0001628280-23-017582 | 10-Q | XBRL Viewer | Bellicum Pharmaceuticals INC

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SHARE-BASED COMPENSATION PLANS - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($) plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation plans \| plan	5
Compensation cost not yet recognized \| $	$ 1.9
Period for recognition	1 year 4 months 24 days
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period	10 years
Options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	2 years
Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity - USD ($) $ in Thousands	Total	Series 1 Preferred	Common Stock	Treasury Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Series 1 Preferred	Series 1 Preferred Series 1 Preferred
Preferred stock, beginning balance (in shares) at Dec. 31, 2021									452,000
Preferred stock, beginning balance at Dec. 31, 2021									$ 18,036
Preferred stock, ending balance (in shares) at Mar. 31, 2022									452,000
Preferred stock, ending balance at Mar. 31, 2022									$ 18,036
Balance, beginning of period (in shares) at Dec. 31, 2021			8,497,025	67,746
Balance, beginning of period at Dec. 31, 2021	$ 24,395		$ 85	$ (5,056)	$ 580,156	$ (550,452)	$ (338)
Increase (Decrease) in Stockholders' Equity
Share-based compensation	599				599
Issuance of common stock upon vesting of restricted stock units (in shares)			122,928
Issuance of common stock upon vesting of restricted stock units	0		$ 1		(1)
Issuance of common stock upon exercise of pre-funded warrants (in shares)			56,950
Issuance of common stock upon exercise of pre-funded warrants	0		$ 1		(1)
Comprehensive loss	(7,565)					(7,562)	(3)
Balance, end of period (in shares) at Mar. 31, 2022			8,676,903	67,746
Balance, end of period at Mar. 31, 2022	17,429		$ 87	$ (5,056)	580,753	(558,014)	(341)
Preferred stock, beginning balance (in shares) at Dec. 31, 2022									452,000
Preferred stock, beginning balance at Dec. 31, 2022	18,036								$ 18,036
Preferred stock, ending balance (in shares) at Mar. 31, 2023									452,000
Preferred stock, ending balance at Mar. 31, 2023	$ 22,564							$ 22,600	$ 22,564
Balance, beginning of period (in shares) at Dec. 31, 2022	8,614,701		8,682,447	67,746
Balance, beginning of period at Dec. 31, 2022	$ 2,015		$ 87	$ (5,056)	582,763	(575,425)	(354)
Increase (Decrease) in Stockholders' Equity
Share-based compensation	559				559
Issuance of common stock upon vesting of restricted stock units (in shares)			1,597
Issuance of common stock upon vesting of restricted stock units	0
Issuance of common stock upon exercise of pre-funded warrants (in shares)			430,000
Issuance of common stock upon exercise of pre-funded warrants	0		$ 4		(4)
Accretion of Series 1 preferred stock redemption	(4,528)	$ 4,528			(4,528)
Comprehensive loss	$ (8,066)					(8,066)	0
Balance, end of period (in shares) at Mar. 31, 2023	9,046,298		9,114,044	67,746
Balance, end of period at Mar. 31, 2023	$ (10,020)		$ 91	$ (5,056)	$ 578,790	$ (583,491)	$ (354)

FAIR VALUE OF MEASUREMENTS AND INVESTMENT SECURITIES - Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Level 1
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Total cash equivalents	$ 14,029	$ 20,024
Level 1 \| Money market funds
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Total cash equivalents	14,029	20,024
Level 2
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Total cash equivalents	0	0
Level 2 \| Money market funds
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Total cash equivalents	0	0
Level 3
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Total cash equivalents	0	0
Level 3 \| Money market funds
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Total cash equivalents	$ 0	$ 0

FAIR VALUE OF MEASUREMENTS AND INVESTMENT SECURITIES - Fair Value of Warrants (Details) - Warrant Derivative Liability	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Derivative [Line Items]
Risk-free interest rate	3.80%	4.10%
Volatility	109.00%	102.00%
Expected term (years)	3 years 4 months 17 days	3 years 7 months 17 days

