UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______to _______
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer |
| ☐ | |
Non-accelerated filer |
| ☐ | Smaller reporting company |
| |
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| Emerging growth company |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Title of each class | Trading Symbol | Name of each exchange on which registered |
As of May 6, 2022, the total number of shares of common stock, par value $0.001 per share, outstanding was
NORTHWEST BIOTHERAPEUTICS, INC.
FORM 10-Q
TABLE OF CONTENTS
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Item 1. | Condensed Consolidated Interim Financial Statements (Unaudited) | |
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Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 | 3 | |
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Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021 | 6 | |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 | |
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2
PART I - FINANCIAL INFORMATION
NORTHWEST BIOTHERAPEUTICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
| March 31, |
| December 31, | |||
2022 | 2021 | |||||
(Unaudited) | ||||||
ASSETS |
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Current assets: |
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Cash and cash equivalents | $ | | $ | | ||
Prepaid expenses and other current assets |
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Total current assets |
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Non-current assets: |
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Property, plant and equipment, net |
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Construction in progress | | - | ||||
Right-of-use asset, net | | | ||||
Indefinite-lived intangible asset | | | ||||
Goodwill | | | ||||
Other assets |
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Total non-current assets |
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TOTAL ASSETS | $ | | $ | | ||
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities: |
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Accounts payable and accrued expenses | $ | | $ | | ||
Accounts payable and accrued expenses to related parties and affiliates |
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Convertible notes, net |
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Notes payable, net |
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Contingent payable derivative liability | | | ||||
Warrant liability |
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Lease liabilities | | | ||||
Shares payable | — | | ||||
Total current liabilities |
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Non-current liabilities: |
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Notes payable, net of current portion, net |
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Lease liabilities, net of current portion | | | ||||
Total non-current liabilities |
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Total liabilities |
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COMMITMENTS AND CONTINGENCIES (Note 10) |
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Stockholders’ deficit: |
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Preferred stock ($ | ||||||
Common stock ($ |
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Additional paid-in capital |
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Stock subscription receivable |
| ( |
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Accumulated deficit |
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Accumulated other comprehensive income |
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Total stockholders’ deficit |
| ( |
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
3
NORTHWEST BIOTHERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except per share amounts)
(Unaudited)
For the three months ended | ||||||
March 31, | ||||||
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| 2022 |
| 2021 | ||
Revenues: | ||||||
Research and other | $ | | $ | | ||
Total revenues | | | ||||
Operating costs and expenses: | ||||||
Research and development | | | ||||
General and administrative | | | ||||
Total operating costs and expenses | | | ||||
Loss from operations | ( | ( | ||||
Other income (expense): | ||||||
Change in fair value of derivative liabilities | | | ||||
Gain (loss) from extinguishment of debt | | ( | ||||
Interest expense | ( | ( | ||||
Foreign currency transaction loss | ( | ( | ||||
Total other income (loss) | ( | | ||||
Net loss | $ | ( | $ | ( | ||
Other comprehensive income | ||||||
Foreign currency translation adjustment | | | ||||
Total comprehensive loss | $ | ( | $ | ( | ||
Net loss per share applicable to common stockholders | ||||||
Basic | $ | ( | $ | ( | ||
Diluted | $ | ( | $ | ( | ||
Weighted average shares used in computing basic loss per share | | | ||||
Weighted average shares used in computing diluted loss per share | | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
NORTHWEST BIOTHERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(in thousands)
(Unaudited)
For the three months ended March 31, 2022 | ||||||||||||||||||||
Accumulated | ||||||||||||||||||||
Additional | Other | Total | ||||||||||||||||||
Common Stock | Paid-in | Subscription | Accumulated | Comprehensive | Stockholders’ | |||||||||||||||
| Shares |
| Par value |
| Capital |
| Receivable |
| Deficit |
| Income |
| Deficit | |||||||
Balances at January 1, 2022 |
| | $ | |
| $ | |
| $ | ( | $ | ( |
| $ | | $ | ( | |||
Issuance of common stock for cash | | | | — | — | — | | |||||||||||||
Warrants exercised for cash |
| | | | — | — | — | | ||||||||||||
Reclassification of warrant liabilities related to warrants exercised for cash |
| — | — | | — | — | — | | ||||||||||||
Cashless warrants exercise | | — | — | — | — | — | — | |||||||||||||
