0001558370-22-006098 | 10-Q | XBRL Viewer | Entasis Therapeutics Holdings INC

Print Document View Excel Document

Convertible Note - Related Party - Other (Details) - Convertible Notes - Fourth Private Placement - USD ($) $ / shares in Units, $ in Millions		3 Months Ended
	Feb. 18, 2022	Mar. 31, 2022
Convertible Note
Convertible notes principal	$ 15.0
Conversion price (in dollars per share)	$ 1.48	$ 1.48
Price of warrants (in dollars per share)	$ 1.48	$ 1.48
Issuance of common stock upon the conversion of Convertible Note (in shares)		10,141,852
Issuance of warrants upon the conversion of Convertible Note (in shares)		10,141,852
Interest rate percentage (as a percent)	0.59%
Debt interest rate (as a percent)	10.00%
Percentage of outstanding shares of common stock (as a percent)	19.99%

Leases

3 Months Ended

Mar. 31, 2022

Leases

Leases

4. Leases

The Company holds one significant operating lease consisting of 20,062 square feet of office and laboratory space in Waltham, Massachusetts pursuant to a May 2015 lease with AstraZeneca, or the AZ lease, as amended.

In February 2022, the Company made the decision to exercise a renewal option for the AZ lease which extended the lease term for an additional three years. The Second Amendment to the AZ lease was signed in April 2022. Accordingly, the Company updated the incremental borrowing rate for the AZ lease to be as of the date the Company confirmed exercise of the renewal option, and recorded a corresponding increase to the right-of-use asset and lease liability of $3.3 million. The Company has elected to account for each lease component and its associated non-lease components as a single lease component and has allocated all of the contract consideration across lease components only.

During the three months ended March 31, 2022 and 2021, the Company recorded lease expense of $0.2 million related to the AZ lease. The Company has two additional operating leases that are included in its lease accounting which are not considered significant.

The following table summarizes the presentation of the Company’s operating leases in its consolidated balance sheets (in thousands):



	As of March 31, 2022		As of December 31, 2021
Assets
Operating lease right-of-use assets	$	3,724	$	604

Liabilities
Operating lease liabilities, current	$	545	$	704
Operating lease liabilities, net of current portion		3,299		-
Total operating lease liabilities	$	3,844	$	704

Future minimum lease payments under non-cancelable leases were as detailed below (in thousands):


Fiscal Year	As of March 31, 2022
2022 (remaining 9 months)	$	553
2023		1,249
2024		1,269
2025		1,289
Total undiscounted lease payments		4,360
Less: imputed interest		(516)
Total operating lease liabilities	$	3,844

As of March 31, 2022, the weighted average remaining lease term was 3.8 years and the weighted-average incremental borrowing rate used to determine the operating lease right-of-use assets was 7.8%.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (15,262)	$ (10,701)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	24	28
Stock-based compensation expense	697	869
Changes in operating assets and liabilities:
Grants receivable	112	(669)
Prepaid expenses	1,264	1,449
Other assets	60	(374)
Accounts payable	598	(226)
Accrued expenses and other liabilities	(1,244)	(475)
Net cash used in operating activities	(13,751)	(10,099)
Cash flows from investing activities:
Purchases of property and equipment	(9)	(11)
Net cash used in investing activities	(9)	(11)
Cash flows from financing activities:
Proceeds from the issuance of convertible note	15,000
Proceeds from the exercise of warrants		1,800
Net cash provided by financing activities	15,000	1,800
Net increase (decrease) in cash and cash equivalents	1,240	(8,310)
Cash and cash equivalents at beginning of the year	32,307	53,247
Cash and cash equivalents at end of the period	33,547	$ 44,937
Supplemental disclosure of non-cash investing and financing activities:
Financing costs included in accrued expenses	92
Right-of-use assets obtained in exchange for operating lease liability	$ 3,289

Organization and Description of Business - General (Details) $ in Thousands	Mar. 31, 2022 USD ($) subsidiary	Feb. 18, 2022 USD ($)	Dec. 31, 2021 USD ($)
Number of subsidiaries \| subsidiary	4
Going Concern
Cash and cash equivalents	$ 33,547		$ 32,307
Accumulated deficit	$ 246,858		$ 231,596
Private Placement
Going Concern
Convertible notes principal		$ 15,000

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

License and Collaboration Agreements (Details) - License and collaboration agreement with Zai Lab - USD ($) $ in Millions	3 Months Ended		48 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022
License and Collaboration Agreement with Zai Lab
Upfront, non-refundable payment received			$ 5.0
Research support funding			0.6
Certain other reimbursable registration trial costs			5.9
Tax expense withheld			2.2
Eligible amount receivable in research and development support payments and development, regulatory and sales milestone payments			91.0
Revenue	$ 0.0	$ 0.0	$ 7.0

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Significant Accounting Policies

The Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the year ended December 31, 2021 and the notes thereto, which are included in the Company’s most recent Annual Report on Form 10-K. Since the date of those consolidated financial statements, there have been no material changes to its significant accounting policies.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X. The December 31, 2021 consolidated balance sheet was derived from audited consolidated financial statements. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements, which are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission, or SEC, on March 3, 2022. The interim consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations.

The accompanying consolidated financial statements include the Company’s accounts and those of the Company’s wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or any other future year or period.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the recognition of revenue and the recognition of certain development costs. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from the Company’s estimates.

Recently Adopted Accounting Pronouncements

Effective January 1, 2022, the Company adopted ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance (“ASU 2021-10”). ASU 2021-10 requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting

model by analogy. The adoption of ASU 2021-10 did not have a material impact on the Company’s financial statements and disclosures.

