercise the warrants through a cashless exercise if, and only if, we do not have an effective registration statement then available for the issuance of the shares of our common stock. If an effective registration statement is available for the issuance of our common stock a holder may only exercise the warrants through a cash exercise; • the exercise price and the number and type of securities purchasable upon exercise of the warrants are subject to adjustment upon certain corporate events, including certain combinations, consolidations, liquidations, mergers, recapitalizations, reclassifications, reorganizations, stock dividends and stock splits, a sale of all or substantially all of our assets and certain other events; and • in the event of an “extraordinary transaction” or a “fundamental transaction” (as such terms are defined in the respective warrant agreements), generally including any merger with or into another entity, sale of all or substantially all of the Company’s assets, tender offer or exchange offer, or reclassification of its common stock, in which the successor entity (as defined in the respective warrant agreements) that assumes the successor entity is not a publicly traded company, the Company or any successor entity will pay the warrant holder, at such holder’s option, exercisable at any time concurrently with or within 30 days after the consummation of the extraordinary transaction or fundamental transaction, an amount of cash equal to the value of such holder’s warrants as determined in accordance with the Black Scholes option pricing model and the terms of the respective warrant agreement. In some circumstances, we or successor entity may be obligated to make such payments regardless of whether the successor entity that assumes the warrants is a publicly traded company. For the nine months ended September 30, 2023 , unexercised warrants to purchase 114,100 shares, issued in June 2018, expired pursuant to their terms. For the nine months ended September 30, 2023 , warrants to purchase 98,333 shares, issued in the December 2019 financing, were exercised at a per share price of $ 2.31 , for proceeds of $ 0.2 million. For the nine months ended September 30, 2022 , warrants to purchase 3,709 shares, issued in the December 2019 financing, were exercised at a per share price of $ 6.60 , for proceeds of $ 24,480 . As of September 30, 2023 , all of our outstanding warrants were classified as equity. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES The following table summarizes our contractual obligations as of September 30, 2023 (in thousands): Total Less than 1 year 1-3 years 3-5 years More than 5 years Vancouver office operating lease $ 90 $ 67 $ 23 $ — $ — Total $ 90 $ 67 $ 23 $ — $ — Leases We have operating leases for our corporate offices. Operating leases with a term of 12 months or longer are included in ROU assets, other current liabilities, and operating lease liabilities on our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities on our consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use the incremental borrowing rate of comparable companies from a representative peer group selected based on industry and market capitalization. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Vancouver lease arrangement On November 19, 2018, we entered into a lease agreement, or the Vancouver Lease, for office space in Vancouver, British Columbia, which commenced on February 1, 2019 and had a four-year term. Pursuant to the terms of the lease agreement, we rent approximately 2,367 square feet of office space. On December 16, 2022, we entered into an agreement to extend the lease for another two-year term, which commenced on February 1, 2023. The annual rent is approximately $ 0.1 million. Future minimum lease payments under the Vancouver Lease are as follows (in thousands): 2023 17 2024 67 2025 6 Total $ 90 Consolidated rent expense relating to the Vancouver, British Columbia office, for the three and nine months ended September 30, 2023 was $ 29,000 and $ 0.1 million, respectively, and for the three and nine months ended September 30, 2022 was $ 25,000 and $ 0.1 million, respectively. Other information related to leases was as follows: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows to operating leases $ 15 $ 16 $ 43 $ 45 Right-of-use assets obtained in exchange for lease obligations: Operating leases — — — — Weighted Average Remaining Lease Term Operating leases 1.33 years 0.33 years 1.33 years 0.33 years Weighted Average Discount Rate Operating leases 8.98 % 9.97 % 8.98 % 9.97 % Guarantees and Indemnifications We indemnify our officers, directors and certain consultants for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at its request in such capacity. The term of the indemnification period is equal to the officer’s or director’s lifetime. The maximum amount of potential future indemnification