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Dec. 10, 2015 USD ($)	Jun. 10, 2015 USD ($) product	Dec. 20, 2022 licenseAgreement
Loss Contingencies [Line Items]
Number of license agreements terminated \| licenseAgreement			2
Agensys, Inc. \| Licensing Agreements
Loss Contingencies [Line Items]
Nonrefundable upfront fee	$ 3,000
Milestone payments upon first achievement of specified clinical milestones	5,000
Milestone payments upon achievement of specified clinical milestones for each licensed product	50,000
Milestone payments upon achievement of sales milestones	75,000
Option exercise fee	5,000
Milestone payments reduced upon exercise of option	$ 65,000
Termination period, number of years after first commercial sale of licensed product	10 years
Termination period, notice of failure on uncured items	60 days
Period of notice of failure on uncured items, if material breach is related to failure to make payments	30 days
BioVec Pharma Inc \| Licensing Agreements
Loss Contingencies [Line Items]
Nonrefundable upfront fee		$ 100
Milestone payments upon first achievement of specified clinical milestones		$ 250
Termination period, notice of failure on uncured items		60 days
Upfront fee payment period, number of days from effective date		10 days
License costs due upon first release of product		$ 300
License costs due upon first release of product, period of payment		10 days
License maintenance fee earned during period		$ 150
License agreement, annual fee period, from first IND filing		30 days
Milestone payments, number of initial products \| product		3
License agreement, milestone payments upon receipt of FDA or EMA registration		$ 2,000
Termination notice period for any other breach		90 days
Termination period, after insolvency event		30 days

PUBLIC OFFERING AND PRIVATE PLACEMENT - Fair Value of Derivative Liability (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Warrant Derivative Liability
Change in fair value	$ (574)	$ 1,637
Warrant Derivative Liability \| Level 3
Warrant Derivative Liability
Warrants and rights outstanding	809
Change in fair value	(574)
Warrants and rights outstanding	$ 235

SHARE-BASED COMPENSATION PLANS - Expense by Classification (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	$ 559	$ 599
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	217	294
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total	$ 342	$ 305

ORGANIZATION, BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash Reconciliation (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 15,402	$ 21,837
Total cash and cash equivalents shown in the statements of cash flows	$ 15,402	$ 21,837	$ 47,657	$ 41,270

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 15,402	$ 21,837
Accounts receivable, interest and other receivables	8	0
Prepaid expenses and other current assets	1,826	1,964
Total current assets	17,236	23,801
Property and equipment, net	24	22
Total assets	17,260	23,823
Current liabilities:
Accounts payable	1,226	486
Accrued expenses and other current liabilities	3,255	2,477
Warrant derivative liability	235	809
Total liabilities	4,716	3,772
Commitments and contingencies
Redeemable preferred stock: $0.01 par value; 10,000,000 shares authorized Series 1 redeemable convertible preferred stock, $0.01 par value, 1,517,500 shares authorized at March 31, 2023 and December 31, 2022, 425,000 shares issued and outstanding at March 31, 2023 and December 31, 2022	22,564	18,036
Stockholders’ equity:
Common stock, $0.01 par value; 160,000,000 shares authorized at March 31, 2023 and December 31, 2022, 9,114,044 shares issued and 9,046,298 shares outstanding at March 31, 2023; 8,682,447 shares issued and 8,614,701 shares outstanding at December 31, 2022	91	87
Treasury stock: 67,746 shares held at March 31, 2023 and December 31, 2022	(5,056)	(5,056)
Additional paid-in capital	578,790	582,763
Accumulated other comprehensive loss	(354)	(354)
Accumulated deficit	(583,491)	(575,425)
Total stockholders’ (deficit) equity	(10,020)	2,015
Total liabilities, redeemable preferred stock and stockholders’ (deficit) equity	$ 17,260	$ 23,823

REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Aug. 31, 2019
Class of Stock [Line Items]
Preferred stock, authorized (in shares)			10,000,000
Preferred stock, par value (in dollars per share)			$ 0.01
Series 1 preferred stock	$ 22,564	$ 18,036
Redeemable convertible series 1 preferred stock
Class of Stock [Line Items]
Preferred stock, authorized (in shares)			1,517,500
Preferred stock, outstanding (in shares)	452,000
Preferred stock, issued (in shares)	452,000
Closing price of common stock (in dollars per share)	$ 25.00
Common stock redemption requirement, closing price, threshold period	180 days
Common stock redemption, average trading volume period	50 days
50-day trading volume on Nasdaq stock market (in shares)	50,000
Preferred stock, redemption amount	$ 45,200
Series 1 preferred stock	$ 22,600
Shares issuable per warrants (in shares)	10
Price per share (in dollars per share)	$ 100.00
Series 2 Preferred Stock
Class of Stock [Line Items]
Preferred stock, authorized (in shares)			350,000
Preferred stock, outstanding (in shares)	0
Preferred stock, issued (in shares)	0
Series 3 Preferred Stock
Class of Stock [Line Items]
Preferred stock, authorized (in shares)			250,000
Preferred stock, outstanding (in shares)	0
Preferred stock, issued (in shares)	0

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (8,066)	$ (7,562)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	559	599
Depreciation and amortization expense	3	5
Change in fair value of warrant derivative and private placement option liabilities	(574)	1,637
Changes in operating assets and liabilities:
Accounts receivable, interest and other receivables	(8)	(2)
Prepaid expenses and other assets	138	(674)
Accounts payable	740	122
Accrued liabilities and other	778	(502)
Net cash used in operating activities	(6,430)	(6,377)
Cash flows from investing activities:
Purchases of property and equipment	(5)	(7)
Net cash used in investing activities	(5)	(7)
Effect of exchange rate changes on cash	0	(3)
Net change in cash, cash equivalents, and restricted cash	(6,435)	(6,387)
Cash, cash equivalents and restricted cash at beginning of period	21,837	$ 47,657
Cash, cash equivalents and restricted cash at end of period	$ 15,402