On January 1, 2022, the Company adopted ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain convertible instruments, amends guidance on derivative scope exceptions for contracts in an entity’s own equity and modifies the guidance on diluted earnings per share calculations as a result of these changes. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.

Funding Arrangements (Details) - USD ($) $ in Millions		1 Months Ended		3 Months Ended		13 Months Ended	22 Months Ended	61 Months Ended
Funding Arrangements (Details) - USD ($) $ in Millions	Jul. 01, 2020	Jul. 31, 2021	Jun. 30, 2020	Mar. 31, 2022	Mar. 31, 2021	Jul. 31, 2021	Mar. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
CARB-X program
Funding Arrangements
Funds received during the period								$ 12.6
Grant income recognized				$ 0.1	$ 1.3			13.0
Grants receivable				0.7			$ 0.7	0.7	$ 0.7
ETX0462 program
Funding Arrangements
Grants receivable				5.9			5.9	5.9
National Institute of Allergy and Infectious Diseases
Funding Arrangements
Eligible amount receivable in research and development support payments and development, regulatory and sales milestone payments	$ 3.0	$ 2.9				$ 5.9
Reimbursable research expenditures							3.9
Grant income recognized				0.6	$ 0.7		4.5
Grants receivable				$ 0.5			$ 0.5	$ 0.5	$ 0.6
Maximum \| CARB-X program
Funding Arrangements
Reimbursable research expenditures			$ 18.5
Maximum \| National Institute of Allergy and Infectious Diseases
Funding Arrangements
Eligible amount receivable in research and development support payments and development, regulatory and sales milestone payments	$ 15.5

Stockholders Equity and Stock-Based Compensation Expense

3 Months Ended

Mar. 31, 2022

Stockholders Equity and Stock-Based Compensation Expense

Stockholders' Equity and Stock-Based Compensation Expense

9. Stockholders’ Equity and Stock-Based Compensation Expense

Common Stock

Each holder of common stock shall be entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Common stockholders are entitled to receive dividends when and if declared by the board of directors, out of any funds legally available. As of March 31, 2022, no dividends have been declared or paid.

Fourth Private Placement

On February 17, 2022, the Company entered into the Fourth Securities Purchase Agreement with a subsidiary of Innoviva, pursuant to which the Company issued and sold to Innoviva, in a private placement which closed on

February 18, 2022, the Convertible Note having a principal amount of $15.0 million. Refer to Note 6 for additional information related to the Convertible Note.

Third Private Placement

On May 3, 2021, the Company entered into the Third Securities Purchase Agreement, with a subsidiary of Innoviva, pursuant to which the Company agreed to issue and sell to Innoviva up to 10,000,000 newly issued shares of common stock of the Company at $2.00 per share and warrants to purchase up to 10,000,000 shares of common stock, each with an exercise price per share of $2.00.

Third Private Placement occurred in two tranches. At the First Closing, which occurred on May 3, 2021, Innoviva purchased 3,731,025 shares of common stock and warrants to purchase 3,731,025 shares of common stock, for aggregate gross proceeds of $7.5 million. At the Second Closing, which occurred on June 11, 2021, Innoviva purchased the remaining 6,268,975 shares of common stock and warrants to purchase 6,268,975 shares of common stock, for aggregate gross proceeds of $12.5 million.

Second Private Placement

Under the Second Securities Purchase Agreement, the Company issued and sold to the investors, including Innoviva, in a private placement (i) 8,183,878 newly issued shares of common stock of the Company at $2.675 per share, (ii) warrants to purchase an aggregate of 9,345,794 shares of common stock with an exercise price of $2.675, and (iii) pre-funded warrants, in lieu of common stock, to purchase an aggregate of 1,161,916 shares of common stock, with an exercise price of $0.001 per share, resulting in aggregate gross proceeds of approximately $25.0 million. The closing of the Second Private Placement occurred on September 1, 2020.

The exercise price and the number of shares of common stock issuable upon exercise of each warrant is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock. Each warrant is exercisable from the date of issuance and has a term of five years.

First Private Placement

Under the First Securities Purchase Agreement, the Company issued and sold to Innoviva 14,000,000 shares of common stock of the Company at $2.50 per share, and warrants to purchase up to 14,000,000 shares of common stock with an exercise price per share of $2.50.

The First Private Placement occurred in two tranches. At the closing of the first tranche, which occurred on April 22, 2020, Innoviva purchased 1,322,510 shares of common stock and warrants to purchase 1,322,510 shares of common stock, for aggregate gross proceeds of approximately $3.3 million. At the closing of the second tranche, which occurred on June 11, 2020, Innoviva purchased the remaining 12,677,490 shares of common stock and warrants to purchase 12,677,490 shares of the common stock for aggregate gross proceeds of approximately $31.7 million.

At the closing of the first tranche, Innoviva and the Company entered into an investor rights agreement, or the Investor Rights Agreement, which provides that for so long as Innoviva and its affiliates hold at least 15% of the outstanding shares of the Company’s common stock on a fully-diluted basis, Innoviva shall have the right to designate two directors to the board of directors of the Company, or the Board; and for so long as Innoviva and its affiliates hold at least 8% of the outstanding shares of the Company’s common stock on a fully-diluted basis, Innoviva shall have the right to designate one director to the Board, subject to certain qualifications and conditions in the Investor Rights Agreement. The Investor Rights Agreement also provides for rights for Innoviva to participate pro rata in future offerings of securities by the Company.