is unlimited; however, we have obtained director and officer insurance that limits our exposure and may enable us to recover a portion of any future amounts paid. We believe that the fair value of these indemnification obligations is minimal. Accordingly, we have no t recognized any liabilities relating to these obligations as of September 30, 2023. We have certain agreements with certain organizations with which we do business that contain indemnification provisions pursuant to which we typically agree to indemnify the party against certain types of third-party claims. We accrue for known indemnification issues when a loss is probable and can be reasonably estimated. There were no accruals for, or expenses related to, indemnification issues for any period presented. |
Intangibles (Tables)
Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Intangible Assets | The components of intangible assets were as follows: September 30, 2023 December 31, 2022 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Value Amortization Value Value Amortization Value License Agreements $ 3,117 $ ( 1,865 ) $ 1,252 $ 3,117 $ ( 1,699 ) $ 1,418 |
Estimated Future Amortization Expense Related to Intangible Assets | The following table outlines the estimated future amortization expense related to intangible assets held as of September 30, 2023 : Year Ending December 31, 2023 56 2024 223 2025 223 Thereafter 750 Total $ 1,252 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets Measured at Fair Value on Recurring Basis | The following table presents information about our assets that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total Assets Money market securities (cash equivalents) 17,916 — — 17,916 Restricted cash 50 — — 50 Total assets $ 17,966 $ — $ — $ 17,966 |
Summary of Cash Equivalents | Cash equivalents consist of the following (in thousands): Gross Gross Amortized Unrealized Unrealized Estimated September 30, 2023 Cost Gains Losses Fair Value Money market securities $ 17,916 $ — $ — $ 17,916 Total cash equivalents $ 17,916 $ — $ — $ 17,916 Money market securities (restricted cash) 50 — — 50 Total restricted cash $ 50 $ — $ — $ 50 |
Schedule of Aggregate Fair Value of Principal Amount of Convertible Debt | The aggregate fair value of the principal amount of the convertible debt is a Level 2 fair value measurement. September 30, 2023 December 31, 2022 Principal Carrying Fair Principal Carrying Fair Amount Value Value Amount Value Value December 2021 Convertible Debt $ 15,000 $ 16,195 $ 16,193 $ 15,000 $ 16,071 $ 16,987 As of September 30, 2023 and December 31, 2022, the Convertible Term Loan balance, including the Convertible Debt balance, was comprised of the following: September 30, December 31, 2023 2022 Convertible Term Loan Information Principal $ 15,000 $ 15,000 Transaction Costs ( 11 ) ( 67 ) Accrued paid-in-kind interest 2,012 1,138 Discount on modification of debt ( 1,074 ) — Accretion of discount on modification of debt 268 — 16,195 16,071 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Aggregate Fair Value of Principal Amount of Convertible Debt | The aggregate fair value of the principal amount of the convertible debt is a Level 2 fair value measurement. September 30, 2023 December 31, 2022 Principal Carrying Fair Principal Carrying Fair Amount Value Value Amount Value Value December 2021 Convertible Debt $ 15,000 $ 16,195 $ 16,193 $ 15,000 $ 16,071 $ 16,987 As of September 30, 2023 and December 31, 2022, the Convertible Term Loan balance, including the Convertible Debt balance, was comprised of the following: September 30, December 31, 2023 2022 Convertible Term Loan Information Principal $ 15,000 $ 15,000 Transaction Costs ( 11 ) ( 67 ) Accrued paid-in-kind interest 2,012 1,138 Discount on modification of debt ( 1,074 ) — Accretion of discount on modification of debt 268 — 16,195 16,071 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Summary of Stock Options Activity | Stock option transactions and the number of stock options outstanding are summarized below: Number of Weighted Optioned Average Common Exercise Shares Price Balance, December 31, 2022 822,515 $ 18.57 Granted 639,500 5.23 Expired ( 33 ) 26,045.33 Balance, September 30, 2023 1,461,982 $ 12.15 |
Summary of Fair Value of Each Stock Award for Employees and Directors | The fair value of each stock award for employees and directors is estimated on the grant date and for consultants at each reporting period, using the Black-Scholes option-pricing model based on the weighted-average assumptions noted in the following table: Nine Months Ended September 30, 2023 2022 Risk-free interest rates 3.60 % 1.65 % Expected dividend yield 0 % 0 % Expected life 5.75 5.80 Expected volatility 115.19 % 122.80 % |