REDEEMABLE CONVERTIBLE PREFERRED STOCK	3 Months Ended
REDEEMABLE CONVERTIBLE PREFERRED STOCK	Mar. 31, 2023
Equity [Abstract]
REDEEMABLE CONVERTIBLE PREFERRED STOCK	REDEEMABLE CONVERTIBLE PREFERRED STOCKIn August 2019, the Company sold Series 1 Preferred Stock pursuant to the Offering. The Company has 10,000,000 authorized shares of preferred stock with a par value of $0.01 per share, of which the Company has designated 1,517,500 shares as Series 1 Preferred Stock, 350,000 shares as Series 2 Preferred Stock and 250,000 shares as Series 3 Preferred Stock. There were 452,000 shares of Series 1 Preferred Stock and no shares of Series 2 or Series 3 Preferred Stock issued and outstanding as of March 31, 2023. As of March 31, 2023, the Company classified the Series 1 Preferred Stock as mezzanine equity, because the Series 1 Preferred Stock is redeemable at the option of the holders upon passage of time, which is outside of the Company’s control to prevent. Subsequent adjustment of the amount presented in mezzanine equity to its redemption amount is necessary unless it is probable that the instrument will not become redeemable. The Series 1 Preferred Stock is not redeemable at March 31, 2023, and is only redeemable upon a fundamental change or, at the option of the holder, on or after the date that is the fifth (5th) anniversary of the initial issue date of the applicable series of preferred stock, if certain Conditions have not been met (described below) before that date. The “Conditions” mean: (1) the closing price of the Company’s common stock has been equal to or exceeded $25.00 per share for 180 calendar days (for determining if the Conditions are met for the Series 1 preferred stock) for 180 calendar days; (2) the 50-day average trading volume of the Company’s common stock on the Nasdaq stock market is greater than 50,000 shares; and (3) a Phase 3 or Phase 2 pivotal clinical trial for one of the Company’s CAR-T product candidates has been initiated, meaning that at least one clinical trial site has been activated. A subsequent adjustment of the amount presented within mezzanine equity to its redemption amount is necessary if it is probable that the instrument will become redeemable. The Company does not believe a fundamental change is considered probable until it occurs. However, as of December 31, 2022, the Company concluded that it was probable that the Conditions will not be met before the fifth (5th) anniversary of the initial issue date of the applicable series of preferred stock. Therefore, the Company will prospectively accrete the Series 1 Preferred Stock to its redemption amount of $45.2 million over the future reporting periods until the earliest redemption date. As of March 31, 2023, the Series 1 Preferred Stock has been remeasured to $22.6 million. Optional Conversion Each share of Preferred Stock is initially convertible into 10 shares of Common Stock. The conversion price at which Preferred Stock may be converted into shares of common stock, is subject to adjustment in connection with certain specified events. Redemption Until the applicable Transition Date (defined below), at any time on or after the date that is the fifth (5th) anniversary of the initial issue date of the applicable series of preferred stock, all or any portion of the preferred stock is redeemable at the option of the holder at a redemption price of $100.00 per share (for Series 1 Preferred Stock). The “Transition Date” means the first date following August 21, 2021, on which each of the Conditions (as defined below) is met. The “Conditions” mean: (1) the closing price of the Company’s common stock has been equal to or exceeded $25.00 per share for 180 calendar days (for determining if the Conditions are met for the Series 1 preferred stock) for 180 calendar days; (2) the 50-day average trading volume of the Company’s common stock on the Nasdaq stock market is greater than 50,000 shares; and (3) a Phase 3 or Phase 2 pivotal clinical trial for one of the Company’s CAR-T product candidates has been initiated, meaning that at least one clinical trial site has been activated. Dividends Shares of Preferred Stock will be entitled to receive dividends equal to (on an as-if-converted-to-common stock basis), and in the same form and manner as, dividends actually paid on shares of common stock. Liquidation Until the applicable Transition Date, in the event of a liquidation, dissolution, winding up or deemed liquidation, holders of the Preferred Stock will receive a payment equal to the applicable per share purchase price of their Preferred Stock before any proceeds are distributed to the holders of Common Stock. The liquidation preferences, protective voting provisions and redemption rights of the Preferred Stock will terminate upon the occurrence of certain events. Voting Shares of Preferred Stock will generally have no voting rights, except to the extent expressly provided in the Company’s certificate of incorporation or as otherwise required by law.

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2023	May 09, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-36783
Entity Registrant Name	BELLICUM PHARMACEUTICALS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-1450200
Entity Address, Address Line One	3730 Kirby Drive,
Entity Address, Address Line Two	Suite 1200,
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77098
City Area Code	281
Local Phone Number	454-3424
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BLCM
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		9,496,298
Entity Central Index Key	0001358403
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false

PUBLIC OFFERING AND PRIVATE PLACEMENT (Tables)

3 Months Ended

Mar. 31, 2023

Statement of Stockholders' Equity [Abstract]

Schedule of Derivative Liabilities at Fair Value

The fair value of the warrants has been estimated with the following weighted-average assumptions, including the most sensitive input, volatility:


	March 31, 2023	December 31, 2022
Risk-free interest rate	3.80%	4.1%
Volatility	109.00%	102.00%
Expected term (years)	3.38	3.63

The following table reflects the fair value roll forward reconciliation of the Public Warrants liabilities for the period ended March 31, 2023:


(in thousands)	Warrant Derivative Liability
Balance, December 31, 2022	$	809
Change in fair value	(574)
Balance, March 31, 2023	$	235

Summary of Warrants Outstanding and Exercisable

A summary of warrants outstanding and exercisable as of March 31, 2023 is as follows:


Year Issued	Warrants Outstanding and Exercisable	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price
		(in years)	(per share)
2019	5,750,000	3.38	$	13.00
2020	4,149,378	2.60	$	6.50
20201	1,659,752	—	$	—
2021	2,055,920	5.69	$	1.69
20212	20,129,210	—	$	—
	33,744,260