As a result of the closings of the four private placements, Innoviva owns approximately 59.9% of the Company’s outstanding common stock as of March 31, 2022 without the exercise of the warrants.

At-the-Market Facility

In August 2021, the Company entered into a Controlled Equity Offering Sales Agreement, or Sales Agreement, with Cantor Fitzgerald & Co, or Cantor, for the offer and sale of up to $17.5 million of its common stock at the then current market prices in amounts to be determined from time to time. On October 21, 2021, the Company sold an aggregate of 200,000 shares of common stock at a sale price of $3.25 per share, for gross proceeds of $0.7 million. Proceeds, net of fees, were $0.6 million. No sales of common stock have occurred during the first quarter of 2022 under the facility.

Warrants

As of March 31, 2022, outstanding warrants to purchase shares of the Company’s common stock are as follows:


Shares Underlying Outstanding Warrants	Exercise Price		Expiration Date
1,322,510	$	2.50	April 22, 2025
12,677,490	$	2.50	June 11, 2025
8,672,897	$	2.675	September 1, 2025
10,000,000	$	2.00	May 3, 2026
32,672,897

The table above does not include the potential warrants associated with the Company’s $15.0 million Convertible Note with Innoviva. The Convertible Note is convertible at maturity at the election of the Company or Innoviva into shares of the Company’s common stock at a conversion price of $1.48 per share and warrants to purchase an equal number of shares of the Company’s common stock with an exercise price of $1.48 per share. As of March 31, 2022, the Convertible Note was convertible into 10,141,852 shares of common stock and 10,141,852 warrants. Refer to Note 6 – Convertible Note, for further details.

Stock Incentive Plan

In September 2018, the Company’s board of directors adopted, and its stockholders approved, the 2018 Equity Incentive Plan, or the 2018 Plan, which became effective on September 25, 2018, at which point no further grants will be made under the 2015 Stock Incentive Plan, or the 2015 Plan. In June 2020, the Board adopted, and its stockholders approved, an amendment to the 2018 Plan, to increase the number of shares available for stock-based awards by 500,000. Under the 2018 Plan, the Company may grant incentive stock options, or ISOs, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. As of March 31, 2022, stock options to purchase an aggregate of 5,213,284 shares had been granted, restricted stock units, or RSUs, of 3,670,913 had been awarded, and 1,270,829 shares were available for future issuance under the 2018 Plan, as amended. The options issued under the 2018 Plan expire after 10 years from the grant date.

At its inception, the aggregate number of shares of the Company’s common stock available for issuance under the 2018 Plan was 2,350,000. The number of shares of the Company’s common stock reserved for issuance under the 2018 Plan will automatically increase on January 1 of each year, for a period of 10 years, from January 1, 2019 continuing through January 1, 2028, by 4% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Company’s board of directors. Accordingly, on January 1, 2022 and 2021, 1,914,071 and 1,465,494 shares were added to the number

of available shares, respectively. The maximum number of shares that may be issued pursuant to the exercise of ISOs under the 2018 Plan is 7,500,000.

The maximum number of shares of the Company’s common stock subject to awards granted under the 2018 Plan or otherwise during a single calendar year to any nonemployee director, taken together with any cash fees paid by the Company to such nonemployee director during the calendar year for serving on the Board, will not exceed $500,000 in total value, or, with respect to the calendar year in which a nonemployee director is first appointed or elected to the Company’s board of directors, $800,000.

All options and awards granted under the 2015 Plan consisted of the Company’s common stock. As of September 25, 2018, no additional stock awards have been or will be granted under the 2015 Plan. Although the 2015 Plan was terminated as to future awards in September 2018, it continues to govern the terms of options that remain outstanding under the 2015 Plan.

Stock Option Activity

Stock option activity under both plans during the three months ended March 31, 2022 is summarized as follows:


				Weighted-
		Weighted-		Average
		Average		Remaining	Aggregate
	Number of	Exercise		Contractual	Intrinsic
	Options	Price		Term (Years)	Value (in thousands)
Outstanding as of December 31, 2021	2,895,380	$	3.21	8.33	$	30
Granted	—
Forfeited and expired	(159,637)		2.98
Outstanding as of March 31, 2022	2,735,743	$	3.22	7.85	$	6
Exercisable as of March 31, 2022	1,011,812	$	3.89	5.85	$	2

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock.

Stock Option Exchange

On June 17, 2021, the Company commenced a voluntary stock option exchange program, or the Exchange Program, to permit the Company’s eligible employees, directors and certain consultants to exchange some or all of their eligible outstanding options, or the Original Options, to purchase the Company’s common stock with an exercise price greater than or equal to $4.98 per share, whether vested or unvested, for a lesser number of new stock options, or the New Options. The New Options will be granted under the 2018 Plan on the date on which the Original Options accepted for exchange are cancelled. Participants must remain continuously employed by the Company or in continuous service to the Company through the New Option grant date. New Options will have a per share exercise price equal to the per share closing price of the Company’s common stock on the New Option grant date. The New Options will have the same vesting schedule as the Original Options for options with a remaining vesting period exceeding 12 months. For Original Options with a remaining vesting period of 12 months or less, including full vesting options, the replacement options will vest in full 12 months from the New Option grant date. In accordance with the terms and conditions of the Exchange Program, the Company closed the exchange program and accepted all exchanged outstanding options on July 16, 2021, at which time the Company’s common stock price per share was $2.44. The stock option exchange program was approved at the Company’s annual shareholder meeting on June 10, 2021.