Summary of Share-Based Compensation Expense | The results for the periods set forth below included share-based compensation expense for stock options, restricted stock units and employee share purchase plan compensation expenses in the following expense categories of the consolidated statements of loss (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Research and development $ 387 $ 288 $ 1,173 $ 852 General and administrative $ 787 541 2,276 1,640 Total stock-based compensation $ 1,174 $ 829 $ 3,449 $ 2,492 |
Summary of Restricted Stock Unit Award Activity | The following table summarizes our restricted stock unit award activity during the nine months ended September 30, 2023: Weighted Number Average of Grant Date Shares Fair Value Balance, December 31, 2022 252,875 $ 8.77 Granted 394,750 4.90 Released ( 139,750 ) 9.18 Balance, September 30, 2023 507,875 $ 5.65 |
Summary of Outstanding Warrants | The following is a summary of outstanding warrants to purchase common stock as at September 30, 2023: Total Outstanding Exercise and price per Exercisable Share Expiration Date (1) Warrants issued in October 2018 financing 31,215 $ 62.890 October 2023 (2) Warrants issued in May 2019 financing 60,000 $ 90.000 May 2025 (3) Warrants issued in December 2019 financing 510,924 $ 2.310 December 2024 (4) Warrants issued in April 2020 financing 182,461 $ 7.240 April 2025 (5) Warrants issued in April 2020 financing 24,375 $ 7.320 April 2025 (6) Warrants issued in April 2020 financing 25,270 $ 7.590 April 2025 (7) Pre-Funded warrants issued in August 2020 financing 142,857 $ 0.001 * (8) Warrants issued in December 2020 financing 50,000 $ 8.750 December 2025 (9) Warrants issued in November 2022 financing 4,093,141 $ 4.500 November 2029 *The pre-funded warrants do not have an expiration date. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Operating Leased Assets [Line Items] | |
Summary of Contractual Obligations | The following table summarizes our contractual obligations as of September 30, 2023 (in thousands): Total Less than 1 year 1-3 years 3-5 years More than 5 years Vancouver office operating lease $ 90 $ 67 $ 23 $ — $ — Total $ 90 $ 67 $ 23 $ — $ — |
Summary of Other Information Related to Leases | Other information related to leases was as follows: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows to operating leases $ 15 $ 16 $ 43 $ 45 Right-of-use assets obtained in exchange for lease obligations: Operating leases — — — — Weighted Average Remaining Lease Term Operating leases 1.33 years 0.33 years 1.33 years 0.33 years Weighted Average Discount Rate Operating leases 8.98 % 9.97 % 8.98 % 9.97 % |
Vancouver Office Operating Lease [Member] | |
Operating Leased Assets [Line Items] | |
Summary of Future Minimum Annual Lease Payments | Future minimum lease payments under the Vancouver Lease are as follows (in thousands): 2023 17 2024 67 2025 6 Total $ 90 |
Nature of Business, Basis of _2
Nature of Business, Basis of Presentation and Going Concern Uncertainty - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Apr. 26, 2022 | Dec. 22, 2021 | |
Nature Of Business And Basis Of Presentation [LineItems] | |||||||||||
Accumulated deficit | $ (160,275,000) | $ (160,275,000) | $ (135,936,000) | ||||||||
Net loss | (7,108,000) | $ (8,239,000) | $ (8,992,000) | $ (13,077,000) | $ (10,468,000) | $ (7,573,000) | (24,339,000) | $ (31,118,000) | |||
Cash and cash equivalents | 19,919,000 | 19,919,000 | 24,771,000 | ||||||||
Working capital | 17,800,000 | 17,800,000 | |||||||||
Net cash used in operating activities | 20,115,000 | $ 26,426,000 | |||||||||
Convertible debt principal amount | 15,000,000 | $ 15,000,000 | $ 15,000,000 | ||||||||
SVB [Member] | Contingent Convertible Debt Agreement [Member] | |||||||||||
Nature Of Business And Basis Of Presentation [LineItems] | |||||||||||
Convertible debt principal amount | $ 25,000,000 | ||||||||||
SVB [Member] | Contingent Convertible Debt Agreement [Member] | Non-Convertible Term Loans [Member] | |||||||||||
Nature Of Business And Basis Of Presentation [LineItems] | |||||||||||
Convertible debt principal amount | $ 10,000,000 | ||||||||||
Loan agreement expiration date | Apr. 30, 2023 | ||||||||||
Loan amount drawn | $ 0 | $ 0 |
Government Grant - Additional I
Government Grant - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 27 Months Ended | ||
Aug. 01, 2021 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Government Grant [Line Items] | ||||
Grant receivable | $ 83 | $ 83 | $ 105 | |
NIDA | ||||
Government Grant [Line Items] | ||||
Grant awarded | $ 300 | |||
NIDA/NIH | ||||
Government Grant [Line Items] | ||||
Reduction in R&D expense | 1,100 | |||
Grant receivable | $ 100 | 100 | ||
Reimbursements received. | $ 2,200 |
Intangibles - Additional Inform
Intangibles - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | May 18, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Intangible assets, Fair Value | $ 3,100,000 | ||||
Intangible assets, Useful life | 14 years | ||||
License agreement amortization expense | $ 100,000 | $ 100,000 | $ 200,000 | $ 200,000 | |