SHARE-BASED COMPENSATION PLANS (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Share-based Compensation

Share-based compensation expense by classification for the three months ended March 31, 2023 and 2022 are as follows:


	Three Months Ended
(in thousands)	March 31, 2023		March 31, 2022
Research and development	$	217	$	294
General and administrative	342		305
Total	$	559	$	599

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	160,000,000	160,000,000
Common stock, issued (in shares)	9,114,044	8,682,447
Common stock, outstanding (in shares)	9,046,298	8,614,701
Treasury stock, shares (in shares)	67,746	67,746
Convertible Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized (in shares)	1,517,500	1,517,500
Preferred stock, shares issued (in shares)	452,000	452,000
Preferred stock, outstanding (in shares)	452,000	452,000

COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Co-Development and Co-Commercialization Agreement - Adaptimmune Therapeutics plc On December 16, 2016, the Company entered into a Co-Development and Co-Commercialization Agreement with and Adaptimmune Therapeutics plc (Adaptimmune) in order to facilitate a staged collaboration to evaluate, develop and commercialize next generation T cell therapies. Under the Agreement, the parties agreed to evaluate the Company’s GoTCR technology (inducible MyD88/CD40 co-stimulation, or iMC) with Adaptimmune’s affinity-optimized SPEAR® T cells for the potential to create enhanced TCR product candidates. Depending on results of the preclinical proof-of-concept phase, the parties expect to progress to a two-target co-development and co-commercialization phase. To the extent necessary, and in furtherance of the parties’ proof-of-concept and co-development efforts, the parties granted each other a royalty-free, non-transferable, non-exclusive license covering their respective technologies for purposes of facilitating such proof-of-concept and co-development efforts. In addition, as to covered therapies developed under the agreement, the parties granted each other a reciprocal exclusive license for the commercialization of such therapies. With respect to any joint commercialization of a covered therapy, the parties agreed to negotiate in good faith the commercially reasonable terms of a co-commercialization agreement. The parties also agreed that any such agreement shall provide for, among other things, equal sharing of the costs of any such joint commercialization and the calculation of profit shares as set forth in the Agreement. The Agreement will expire on a country-by-country basis once the parties cease commercialization of the T cell therapies covered by the Agreement, unless earlier terminated by either party for material breach, non-performance or cessation of development, bankruptcy/insolvency, or failure to progress to co-development phase. License Agreement - Baylor In 2008, 2010, 2014 and 2016, the Company and Baylor College of Medicine (“BCM”) entered into license agreements pursuant to which the Company obtained exclusive rights to certain technologies and patent rights owned by BCM. Under the 2014 license agreement, the Company is required to pay BCM a low annual maintenance fee on each anniversary of the agreement date. The Company is also required to make royalty payments in the low single digits, subject to certain annual minimums, on net sales of products covered by the license and, to the extent the Company enters into a sublicensing agreement relating to a licensed product, the Company is also required to pay BCM a percentage in the low double-digits on all non-royalty income received from sublicensing revenue. As the Company has no active efforts or plans to pursue the licensed technologies under two 2016 license agreements, the Company terminated both license agreements effective December 20, 2022. License Agreement - Agensys, Inc. On December 10, 2015, the Company and Agensys, Inc. (“Agensys”), entered into a license agreement (the “Agensys Agreement”), pursuant to which (i) Agensys granted the Company, within the field of cell and gene therapy of diseases in humans, an exclusive, worldwide license and sublicense to its patent rights directed to prostate stem cell antigen 1 (“PSCA”) and related antibodies, and (ii) the Company granted Agensys a non-exclusive, fully paid license to the Company’s patents directed to inventions that were made by the Company in the course of developing the Company’s licensed products, solely for use with Agensys therapeutic products containing a soluble antibody that binds to PSCA or, to the extent not based upon the Company’s other proprietary technology, to non-therapeutic applications of antibodies not used within the field. As consideration for the rights granted to the Company under the Agreement, the Company agreed to pay to Agensys a non-refundable upfront fee of $3.0 million, which was included in license fee expense. The Company is also required to make aggregate milestone payments to Agensys of up to (i) $5.0 million upon the first achievement of certain specified clinical milestones for its licensed products, (ii) $50.0 million upon the achievement of certain specified clinical milestones for each licensed product, and (iii) $75.0 million upon the achievement of certain sales milestones for each licensed product. The Agreement additionally provides that the Company will pay to Agensys a royalty that ranges from the mid to high single digits based on the level of annual net sales of licensed products by the Company, its affiliates or permitted sublicensees. The royalty payments are subject to reduction under specified circumstances. These milestone and royalty payments will be expensed as incurred. Under the Agreement, Agensys also was granted the option to obtain an exclusive license, on a product-by-product basis, from the Company to commercialize in Japan each licensed product developed under the Agensys Agreement that has completed a phase 2 clinical trial. As to each such licensed product, if Agensys or its affiliate, Astellas Pharma, Inc., exercises the option, the Agensys Agreement provides that the Company will be paid an option exercise fee of $5.0 million. In addition, the Agensys Agreement provides that the Company will be paid a royalty that ranges from