Pursuant to the Exchange Program, 44 eligible participants elected to exchange, and the Company accepted for cancellation Original Options to purchase an aggregate of 1,562,752 shares of the Company’s common stock, representing approximately 97% of the total shares of common stock underlying the eligible Original Options. On July 16, 2021, immediately following the expiration of the exchange offer, the Company granted New Options to purchase 1,148,572 shares of common stock, pursuant to the terms of the exchange offer and the Company’s 2018 Plan. In addition to the grant date fair value of the original awards, the Company will recognize incremental expense of approximately $0.3 million over the remaining service periods of the replacement awards.

Restricted Stock Unit Activity

During the three months ended March 31, 2022, the Company granted 2,678,313 RSUs to employees and directors. Restricted stock unit activity for the three months ended March 31, 2022 is summarized as follows:


		Weighted-
		Average
	Number of	Grant Date
	Units	Fair Value
Outstanding as of December 31, 2021	490,975	$	2.20
Granted	2,678,313		1.92
Forfeited	(270,600)		1.97
Outstanding as of March 31, 2022	2,898,688	$	1.96

Employee Stock Purchase Plan

In September 2018, the Company’s board of directors and its stockholders approved the 2018 Employee Stock Purchase Plan, or the ESPP, which became effective as of September 25, 2018. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the U.S. Internal Revenue Code of 1986, as amended. The number of shares of common stock initially reserved for issuance under the ESPP was 140,000 shares. The ESPP provides for an annual increase on the first day of each year beginning in 2019 and ending in 2028, in each case subject to the approval of the board of directors, equal to the lesser of (i) 1% of the shares of common stock outstanding on the last day of the prior fiscal year or (ii) 250,000 shares; provided, that prior to the date of any such increase, the board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii). Pursuant to the terms of the 2018 Employee Stock Purchase Plan, an additional 250,000 shares were added to the number of available shares effective January 1, 2022 and 2021. As of March 31, 2022, no shares of common stock had been issued under the ESPP and 654,163 shares remained available for future issuance under the ESPP. No offering period under the ESPP has been set by the Company’s board of directors.

Stock-Based Compensation

Stock-based compensation expense was classified in the consolidated statement of operations as follows (in thousands):


	Three Months Ended
	March 31,
	2022		2021
Research and development	$	363	$	421
General and administrative		334		448
Total stock-based compensation expense	$	697	$	869

The following table summarizes stock-based compensation by type of award (in thousands):


	Three Months Ended
	March 31,
	2022		2021
Stock options	$	247	$	665
Restricted stock units		450		204
Total stock-based compensation expense	$	697	$	869

The following table summarizes unrecognized stock-based compensation expense as of March 31, 2022, by type of awards, and the weighted-average period over which that expense is expected to be recognized. The total unrecognized stock-based compensation expense will be adjusted for actual forfeitures as they occur.


	As of March 31, 2022
	Unrecognized Expense		Weighted-average Remaining Recognition Period
	(in thousands)		(in years)
Stock options	$	1,558		1.46
Restricted stock units	$	4,838		3.27

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 33,547	$ 32,307
Grants receivable	1,146	1,258
Prepaid expenses	4,490	5,754
Other current assets	697	496
Total current assets	39,880	39,815
Property and equipment, net	183	198
Operating lease right-of-use assets	3,724	604
Other assets	303	303
Total assets	44,090	40,920
Current liabilities:
Accounts payable	1,781	1,183
Accrued expenses and other current liabilities	7,353	8,525
Convertible note - related party	15,010
Total current liabilities	24,144	9,708
Operating lease liabilities, net of current portion	3,299
Total liabilities	27,443	9,708
Commitments (Notes 4 and 11)
Stockholders' equity:
Common stock, par value $0.001 per share; 125,000,000 shares authorized and 47,851,779 shares issued and outstanding as of March 31, 2022 and December 31, 2021	48	48
Additional paid-in capital	263,457	262,760
Accumulated deficit	(246,858)	(231,596)
Total stockholders' equity	16,647	31,212
Total liabilities and stockholders' equity	$ 44,090	$ 40,920

Stockholders Equity and Stock-Based Compensation Expense (Tables)

3 Months Ended

Mar. 31, 2022

Stockholders Equity and Stock-Based Compensation Expense

Summary of outstanding warrants to purchase shares of common stock

As of March 31, 2022, outstanding warrants to purchase shares of the Company’s common stock are as follows:


Shares Underlying Outstanding Warrants	Exercise Price		Expiration Date
1,322,510	$	2.50	April 22, 2025
12,677,490	$	2.50	June 11, 2025
8,672,897	$	2.675	September 1, 2025
10,000,000	$	2.00	May 3, 2026
32,672,897

Summary of Stock option activity under the 2015 and 2018 Plan


				Weighted-
		Weighted-		Average
		Average		Remaining	Aggregate
	Number of	Exercise		Contractual	Intrinsic
	Options	Price		Term (Years)	Value (in thousands)
Outstanding as of December 31, 2021	2,895,380	$	3.21	8.33	$	30
Granted	—
Forfeited and expired	(159,637)		2.98
Outstanding as of March 31, 2022	2,735,743	$	3.22	7.85	$	6
Exercisable as of March 31, 2022	1,011,812	$	3.89	5.85	$	2

Summary of Restricted Stock Unit activity


		Weighted-
		Average
	Number of	Grant Date
	Units	Fair Value
Outstanding as of December 31, 2021	490,975	$	2.20
Granted	2,678,313		1.92
Forfeited	(270,600)		1.97
Outstanding as of March 31, 2022	2,898,688	$	1.96