Impairment of intangible assets | $ 0 |
Intangibles - Components of Int
Intangibles - Components of Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Net Carrying Value | $ 1,252 | $ 1,418 |
License Agreements [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Value | 3,117 | 3,117 |
Intangible assets, Accumulated Amortization | (1,865) | (1,699) |
Net Carrying Value | $ 1,252 | $ 1,418 |
Intangibles - Estimated Future
Intangibles - Estimated Future Amortization Expense Related to Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
2023 | $ 56 | |
2024 | 223 | |
2025 | 223 | |
Thereafter | 750 | |
Net Carrying Value | $ 1,252 | $ 1,418 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Maximum maturity period of cash and cash equivalents | 90 days |
Cash | $ 1,000 |
Cash equivalents | 17,916 |
Sweep Account [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Cash equivalents | $ 6,200 |
Maximum [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Maturity period of securities | 1 year |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] $ in Thousands | Sep. 30, 2023 USD ($) |
Assets | |
Total assets | $ 17,966 |
Money market securities (cash equivalents) [Member] | |
Assets | |
Total assets | 17,916 |
Restricted cash [Member] | |
Assets | |
Total assets | 50 |
Level 1 [Member] | |
Assets | |
Total assets | 17,966 |
Level 1 [Member] | Money market securities (cash equivalents) [Member] | |
Assets | |
Total assets | 17,916 |
Level 1 [Member] | Restricted cash [Member] | |
Assets | |
Total assets | $ 50 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Cash Equivalents (Detail) $ in Thousands | Sep. 30, 2023 USD ($) |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Cash equivalents, amortized cost and estimated fair value | $ 17,916 |
Restricted cash, amortized cost and estimated fair value | 50 |
Money market securities [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Cash equivalents, amortized cost and estimated fair value | 17,916 |
Restricted cash, amortized cost and estimated fair value | $ 50 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Aggregate Fair Value of Principal Amount of Convertible Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Convertible Debt, Principal Amount | $ 15,000 | $ 15,000 |
Convertible Debt, Carrying Value | 16,195 | 16,071 |
Convertible Debt, Fair Value | $ 16,193 | $ 16,987 |
Convertible Debt - Additional I
Convertible Debt - Additional Information (Details) | 9 Months Ended | ||||
May 15, 2023 USD ($) Days $ / shares | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Apr. 26, 2022 USD ($) | Dec. 22, 2021 USD ($) | |
Convertible Debt [Line Items] | |||||
Convertible debt principal amount | $ 15,000,000 | $ 15,000,000 | |||
Convertible debt, interest rate | 2.25% | ||||
Convertible debt compound interest | 7% | ||||
Prime Rate Minus 1.0% [Member] | |||||
Convertible Debt [Line Items] | |||||
Convertible debt, interest rate | 1% | ||||
SVB [Member] | Contingent Convertible Debt Agreement [Member] | |||||
Convertible Debt [Line Items] | |||||
Convertible debt principal amount | $ 25,000,000 | ||||
Conversion price per share | $ / shares | $ 9.34 | ||||
Stock price trigger | $ / shares | $ 24 | ||||
Threshold consecutive trading days | Days | 30 | ||||
SVB [Member] | Contingent Convertible Debt Agreement [Member] | Convertible Indebtedness [Member] | |||||
Convertible Debt [Line Items] | |||||
Convertible debt principal amount | $ 15,000,000 | ||||
SVB [Member] | Contingent Convertible Debt Agreement [Member] | Non-Convertible Term Loans [Member] | |||||
Convertible Debt [Line Items] | |||||
Convertible debt principal amount | $ 10,000,000 | ||||
Loan amount drawn | $ 0 | ||||
Loan agreement expiration date | Apr. 30, 2023 | ||||
SVB [Member] | Contingent Convertible Debt Agreement [Member] | Convertible Term Loan [Member] | |||||
Convertible Debt [Line Items] | |||||
Convertible debt principal amount | $ 16,600,000 | ||||
Maturity date | Dec. 22, 2024 | ||||
Percentage of principal amount to be repaid | 150% |
Convertible Debt - Schedule of
Convertible Debt - Schedule of Convertible Term Loan Balance Including Convertible Debt Balance (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Convertible Term Loan Information | ||
Convertible Debt, Principal Amount | $ 15,000 | $ 15,000 |
Transaction Costs | (11) | (67) |
Accrued paid-in-kind interest | 2,012 | 1,138 |
Discount on modification of debt | (1,074) | |
Accretion of discount on modification of debt | 268 | |
Convertible debt | $ 16,195 | $ 16,071 |
Common Stock - Authorized - Add
Common Stock - Authorized - Additional Information (Detail) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Share-Based Payment Arrangement [Abstract] | ||
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | |
Preferred stock, par value | $ 0.001 |
Common Stock - Issued and Outst