the mid to high single digits based on the level of annual net sales in Japan of each such licensed product. If the option is exercised, the aggregate milestone payments payable by the Company to Agensys, described above with respect to each licensed product, would be reduced by up to an aggregate of $65.0 million upon the achievement of certain specified clinical and sales milestones. The Agensys Agreement will terminate upon the expiration of the last royalty term for the products covered by the Agensys Agreement, which is the earlier of (i) the date of expiration or abandonment of the last valid claim within the licensed patent rights covering any licensed products under the Agreement, (ii) the expiration of regulatory exclusivity as to a licensed product, and (iii) 10 years after the first commercial sale of a licensed product. Either party may terminate the Agensys Agreement upon a material breach by the other party that remains uncured following 60 days after the date of written notice of such breach (or 30 days if such material breach is related to failure to make payment of amounts due under the Agensys Agreement) or upon certain insolvency events. In addition, Agensys may terminate the Agensys Agreement immediately upon written notice to the Company if the Company or any of its affiliates or permitted sublicensees commences an interference proceeding or challenges the validity or enforceability of any of Agensys’ patent rights. License Agreement - BioVec On June 10, 2015, the Company and BioVec Pharma, Inc. (“BioVec”) entered into a license agreement (the “BioVec Agreement”) pursuant to which BioVec agreed to supply the Company with certain proprietary cell lines and granted to the Company a non-exclusive, worldwide license to certain of its patent rights and related know-how related to such proprietary cell lines. As consideration for the products supplied and rights granted to the Company under the BioVec Agreement, the Company agreed to pay to BioVec an upfront fee of $100,000 within ten business days of the effective date of the BioVec Agreement and a fee of $300,000 within ten business days of its receipt of the first release of GMP lot of the products licensed under the BioVec Agreement. In addition, the Company agreed to pay to BioVec an annual fee of $150,000, commencing 30 days following the first filing of an Investigational New Drug Application (an IND filing), or its foreign equivalent, for a product covered by the license; with such annual fees being creditable against any royalties payable by the Company to BioVec under the BioVec Agreement. The Company also is required to make a $250,000 milestone payment to BioVec for each of the first three licensed products to enter into a clinical phase trial and one-time milestone payments of $2.0 million upon receipt of a registration granted by the Federal Drug Administration or European Medicines Agency on each of the Company’s first three licensed products. The BioVec Agreement additionally provides that the Company will pay to BioVec a royalty in the low single digits on net sales of products covered by the BioVec Agreement. The Company may also grant sublicensees under the licensed patent rights and know-how to third parties for limited purposes related to the use, sale and other exploitation of the products licensed under the BioVec Agreement. The BioVec Agreement will continue until terminated. The BioVec Agreement may be terminated by the Company, in its sole discretion, at any time upon 90 days written notice to BioVec. Either party may terminate the BioVec Agreement in the event of a breach by the other party of any material provision of the BioVec Agreement that remains uncured on the date that is 60 days after written notice of such failure or upon certain insolvency events that remain uncured following the date that is 30 days after the date of written notice to a party regarding such insolvency event. Litigation On May 29, 2019, Bellicum was served with a second amended complaint indicating that the Company had been added as an additional defendant in an ongoing civil tort lawsuit, captioned Kelly v. Children’s Hospital of Los Angeles et al., filed in the Los Angeles County Superior Court, Case No. BC681477. On July 10, 2019, plaintiffs filed a third amended complaint seeking unspecified monetary damages including punitive damages and alleging claims for wrongful death, negligence, breach of fiduciary duty, fraud, medical battery on decedent, medical battery on individual plaintiffs, products liability - failure to warn, breach of express warranty and products liability design or manufacturing defect. Bellicum filed a demurrer and motion to strike plaintiffs’ third amended complaint, which were granted in part on August 5, 2020, with the Court dismissing (without prejudice) all claims against Bellicum with the exception of the breach of express warranty and products liability design or manufacturing defect causes of action. The Court also granted Bellicum’s motion to strike plaintiffs’ claim for punitive damages. On September 15, 2020, plaintiffs filed a fourth amended complaint alleging the same causes of action and damages against Bellicum as were pled in the third amended complaint. On November 3, 2020, Bellicum filed a demurrer and motion to strike the fourth amended complaint, which was heard by the Court on May 19, 2022. The Court sustained the demurrer without leave to amend as to the causes of action for wrongful death, negligence, fraud, battery, and products liability-failure to warn, and overruled the demurrer as to products liability-design/manufacturing defect. The Court also granted Bellicum’s motion to strike punitive damages. The parties engaged in discovery in advance of the trial date set for March 13, 2023. On November 22, 2022, Bellicum filed a motion for summary judgment seeking an order from the Court that the undisputed material facts warranted a dismissal of Bellicum from the case. On February 9, 2023, the Court held a hearing on Bellicum’s motion for summary judgment, and granted the motion and entered judgment in favor of Bellicum. Any and all remaining past and future claims between the Plaintiff and Bellicum arising from or relating to the litigation have now been resolved by the parties.