Schedule of stock-based compensation expense

Stock-based compensation expense was classified in the consolidated statement of operations as follows (in thousands):


	Three Months Ended
	March 31,
	2022		2021
Research and development	$	363	$	421
General and administrative		334		448
Total stock-based compensation expense	$	697	$	869

The following table summarizes stock-based compensation by type of award (in thousands):


	Three Months Ended
	March 31,
	2022		2021
Stock options	$	247	$	665
Restricted stock units		450		204
Total stock-based compensation expense	$	697	$	869

Schedule of unrecognized stock-based compensation expense


	As of March 31, 2022
	Unrecognized Expense		Weighted-average Remaining Recognition Period
	(in thousands)		(in years)
Stock options	$	1,558		1.46
Restricted stock units	$	4,838		3.27

Leases - Lease Commitments (Details) $ in Millions	3 Months Ended
Leases - Lease Commitments (Details) $ in Millions	Mar. 31, 2022 USD ($) ft² item	Mar. 31, 2021 USD ($)	Feb. 28, 2022 USD ($)
Leases
Number of other non-significant operating leases \| item	2
Waltham, Massachusetts lease
Leases
Number of significant operating leases \| item	1
Significant operating lease space \| ft²	20,062
Operating lease expense	$ 0.2	$ 0.2
Renewal term	3 years
Increase in operating lease right-of-use assets			$ 3.3
Increase in operating lease liabilities			$ 3.3

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
CONSOLIDATED BALANCE SHEETS
Common stock par value (in dollar per share)	$ 0.001	$ 0.001
Common stock authorized (in shares)	125,000,000	125,000,000
Common stock issued (in shares)	47,851,779	47,851,779
Common stock outstanding (in shares)	47,851,779	47,851,779

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating expenses:
Research and development	$ 10,992	$ 9,370
General and administrative	4,936	3,307
Total operating expenses	15,928	12,677
Loss from operations	(15,928)	(12,677)
Other income:
Grant income	672	1,972
Interest income	4	4
Interest expense	(10)
Total other income, net	666	1,976
Net loss	$ (15,262)	$ (10,701)
Net loss per share - basic (in dollars per share)	$ (0.32)	$ (0.29)
Net loss per share - diluted (in dollars per share)	$ (0.32)	$ (0.29)
Weighted average common stock outstanding-basic (in shares)	47,851,779	37,078,478
Weighted average common stock outstanding-diluted (in shares)	47,851,779	37,078,478
Other comprehensive loss:
Net loss	$ (15,262)	$ (10,701)

Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases

Schedule of operating lease balance sheet information

The following table summarizes the presentation of the Company’s operating leases in its consolidated balance sheets (in thousands):



	As of March 31, 2022		As of December 31, 2021
Assets
Operating lease right-of-use assets	$	3,724	$	604

Liabilities
Operating lease liabilities, current	$	545	$	704
Operating lease liabilities, net of current portion		3,299		-
Total operating lease liabilities	$	3,844	$	704

Schedule of future lease payments

Future minimum lease payments under non-cancelable leases were as detailed below (in thousands):


Fiscal Year	As of March 31, 2022
2022 (remaining 9 months)	$	553
2023		1,249
2024		1,269
2025		1,289
Total undiscounted lease payments		4,360
Less: imputed interest		(516)
Total operating lease liabilities	$	3,844

Stockholders Equity and Stock-Based Compensation Expense - Stock Option Exchange (Details) - Stock Option Exchange Program $ / shares in Units, $ in Millions	Jul. 16, 2021 USD ($) item $ / shares shares
Stockholders' Equity and Stock-Based Compensation Expense
Stock Option Exchange Program minimum price per-share that is eligible for exchange \| $ / shares	$ 4.98
Price per share \| $ / shares	$ 2.44
Number of eligible participants \| item	44
Aggregate number of shares cancelled \| shares	1,562,752
Percentage of shares underlying eligible original options	97.00%
Aggregate number of shares to purchase the common stock \| shares	1,148,572
Incremental expense to be recognized over the remaining service period \| $	$ 0.3

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2022

Accrued Expenses and Other Current Liabilities.

Accrued Expenses and Other Current Liabilities

5. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):



	As of March 31, 2022			As of December 31, 2021
Accrued compensation and benefits	$	1,534	$	3,668
Accrued contract manufacturing		2,610		2,678
Accrued clinical		1,273		691
Current portion of operating lease liabilities		545		704
Accrued professional services		420		375
Accrued research		361		292
Accrued legal		341		55
Other		269		62
Total accrued expenses and other current liabilities	$	7,353	$	8,525

Commitments

3 Months Ended

Mar. 31, 2022

Commitments

Commitments

11. Commitments

Lease Commitments

The Company has an operating lease agreement for its office and laboratory space with AstraZeneca. See Note 4, Leases, to these notes to consolidated financial statements for additional information.

AstraZeneca Subscription Agreement

In connection with the Company’s 2015 spin-out from AstraZeneca, the Company entered into a business transfer and subscription agreement with AstraZeneca pursuant to which the Company agreed to pay AstraZeneca a one-time milestone payment of $5.0 million within three months of achieving a specified cumulative net sales milestone for durlobactam. This milestone payment will be automatically waived should the Company’s common stock trade on The Nasdaq Global Market at or above a specified price at any time prior to achieving such specified cumulative net sales milestone for durlobactam. The Company is also obligated to pay AstraZeneca a one-time milestone payment of $10.0 million within two years of achieving the first commercial sale of zoliflodacin. At the Company’s election, either milestone payment may be paid in cash, common stock, or a combination of cash and common stock. Additionally, the Company is obligated to pay AstraZeneca tiered, single-digit, per-country royalties on the annual worldwide net sales of durlobactam and zoliflodacin.

Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Feb. 18, 2022	Dec. 31, 2021
Pharmaron Beijing Co., Ltd.
Related Party Transactions
Expenses recorded	$ 1.9	$ 1.2
Owed to related party	$ 0.1			$ 0.1
Securities purchase agreement \| Fourth Private Placement
Related Party Transactions
Convertible notes payable			$ 15.0
Securities purchase agreement \| Fourth Private Placement \| Innoviva
Related Party Transactions
Convertible notes payable			$ 15.0
Conversion price (in dollars per share)			$ 1.48
Price of warrants (in dollars per share)			$ 1.48

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accrued Expenses and Other Current Liabilities.
Accrued compensation and benefits	$ 1,534	$ 3,668
Accrued contract manufacturing	2,610	2,678
Current portion of operating lease liabilities	545	704
Accrued clinical	1,273	691
Accrued professional services	420	375
Accrued research	361	292
Accrued legal	341	55
Other	269	62
Total accrued expenses and other current liabilities	$ 7,353	$ 8,525

Net Loss per Share (Tables)

3 Months Ended

Mar. 31, 2022

Net Loss per Share

Schedule of anti-dilutive securities


	As of March 31,
	2022	2021
Options to purchase shares of common stock	2,735,743	3,049,357
Warrants to purchase shares of common stock	32,672,897	22,672,897
Unvested restricted stock units	2,898,688	861,700
Convertible note (1)	10,141,852	—
Convertible note warrants (1)	10,141,852	—
	58,591,032	26,583,954

(1)

Convertible Note common stock is calculated using the conversion price of $1.48 per share and includes interest accrued as of March 31, 2022. Warrants issued upon conversion of the Convertible Note shall be equal to the common stock issued upon conversion.

Commitments (Details) - AstraZeneca $ in Millions	1 Months Ended
Commitments (Details) - AstraZeneca $ in Millions	Apr. 30, 2018 USD ($)
Commitments
Subscription agreement one-time milestone payment on net sales	$ 5.0
Term of the milestone payment on net sales	3 months
Subscription agreement one-time milestone payment on first commercial sale	$ 10.0
Term of the milestone payment on first commercial sale	2 years

Leases - Lease Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Leases
Operating lease right-of-use assets	$ 3,724	$ 604
Operating lease liabilities, current	$ 545	$ 704
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued Expenses And Other Current Liabilities	Accrued Expenses And Other Current Liabilities
Operating lease liabilities, net of current portion	$ 3,299
Total operating lease liabilities	$ 3,844	$ 704

Stockholders Equity and Stock-Based Compensation Expense - Restricted Stock (Details) - Unvested restricted stock units	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Number of Units
Outstanding, beginning balance (in shares) \| shares	490,975
Granted (in shares) \| shares	2,678,313
Forfeited (in shares) \| shares	(270,600)
Outstanding, ending balance (in shares) \| shares	2,898,688
Weighted Average Grant Date Fair Value
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 2.20
Granted (in dollars per share) \| $ / shares	1.92
Forfeited (in dollars per share) \| $ / shares	1.97
Outstanding, ending balance (in dollars per share) \| $ / shares	$ 1.96

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020	$ 37	$ 236,707	$ (184,455)	$ 52,289
Balance (in shares) at Dec. 31, 2020	36,637,357
Stock-based compensation expense		869		869
Exercise of warrants	$ 1	1,799		1,800
Exercise of warrants (in shares)	672,897
Net loss			(10,701)	(10,701)
Balance at Mar. 31, 2021	$ 38	239,375	(195,156)	44,257
Balance (in shares) at Mar. 31, 2021	37,310,254
Balance at Dec. 31, 2021	$ 48	262,760	(231,596)	31,212
Balance (in shares) at Dec. 31, 2021	47,851,779
Stock-based compensation expense		697		697
Net loss			(15,262)	(15,262)
Balance at Mar. 31, 2022	$ 48	$ 263,457	$ (246,858)	$ 16,647
Balance (in shares) at Mar. 31, 2022	47,851,779

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580

Reference 25: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI http://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

Net Loss per Share

3 Months Ended

Mar. 31, 2022

Net Loss per Share

Net Loss per Share

10. Net Loss per Share

Basic net loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding for the period, without consideration for common stock equivalents. The Company’s potentially dilutive shares, which include outstanding stock options and warrants, are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive.