Common Stock - Issued and Outstanding Shares - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 21 Months Ended | ||||||
May 31, 2023 | Nov. 30, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock option exercises, Shares | 0 | 0 | 0 | 0 | ||||||
Restricted stock unit settlements | 139,750 | 26,625 | 139,750 | 26,625 | ||||||
November2022 Private Placement [Member] | Subscription Agreements Executed In November Two Thousand Twenty Two [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of units issued in financing | 4,093,141 | |||||||||
Number of required consecutive days weighted average trading price for cancelation or recall of warrants | 30 days | |||||||||
Units issued price per unit | $ 4.625 | |||||||||
Description of stock units issued | each unit consisting of two shares of common stock and a common stock purchase warrant to purchase one share of common stock, or the November 2022 Warrants. | |||||||||
Exercise price per unit of warrant | $ 4.5 | |||||||||
Maximum beneficial ownership percentage of outstanding common stock for warrant holders | 19.99% | |||||||||
Percentage of exercise price exceeds in measurement period | 300% | |||||||||
Average daily trading volume for measurement period | $ 500,000 | |||||||||
Proceeds from financing | $ 17,800,000 | |||||||||
At-the-Market Sales Agreement [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock, shares issued | 0 | 0 | 200,000 | |||||||
Common stock aggregate maximum offering amount | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | |||||||
Gross proceeds | 1,500,000 | |||||||||
Common stock available for sale under offering | $ 23,500,000 | $ 23,500,000 | $ 23,500,000 | |||||||
Direct Offering [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Gross proceeds from issuance of common stock | $ 16,500,000 | |||||||||
Placement agent fees and offering expenses | 1,200,000 | |||||||||
Proceeds from issuance of common stock | $ 15,300,000 | |||||||||
Common stock [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock, shares issued | 60,000 | 3,584 | ||||||||
Restricted stock unit settlements | 139,750 | 26,625 | ||||||||
Common stock [Member] | Direct Offering [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock, shares issued | 3,000,000 | |||||||||
Share issued, price per share | $ 5.5 |
Common Stock - Stock Options -
Common Stock - Stock Options - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common shares reserved for options currently outstanding | 1,461,982 | 1,461,982 | 822,515 | |
Number of shares granted | 639,500 | |||
Unrecognized compensation expense related to stock options granted | $ 4.1 | $ 4.1 | ||
Anti-dilutive securities excluded from earning per share computation | 7,090,100 | 2,315,337 | ||
Warrant [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Anti-dilutive securities excluded from earning per share computation | 5,120,243 | |||
Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average period, restricted stock awards | 1 year 10 months 17 days | |||
Anti-dilutive securities excluded from earning per share computation | 1,461,982 | |||
Stock Options [Member] | Employees and Consultants [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
Stock Options [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award expiration period | 7 years | |||
Stock Options [Member] | Minimum [Member] | Board of Directors [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
Stock Options [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award expiration period | 10 years | |||
Stock Options [Member] | Maximum [Member] | Board of Directors [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Restricted Stock Unit [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted shares reserved for issuance under incentive plan | 507,875 | 507,875 | ||
Award vesting period | 4 years | |||
Common shares reserved for awards currently outstanding | 507,875 | 507,875 | 252,875 | |
Weighted-average period, restricted stock awards | 3 months 29 days | |||
Anti-dilutive securities excluded from earning per share computation | 507,875 | |||
2018 Equity Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common shares reserved for issuance under incentive plan | 33,473 | 33,473 | ||
Award expiration period | 10 years | |||
2018 Equity Incentive Plan [Member] | Minimum [Member] | Employees and Consultants [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
2018 Equity Incentive Plan [Member] | Minimum [Member] | Board of Directors [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
2018 Equity Incentive Plan [Member] | Maximum [Member] | Employees and Consultants [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
2018 Equity Incentive Plan [Member] | Maximum [Member] | Board of Directors [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
2018 Equity Incentive Plan [Member] | Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common shares reserved for issuance under incentive plan | 1,722,253 | 1,722,253 | ||