FAIR VALUE MEASUREMENTS AND INVESTMENT SECURITIES (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Summary of Assets Measured at Fair Value on a Recurring Basis

The following table presents the Company’s investment securities (including, if applicable, those classified on the Company’s balance sheet as cash equivalents) that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022:


	Fair Value at March 31, 2023						Fair Value at December 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash equivalents:
Money market funds	$	14,029	$	—	$	—	$	20,024	$	—	$	—
Total cash equivalents	$	14,029	$	—	$	—	$	20,024	$	—	$	—

The following table provides the warrant derivative liability reported at fair value and measured on a recurring basis:


	Fair Value at March 31, 2023						Fair Value at December 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Warrant derivative liability	$	—	$	—	$	235	$	—	$	—	$	809

Schedule of Derivative Liabilities at Fair Value

The fair value of the warrants has been estimated with the following weighted-average assumptions, including the most sensitive input, volatility:


	March 31, 2023	December 31, 2022
Risk-free interest rate	3.80%	4.1%
Volatility	109.00%	102.00%
Expected term (years)	3.38	3.63

The following table reflects the fair value roll forward reconciliation of the Public Warrants liabilities for the period ended March 31, 2023:


(in thousands)	Warrant Derivative Liability
Balance, December 31, 2022	$	809
Change in fair value	(574)
Balance, March 31, 2023	$	235

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Bellicum Pharmaceuticals, Inc. (“Bellicum”) is a biopharmaceutical company that has developed novel cellular immunotherapies for various forms of cancer.

Bellicum has two wholly-owned subsidiaries, Bellicum Pharma Limited, a private limited company organized under the laws of the United Kingdom, and Bellicum Pharma GmbH, a private limited liability company organized under German law. Both were formed for the purpose of developing product candidates in Europe. As of March 31, 2023, Bellicum Pharma Limited was in the process of liquidation. Bellicum, Bellicum Pharma Limited and Bellicum Pharma GmbH are collectively referred to herein as the “Company.” All intercompany balances and transactions among the consolidated entities have been eliminated in consolidation.