Reclassification of warrant liabilities related to cashless warrants exercise | — | — | | — | — | — | | |||||||||||||
Issuance of common stock conversion of debt and accrued interest | | | | — | — | — | | |||||||||||||
Stock-based compensation | | — | | — | — | — | | |||||||||||||
Net loss | — | — | — | — | ( | — | ( | |||||||||||||
Cumulative translation adjustment |
| — | — |
| — |
| — | — |
| | | |||||||||
Balances at March 31, 2022 |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | ( |
For the three months ended March 31, 2021 | ||||||||||||||||||||
Additional | Other | Total | ||||||||||||||||||
Common Stock | Paid-in | Subscription | Accumulated | Comprehensive | Stockholders’ | |||||||||||||||
| Shares |
| Par value |
| Capital |
| Receivable |
| Deficit |
| Income (Loss) |
| Deficit | |||||||
Balance at January 1, 2021 | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | ( | |||||||
Issuance of common stock for cash | | — | | — | — | — | | |||||||||||||
Issuance of common stock and warrants for conversion of debt and accrued interest |
| | | | — | — | — | | ||||||||||||
Warrants and stock options exercised for cash |
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| — |
| — |
| — |
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Reclassification of warrant liabilities related to warrants exercised for cash | — | — | | — | — | — | | |||||||||||||
Cashless warrants and stock options exercise | | | ( | — | — | — | — | |||||||||||||
Reclassification of warrant liabilities related to cashless warrants exercise | — | — | | — | — | — | | |||||||||||||
Stock-based compensation | | — | | — | — | — | | |||||||||||||
Reclassification of warrant liabilities related to sequencing policy | — | — | ( | — | — | — | ( | |||||||||||||
Net loss |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( | ||||||
Cumulative translation adjustment |
| — |
| — |
| — |
| — |
| — |
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Balance at March 31, 2021 |
| | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | ( |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
NORTHWEST BIOTHERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
For the three months ended | ||||||
March 31, | ||||||
| 2022 |
| 2021 | |||
Cash Flows from Operating Activities: | ||||||
Net loss | $ | ( | $ | ( | ||
Reconciliation of net loss to net cash used in operating activities: | ||||||
Depreciation and amortization | | | ||||
Amortization of debt discount | | | ||||
Change in fair value of derivatives | ( | ( | ||||
(Gain) loss from extinguishment of debt | ( | | ||||
Amortization of operating lease right-of-use asset | | | ||||
Stock-based compensation for services | | | ||||
Subtotal of non-cash charges | | ( | ||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other current assets | ( | ( | ||||
Other non-current assets | | ( | ||||
Accounts payable and accrued expenses | | | ||||
Related party accounts payable and accrued expenses | ( | ( | ||||
Lease liabilities | | | ||||
Net cash used in operating activities | ( | ( | ||||
Cash Flows from Investing Activities: | ||||||
Purchase of equipment and construction in progress | ( | ( | ||||
Net cash used in investing activities | ( | ( | ||||
Cash Flows from Financing Activities: | ||||||
Proceeds from issuance of common stock, net | | | ||||
Proceeds from exercise of warrants and stock options | | | ||||
Proceeds from issuance of notes payable, net | | | ||||
Repayment of notes payable | ( | — | ||||
Net cash provided by financing activities | | | ||||
Effect of exchange rate changes on cash and cash equivalents | | | ||||
Net decrease in cash and cash equivalents | ( | ( | ||||
Cash and cash equivalents, beginning of the period | | | ||||
Cash and cash equivalents, end of the period | $ | | $ | | ||
Supplemental disclosure of cash flow information | ||||||
Interest payments on notes payable | $ | ( | $ | — |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
NORTHWEST BIOTHERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
For the three months ended | |||||||
March 31, | |||||||
| 2022 |
| 2021 |
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Supplemental schedule of non-cash investing and financing activities: |
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Cashless warrants and stock options exercise | $ | — | $ | | |||
Reclassification of warrant liabilities related to warrants exercised for cash | $ | | $ | | |||
Reclassification of warrant liabilities related to cashless warrants exercise | $ | | $ | | |||
Reclassification of warrant liabilities based on authorized shares | $ | — | $ | | |||
Issuance of common stock and warrants for conversion of debt and accrued interest | $ | | $ | | |||
Reclassification between shares payable and equity | $ | | $ | — | |||
Capital expenditures included in accounts payable | $ | | $ | | |||
Capital expenditures included in accounts payable and accrued expenses to related parties and affiliates | $ | | $ | — |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
1. Organization and Description of Business
Northwest Biotherapeutics, Inc. and its wholly owned subsidiaries Flaskworks L.L.C., NW Bio GmbH, Aracaris Ltd, Aracaris Capital, Ltd, and Northwest Biotherapeutics B.V. (collectively, the “Company”, “we”, “us” and “our”) were organized to discover and develop innovative immunotherapies for cancer. The Company has developed DCVax® platform technologies for both operable and inoperable solid tumor cancers. The Company is headquartered in Bethesda, Maryland and has wholly owned subsidiaries in the U.K., in the Netherlands, and in Boston, Massachusetts.
The Company relies upon contract manufacturers for production of its DCVax products, research and development services, distribution and logistics, and related services, in compliance with the Company’s specifications and the applicable regulatory requirements.