Common shares reserved for options currently outstanding | 1,180,905 | 1,180,905 | ||
New Employee Inducement Grants [Member] | Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common shares reserved for options currently outstanding | 135,000 | 135,000 | ||
Award expiration period | 10 years | |||
Number of shares granted | 0 | 40,000 | ||
2017 Equity Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award expiration period | 10 years | |||
2017 Equity Incentive Plan [Member] | Minimum [Member] | Employees and Consultants [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
2017 Equity Incentive Plan [Member] | Minimum [Member] | Board of Directors [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
2017 Equity Incentive Plan [Member] | Maximum [Member] | Employees and Consultants [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
2017 Equity Incentive Plan [Member] | Maximum [Member] | Board of Directors [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
2017 Equity Incentive Plan [Member] | Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common shares reserved for issuance under incentive plan | 13,156 | 13,156 | ||
2010 Performance Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award expiration period | 10 years | |||
2010 Performance Incentive Plan [Member] | Minimum [Member] | Employees and Consultants [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
2010 Performance Incentive Plan [Member] | Minimum [Member] | Board of Directors [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
2010 Performance Incentive Plan [Member] | Maximum [Member] | Employees and Consultants [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
2010 Performance Incentive Plan [Member] | Maximum [Member] | Board of Directors [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
2010 Performance Incentive Plan [Member] | Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common shares reserved for issuance under incentive plan | 171 | 171 | ||
2023 Non Employee Director Equity Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common shares reserved for issuance under incentive plan | 167,250 | 167,250 | ||
Award expiration period | 10 years | |||
2023 Non Employee Director Equity Incentive Plan [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
2023 Non Employee Director Equity Incentive Plan [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
2023 Non Employee Director Equity Incentive Plan [Member] | Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common shares reserved for issuance under incentive plan | 300,000 | 300,000 | ||
Common shares reserved for options currently outstanding | 132,750 | 132,750 |
Common Stock - Summary of Stock
Common Stock - Summary of Stock Options Activity (Detail) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 18.57 |
Weighted Average Exercise Price, Granted | $ / shares | 5.23 |
Weighted Average Exercise Price, Expired | $ / shares | 26,045.33 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 12.15 |
Number of Optioned Common Shares, Beginning Balance | shares | 822,515 |
Number of shares granted | shares | 639,500 |
Number of Optioned Common Shares, Expired | shares | (33) |
Number of Optioned Common Shares, Ending Balance | shares | 1,461,982 |
Common Stock - Summary of Fair
Common Stock - Summary of Fair Value of Each Stock Award for Employees and Directors (Detail) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk-free interest rates | 3.60% | 1.65% |
Expected dividend yield | 0% | 0% |
Expected life | 5 years 9 months | 5 years 9 months 18 days |
Expected volatility | 115.19% | 122.80% |
Common Stock - Summary of Share
Common Stock - Summary of Share-Based Compensation Expense for Stock Options, Restricted Stock and Employee Share Purchase Plan (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 1,174 | $ 829 | $ 3,449 | $ 2,492 |
Research and development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | 387 | 288 | 1,173 | 852 |
General and administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 787 | $ 541 | $ 2,276 | $ 1,640 |
Common Stock - Restricted Stock
Common Stock - Restricted Stock Unit Awards - Additional Information (Detail) - Restricted Stock Unit [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
Stock based compensation expense | $ 0.5 | $ 0.3 | $ 1.5 | $ 0.8 |
Total unrecognized compensation expense related to the Company's restricted stock unit awards | $ 1.6 | $ 1.6 | ||
Weighted-average period, restricted stock awards | 3 months 29 days |
Common Stock - Summary of Restr
Common Stock - Summary of Restricted Stock Unit Award Activity (Detail) - Restricted Stock Unit [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Beginning Balance | shares | 252,875 |
Number of Shares, Granted | shares | 394,750 |
Number of Shares, Released | shares | (139,750) |
Number of Shares, Ending Balance | shares | 507,875 |