The following outstanding securities have been excluded from the computation of diluted weighted average shares outstanding for the three months ended March 31, 2022 and 2021, as they would have been anti-dilutive:


	As of March 31,
	2022	2021
Options to purchase shares of common stock	2,735,743	3,049,357
Warrants to purchase shares of common stock	32,672,897	22,672,897
Unvested restricted stock units	2,898,688	861,700
Convertible note (1)	10,141,852	—
Convertible note warrants (1)	10,141,852	—
	58,591,032	26,583,954

(1)

Organization and Description of Business - Securities Purchase Agreement (Details) $ / shares in Units, $ in Millions									3 Months Ended
	Mar. 15, 2022 $ / shares	Feb. 01, 2022 $ / shares	Jun. 11, 2021 USD ($) shares	May 03, 2021 item $ / shares shares	Aug. 27, 2020 USD ($) $ / shares shares	Jun. 11, 2020 shares	Apr. 22, 2020 shares	Apr. 12, 2020 item $ / shares shares	Mar. 31, 2022 $ / shares shares	Feb. 18, 2022 USD ($)	Dec. 31, 2021 $ / shares
Common Stock
Common stock par value (in dollar per share) \| $ / shares									$ 0.001		$ 0.001
Warrants to purchase common stock									32,672,897
Private Placement
Common Stock
Convertible notes principal \| $										$ 15.0
Fourth Private Placement
Common Stock
Closing purchase price (in dollars per share) \| $ / shares	$ 2.00	$ 1.80
Securities purchase agreement \| Private Placement
Common Stock
Price per share \| $ / shares								$ 2.50
Warrant exercise price (in dollars per share) \| $ / shares								$ 2.50
Number of tranches \| item								2
Pro forma percentage of outstanding shares of common stock									74.90%
Securities purchase agreement \| Second Private Placement
Common Stock
Shares issued (in shares)					8,183,878
Price per share \| $ / shares					$ 2.675
Warrants to purchase common stock					9,345,794
Term of warrant					5 years
Securities purchase agreement \| Pre-funded Warrants
Common Stock
Shares issued (in shares)					1,161,916
Warrant exercise price (in dollars per share) \| $ / shares					$ 0.001
Proceeds from the sale of common stock \| $					$ 25.0
Securities purchase agreement \| Third Private Placement
Common Stock
Price per share \| $ / shares				$ 2.00
Warrant exercise price (in dollars per share) \| $ / shares				$ 2.00
Number of tranches \| item				2
Percentage of outstanding shares of common stock (as a percent)				59.90%					59.90%
Securities purchase agreement \| Fourth Private Placement
Common Stock
Convertible notes principal \| $										$ 15.0
Securities purchase agreement \| Closing of first tranche \| Third Private Placement
Common Stock
Shares issued (in shares)				3,731,025
Warrants to purchase common stock				3,731,025
Securities purchase agreement \| Closing of second tranche \| Third Private Placement
Common Stock
Aggregate purchase price of warrants \| $			$ 12.5
Securities purchase agreement \| Minimum \| Closing of first tranche \| Private Placement
Common Stock
Shares issued (in shares)							1,322,510
Warrants to purchase common stock							1,322,510
Securities purchase agreement \| Minimum \| Closing of second tranche \| Private Placement
Common Stock
Shares issued (in shares)						12,677,490
Warrants to purchase common stock						12,677,490
Securities purchase agreement \| Minimum \| Closing of second tranche \| Third Private Placement
Common Stock
Shares issued (in shares)			6,268,975
Warrants to purchase common stock			6,268,975
Securities purchase agreement \| Maximum \| Private Placement
Common Stock
Shares issued (in shares)								14,000,000
Warrants to purchase common stock								14,000,000
Securities purchase agreement \| Maximum \| Third Private Placement
Common Stock
Shares issued (in shares)				10,000,000
Warrants to purchase common stock				10,000,000

Net Loss per Share (Details) - $ / shares	3 Months Ended
Net Loss per Share (Details) - $ / shares	Mar. 31, 2022	Mar. 31, 2021	Feb. 18, 2022
Net Loss per Share
Antidilutive securities excluded from computation of earnings per share (in shares)	58,591,032	26,583,954
Convertible Notes \| Fourth Private Placement
Net Loss per Share
Conversion price (in dollars per share)	$ 1.48		$ 1.48
Options to purchase shares of common stock
Net Loss per Share
Antidilutive securities excluded from computation of earnings per share (in shares)	2,735,743	3,049,357
Warrants to purchase shares of common stock
Net Loss per Share
Antidilutive securities excluded from computation of earnings per share (in shares)	32,672,897	22,672,897
Unvested restricted stock units
Net Loss per Share
Antidilutive securities excluded from computation of earnings per share (in shares)	2,898,688	861,700
Convertible note
Net Loss per Share
Antidilutive securities excluded from computation of earnings per share (in shares)	10,141,852
Convertible note warrants
Net Loss per Share
Antidilutive securities excluded from computation of earnings per share (in shares)	10,141,852

Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value of Financial Instruments

Schedule of assets that were accounted for at fair value on recurring basis


	March 31, 2022
	Fair Value Measurement Using
	Level 1		Level 2		Level 3		Total

	(in thousands)
Cash equivalents:
Money market funds	$	20,138	$	—	$	—	$	20,138
Total	$	20,138	$	—	$	—	$	20,138


	December 31, 2021
	Fair Value Measurement Using
	Level 1		Level 2		Level 3		Total

	(in thousands)
Cash equivalents:
Money market funds	$	28,137	$	—	$	—	$	28,137
Total	$	28,137	$	—	$	—	$	28,137