2. Financial Condition, Going Concern and Management Plans
The Company has incurred annual net operating losses since its inception. The Company had a net loss of $
The Company does not expect to generate material revenue in the near future from the sale of products and is subject to all of the risks and uncertainties that are typically faced by biotechnology companies that devote substantially all of their efforts to research and development (“R&D”) and clinical trials and do not yet have commercial products. The Company expects to continue incurring annual losses for the foreseeable future. The Company’s existing liquidity is not sufficient to fund its operations, anticipated capital expenditures, working capital and other financing requirements until the Company reaches significant revenues. Until that time, the Company will need to obtain additional equity and/or debt financing, especially if the Company experiences downturns in its business that are more severe or longer than anticipated, or if the Company experiences significant increases in expense levels resulting from being a publicly-traded company or from expansion of operations. If the Company attempts to obtain additional equity or debt financing, the Company cannot assume that such financing will be available to the Company on favorable terms, or at all.
Because of recurring operating losses and operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern within one year from the date of this filing. The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
As previously reported, coronavirus-related difficulties have impacted most aspects of the database lock and the process of analyzing the Phase III trial results, especially with the successive waves of COVID-19 cases in many areas. The independent service firms have had limited capacity, and restrictions on operations. Key experts at certain specialized service providers have been unavailable for periods of time due to illness in their family. Other experts have gone on extended leave due to restrictions on operations. Clinical trial sites have not allowed personnel from the contract research organization managing the trial, or other service providers, to visit the sites for trial matters such as data monitoring and collection activities. Clinical trial site personnel have been unavailable due to being reassigned for COVID-19, and the limited site personnel have had to work under restrictions. Committee processes and regulatory processes have been similarly focused on COVID-19 matters and delayed on other matters. Firms such as the ones storing the Phase III trial tissue samples that are needed for certain analyses, and the firms conducting the analyses have had only limited operations. Even logistical matters such as the shipping of materials have been subjected to substantial restrictions and delays.
3. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation.
8
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of March 31, 2022, condensed consolidated statements of operations and comprehensive loss, condensed consolidated statement of stockholders’ deficit for the three months ended March 31, 2022 and 2021, and the condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022 or for any future interim period. The condensed consolidated balance sheet at December 31, 2021 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021 and notes thereto included in the Company’s annual report on Form 10-K (the “2021 Annual Report”), which was filed with the SEC on March 1, 2022.
Use of Estimates
In preparing condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates.
On an ongoing basis, the Company evaluates its estimates and judgments, including valuing equity securities in share-based payment arrangements, estimating the fair value of financial instruments recorded as derivative liabilities, useful lives of depreciable assets and whether impairment charges may apply. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the reported amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates, particularly given the significant social and economic disruptions and uncertainties associated with the ongoing coronavirus pandemic (“COVID-19”) and the COVID-19 control responses.
Significant Accounting Policies
There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2021 Annual Report.
Recently Adopted Accounting Standards
Modifications or Exchanges of Freestanding Equity-Classified Written Call Options
In May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU will be effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. On January 1, 2022, the Company adopted this standard without any material impact on the Company’s financial statements or disclosures.
9
4. Fair Value Measurements
In accordance with ASC 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the outstanding warrants and certain embedded conversion feature associated with convertible debt on a recurring basis to determine the fair value of the liability. ASC 820 also establishes a hierarchy categorizing inputs into three levels used to measure and disclose fair value. The hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to unobservable inputs. An explanation of each level in the hierarchy is described below:
Level 1 - Unadjusted quoted prices in active markets for identical instruments that are accessible by the Company on the measurement date
Level 2 - Quoted prices in markets that are not active or inputs which are either directly or indirectly observable
Level 3 - Unobservable inputs for the instrument requiring the development of assumptions by the Company
The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2022 and December 31, 2021 (in thousands):
Fair value measured at March 31, 2022 | ||||||||||||
|
| Quoted prices in active |
| Significant other |
| Significant | ||||||
| Fair value at | markets | observable inputs | unobservable inputs | ||||||||
March 31, 2022 |
| (Level 1) |
| (Level 2) |
| (Level 3) | ||||||
Warrant liability | $ | | $ | | $ | | $ | | ||||
Embedded redemption option | | | | | ||||||||
Contingent payable derivative liability |
| |
| |
| |
| | ||||
Total fair value | $ | | $ | | $ | | $ | |
Fair value measured at December 31, 2021 | ||||||||||||
|
| Quoted prices in active |
| Significant other |
| Significant | ||||||
Fair value at | markets | observable inputs | unobservable inputs | |||||||||
| December 31, 2021 |
| (Level 1) |
| (Level 2) |
| (Level 3) | |||||
Warrant liability | $ | | $ | | $ | | $ | | ||||
Embedded conversion option |
| |
| |
| |
| | ||||
Contingent payable derivative liability |
| |
| |
| |
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Total fair value | $ | | $ | | $ | | $ | |
There were no transfers between Level 1, 2 or 3 during the three-month period ended March 31, 2022.