Weighted-Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 8.77 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 4.9 |
Weighted-Average Grant Date Fair Value, Released | $ / shares | 9.18 |
Weighted-Average Grant Date Fair Value, Ending Balance | $ / shares | $ 5.65 |
Common Stock - Employee Share P
Common Stock - Employee Share Purchase Plan - Additional Information (Detail) - Employee Share Purchase Plan - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Maximum number of shares authorized to purchased | 344,613 | |||
Number of shares purchased | 0 | 28,892 | 0 | 28,892 |
Common Stock - Summary of Outst
Common Stock - Summary of Outstanding Warrants (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Warrants Issued in October 2018 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total Outstanding and Exercisable | 31,215 | |
Exercise price per Share | $ 62.890 | |
Expiration Date | 2023-10 | |
Warrants Issued in May 2019 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total Outstanding and Exercisable | 60,000 | |
Exercise price per Share | $ 90 | |
Expiration Date | 2025-05 | |
Warrants Issued in December 2019 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total Outstanding and Exercisable | 510,924 | |
Exercise price per Share | $ 2.310 | $ 6.6 |
Expiration Date | 2024-12 | |
Warrants Issued in April 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total Outstanding and Exercisable | 24,375 | |
Exercise price per Share | $ 7.320 | |
Expiration Date | 2025-04 | |
Warrants Issued in April 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total Outstanding and Exercisable | 25,270 | |
Exercise price per Share | $ 7.590 | |
Expiration Date | 2025-04 | |
Warrants Issued in April 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total Outstanding and Exercisable | 182,461 | |
Exercise price per Share | $ 7.240 | |
Expiration Date | 2025-04 | |
Pre-Funded Warrants Issued in August 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total Outstanding and Exercisable | 142,857 | |
Exercise price per Share | $ 0.001 | |
Warrants Issued in December 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total Outstanding and Exercisable | 50,000 | |
Exercise price per Share | $ 8.750 | |
Expiration Date | 2025-12 | |
Warrants Issued in November 2022 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total Outstanding and Exercisable | 4,093,141 | |
Exercise price per Share | $ 4.5 | |
Expiration Date | 2029-11 |
Common Stock - Common Stock War
Common Stock - Common Stock Warrants - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Class of Warrant or Right [Line Items] | ||
Proceeds from exercise of warrants | $ 227,000 | $ 24,000 |
Warrants Issued in June 2018 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants to purchase common stock | 114,100 | |
Warrants Issued in December 2019 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants to purchase common stock | 98,333 | 3,709 |
Exercise price per share of warrant | $ 2.310 | $ 6.6 |
Proceeds from exercise of warrants | $ 200,000 | $ 24,480 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Contractual Obligations (Detail) $ in Thousands | Sep. 30, 2023 USD ($) |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |
Total | $ 90 |
Less than 1 year | 67 |
1-3 years | 23 |
Vancouver Office Operating Lease [Member] | |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |
Total | 90 |
Less than 1 year | 67 |
1-3 years | $ 23 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |||
Nov. 19, 2018 USD ($) ft² | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Other Commitments [Line Items] | |||||
Consolidated rent expense | $ 29,000 | $ 25,000 | $ 100,000 | $ 100,000 | |
Indemnification obligations | $ 0 | 0 | |||
Expenses related to indemnification issues | $ 0 | ||||
Vancouver Lease Arrangement [Member] | Vancouver, British Columbia [Member] | |||||
Other Commitments [Line Items] | |||||
Lease agreement commencement date | Feb. 01, 2019 | ||||
Area of office space leased | ft² | 2,367 | ||||
Operating lease, term of contract | 4 years | ||||
Annual rent expense | $ 100,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Future Minimum Annual Lease Payments (Detail) - Vancouver Office Operating Lease [Member] $ in Thousands | Sep. 30, 2023 USD ($) |
Operating Leased Assets [Line Items] | |
2023 | $ 17 |
2024 | 67 |
2025 | 6 |
Total | $ 90 |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Other Information Related to Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows to operating leases | $ 15 | $ 16 | $ 43 | $ 45 |
Right-of-use assets obtained in exchange for lease obligations: | ||||
Weighted Average Remaining Lease Term Operating leases | 1 year 3 months 29 days | 3 months 29 days | 1 year 3 months 29 days | 3 months 29 days |
Weighted Average Discount Rate Operating leases | 8.98% | 9.97% | 8.98% | 9.97% |