Stockholders' Equity and Stock-Based Compensation Expense - Equity (Details)									1 Months Ended	3 Months Ended
	Feb. 18, 2022 USD ($) $ / shares	Oct. 21, 2021 USD ($) $ / shares shares	Jun. 11, 2021 USD ($) shares	May 03, 2021 USD ($) item $ / shares shares	Aug. 27, 2020 USD ($) $ / shares shares	Jun. 11, 2020 USD ($) shares	Apr. 22, 2020 USD ($) shares	Apr. 12, 2020 director item $ / shares shares	Aug. 31, 2021 USD ($)	Mar. 31, 2022 USD ($) item Vote $ / shares shares	Mar. 31, 2021 USD ($)	Dec. 31, 2021 $ / shares
Common Stock
Dividend declared or paid \| $										$ 0
Common stock par value (in dollar per share) \| $ / shares										$ 0.001		$ 0.001
Number of private placements \| item										4
Aggregate gross proceeds \| $											$ 1,800,000
Warrants to purchase common stock										32,672,897
Convertible note - related party \| $										$ 15,010,000
Convertible Notes
Common Stock
Convertible note - related party \| $										$ 15,010,000
Private Placement
Common Stock
Convertible notes principal \| $	$ 15,000,000.0
Fourth Private Placement \| Convertible Notes
Common Stock
Convertible notes principal \| $	$ 15,000,000.0
Percentage of Outstanding Shares Of Common Stock	19.99%
Issuance of common stock upon the conversion of Convertible Note (in shares)										10,141,852
Convertible note - related party \| $										$ 15,000,000.0
Conversion price (in dollars per share) \| $ / shares	$ 1.48									$ 1.48
Warrant exercise price (in dollars per share) \| $ / shares	$ 1.48									$ 1.48
Issuance of warrants upon the conversion of Convertible Note (in shares)										10,141,852
April 22, 2025 Expiration Date
Common Stock
Warrants to purchase common stock										1,322,510
Warrant exercise price (in dollars per share) \| $ / shares										$ 2.50
June 11, 2025 Expiration Date
Common Stock
Warrants to purchase common stock										12,677,490
Warrant exercise price (in dollars per share) \| $ / shares										$ 2.50
September 1, 2025 Expiration Date
Common Stock
Warrants to purchase common stock										8,672,897
Warrant exercise price (in dollars per share) \| $ / shares										$ 2.675
Warrant May 3 ,2026 Expiration Date
Common Stock
Warrants to purchase common stock										10,000,000
Warrant exercise price (in dollars per share) \| $ / shares										$ 2.00
Securities purchase agreement \| Private Placement
Common Stock
Price per share \| $ / shares								$ 2.50
Number of tranches \| item								2
Warrant exercise price (in dollars per share) \| $ / shares								$ 2.50
Securities purchase agreement \| Second Private Placement
Common Stock
Shares issued (in shares)					8,183,878
Term of warrant					5 years
Price per share \| $ / shares					$ 2.675
Warrants to purchase common stock					9,345,794
Securities purchase agreement \| Pre-funded Warrants
Common Stock
Shares issued (in shares)					1,161,916
Proceeds from the sale of common stock related to at-the-market offering, net of issuance costs \| $					$ 25,000,000.0
Warrant exercise price (in dollars per share) \| $ / shares					$ 0.001
Securities purchase agreement \| Third Private Placement
Common Stock
Price per share \| $ / shares				$ 2.00
Number of tranches \| item				2
Percentage of Outstanding Shares Of Common Stock				59.90%						59.90%
Warrant exercise price (in dollars per share) \| $ / shares				$ 2.00
Securities purchase agreement \| Fourth Private Placement
Common Stock
Convertible notes principal \| $	$ 15,000,000.0
Securities purchase agreement \| Closing of first tranche \| Third Private Placement
Common Stock
Shares issued (in shares)				3,731,025
Aggregate gross proceeds \| $				$ 7,500,000
Warrants to purchase common stock				3,731,025
Securities purchase agreement \| Closing of second tranche \| Third Private Placement
Common Stock
Aggregate purchase price of warrants \| $			$ 12,500,000
Aggregate gross proceeds \| $			$ 12,500,000
Securities purchase agreement \| Minimum \| Closing of first tranche \| Private Placement
Common Stock
Shares issued (in shares)							1,322,510
Aggregate gross proceeds \| $							$ 3,300,000
Warrants to purchase common stock							1,322,510
Securities purchase agreement \| Minimum \| Closing of second tranche \| Private Placement
Common Stock
Shares issued (in shares)						12,677,490
Aggregate gross proceeds \| $						$ 31,700,000
Warrants to purchase common stock						12,677,490
Securities purchase agreement \| Minimum \| Closing of second tranche \| Third Private Placement
Common Stock
Shares issued (in shares)			6,268,975
Warrants to purchase common stock			6,268,975
Securities purchase agreement \| Maximum \| Private Placement
Common Stock
Shares issued (in shares)								14,000,000
Warrants to purchase common stock								14,000,000
Securities purchase agreement \| Maximum \| Third Private Placement
Common Stock
Shares issued (in shares)				10,000,000
Warrants to purchase common stock				10,000,000
Investor rights agreement \| Scenario 1
Common Stock
Number of directors designated as board of directors \| director								2
Investor rights agreement \| Scenario 2
Common Stock
Number of directors designated as board of directors \| director								1
Investor rights agreement \| Minimum \| Scenario 1
Common Stock
Percentage of Outstanding Shares Of Common Stock								15.00%
Investor rights agreement \| Minimum \| Scenario 2
Common Stock
Percentage of Outstanding Shares Of Common Stock								8.00%
Common Stock
Common Stock
Number of votes per share \| Vote										1
Cantor Fitzgerald & Co \| Controlled Equity Offering Sale Agreement
Common Stock
Shares issued (in shares)		200,000
Price per share \| $ / shares		$ 3.25
Gross proceeds \| $		$ 700,000
Proceeds from sale of shares \| $		$ 600,000
Cantor Fitzgerald & Co \| Controlled Equity Offering Sale Agreement \| Maximum
Common Stock
Maximum amount that can be purchased under purchase notice \| $									$ 17,500,000