The following table presents changes in Level 3 liabilities measured at fair value for the three-month period ended March 31, 2022. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands).
Warrant | Embedded | Contingent Payable | ||||||||||
| Liability |
| Conversion Option |
| Derivative Liability |
| Total | |||||
Balance - January 1, 2022 | $ | | $ | | $ | | $ | | ||||
Additional warrant liability | | | | | ||||||||
Reclassification of warrant liabilities | ( | | | ( | ||||||||
Change in fair value | ( | ( | | ( | ||||||||
Balance – March 31, 2022 | $ | | $ | | $ | | $ | |
10
A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of March 31, 2022 and December 31, 2021 is as follows:
As of March 31, 2022 | |||||||
Warrant | Contingent Payable | ||||||
| Liability |
| Derivative Liability |
| |||
Strike price | $ | | $ | | |||
Contractual term (years) |
|
|
| ||||
Volatility (annual) |
| | % | | % | ||
Risk-free rate |
| | % | | % | ||
Dividend yield (per share) |
| | % | | % |
As of December 31, 2021 |
| ||||||
| Warrant |
| Contingent Payable |
| |||
| Liability |
| Derivative Liability |
| |||
Strike price | $ | | $ | | |||
Contractual term (years) |
|
| |||||
Volatility (annual) |
| | % |
| | % | |
Risk-free rate |
| | % |
| | % | |
Dividend yield (per share) |
| | % |
| | % |
* | Contingent based on current stock price as of March 31, 2022 and December 31, 2021. |
5. Stock-based Compensation
The following table summarizes total stock-based compensation expense for the three months ended March 31, 2022 and 2021 (in thousands). The stock-based compensation expense during the three months ended March 31, 2022 and 2021 was mostly related to the applicable portion vesting during this period of stock options awards made prior to 2021.
For the three months ended | |||||||
March 31, | |||||||
|
| 2022 |
| 2021 | |||
Research and development | $ | | $ | | |||
General and administrative |
| |
| | |||
Total stock-based compensation expense | $ | | $ | |
The Black-Scholes option pricing model is used to estimate the fair value of stock options granted. The weighted average assumptions used in calculating the fair values of stock options that were granted during the three months ended March 31, 2022 was as follows:
For the three months |
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ended |
| |||
| March 31, 2022 |
| ||
Exercise price | $ | | ||
Expected term (years) |
| |||
Expected stock price volatility |
| | % | |
Risk-free rate |
| | % | |
Dividend yield (per share) |
| % |
The total unrecognized compensation cost was approximately $
11
Stock Options
The following table summarizes stock option activity for the Company’s option plans during the three months ended March 31, 2022 (amount in thousands, except per share number):
|
|
| Weighted |
| ||||||
Average | ||||||||||
Weighted | Remaining | |||||||||
Number of | Average Exercise | Contractual Life | Total Intrinsic | |||||||
Shares | Price | (in years) | Value | |||||||
Outstanding as of January 1, 2022 |
| | $ | | $ | | ||||
Granted | | | | |||||||
Outstanding as of March 31, 2022 |
| | $ | | $ | | ||||
Options vested (1) |
| | $ | | $ | |
(1) | Approximately |
Ms. Linda Powers, the Company’s Chief Executive Officer, and Mr. Leslie Goldman, the Company’s Senior Vice President, are subject to an agreement under which they cannot exercise any options or warrants except upon at least
12
6. Notes Payable
The following two tables summarize outstanding debt as of March 31, 2022 and December 31, 2021, respectively (amount in thousands):
Stated | Embedded |
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Interest | Conversion | Remaining | Redemption | Carrying | ||||||||||||||||
| Maturity Date |
| Rate |
| Price |
| Face Value |
| Debt Discount |
| Option |
| Value | |||||||
Short term convertible notes payable | ||||||||||||||||||||
6% unsecured |
|
| | % | $ | | $ | | $ | — | $ | — | $ | | ||||||
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| — |
| — | | ||||||||||||||
Short term notes payable |
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8% unsecured | | % | N/A | | ( | — | | |||||||||||||
9% unsecured | | % | N/A | | ( | — | | |||||||||||||
12% unsecured | | % | N/A | | — | — | | |||||||||||||
| |
| ( |
| — | | ||||||||||||||
Long term notes payable | ||||||||||||||||||||
8% unsecured | | % | N/A | | ( | | | |||||||||||||
6% secured | | % | N/A | | — | — | | |||||||||||||
| ( | | | |||||||||||||||||
Ending balance as of March 31, 2022 | $ | | $ | ( | $ | | $ | |