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in conformity with the authoritative U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, the accompanying unaudited condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. The unaudited interim financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the periods presented. All such adjustments are of a normal and recurring nature. The operating results presented in these unaudited condensed consolidated financial statements are not necessarily indicative of the results that may be expected for any future periods. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K (“Annual Report”) for the fiscal year ended December 31, 2022, as filed with the SEC on March 31, 2023.

The Company has experienced net losses from operations since its inception and as of March 31, 2023 and December 31, 2022, the Company had an accumulated deficit of $583.5 million and $575.4 million, respectively, and at March 31, 2023, the Company had cash and cash equivalents of approximately $15.4 million. The Company believes that there is substantial doubt that its current capital resources, which consist of cash and cash equivalents, are sufficient to fund operations through at least the next twelve months from the date the accompanying financial statements are issued. The accompanying financial statements have been prepared on a basis that assumes that the Company will continue as a going concern, and do not include any adjustments that may result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of the Company’s liabilities and commitments in the normal course of business and does not include any adjustments to reflect the possible future effects of the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

In March 2023, the Company announced its decision to discontinue its ongoing Phase 1/2 clinical trials evaluating the safety and preliminary efficacy of its GoCAR-T cell product candidates in combination with rimiducid in heavily pre-treated cancer patients. The trials for BPX-601 and BPX-603 are being discontinued following the Company’s assessment of the risk/benefit profile of BPX-601 in combination with rimiducid. An evaluation of the Company’s strategic alternatives is underway. The strategic alternatives include, but are not limited to, a merger, sale, or other business combination, a strategic partnership with one or more parties, or the licensing, sale, or divestiture of our programs. Despite undertaking this process, the Company may not be successful in completing a transaction, and even if a strategic transaction is completed, it ultimately may not deliver the anticipated benefits. If the Company does not successfully consummate a strategic alternative, its board of directors may decide to pursue a dissolution and liquidation of the Company.

Use of Estimates

The preparation of the interim condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates and judgments that affect the reported amounts of assets, liabilities, and expenses. Actual results could differ from those estimates.

Revenue Recognition

The Company’s only source of revenue during the three months ended March 31, 2023 was from a sale of a small quantity of a proprietary reagent to a third party. The total agreed consideration was $8.0 thousand, which the Company recognized as revenue.

Significant Accounting Policies

There have been no significant changes to the accounting policies during the three months ended March 31, 2023, as compared to the significant accounting policies described in Note 1 of the “Notes to Consolidated Financial Statements” in the Company’s audited financial statements included in its Annual Report for the fiscal year ended December 31, 2022.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments with maturity of three months or less from the date of purchase and that can be liquidated without prior notice or penalty, to be cash equivalents.

The following table provides a reconciliation of cash and cash equivalents reported within the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows.


(in thousands)	March 31, 2023		December 31, 2022
Cash and cash equivalents	$	15,402	$	21,837
Total cash and cash equivalents shown in the statements of cash flows	$	15,402	$	21,837

Accrued Expenses and Other Current Liabilities

Accrued expenses and other liabilities consist of the following:


(in thousands)	March 31, 2023		December 31, 2022
Accrued payroll	$	666	$	264
Accrued patient treatment costs	887		675
Accrued clinical research costs	994		841
Accrued manufacturing costs	345		434
Accrued professional services	305		207
Accrued other	58		56
Total accrued expenses and other current liabilities	$	3,255	$	2,477

Net (Loss) Income and Net (Loss) Income per Share of Common Stock Attributable to Common Stockholders

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period without consideration for common stock equivalents. Diluted earnings per share is based on the more dilutive method between the two-class method and the treasury stock method and includes the effect from potential issuance of ordinary shares, such as shares issuable pursuant to the conversion of preferred stock to common stock, exercise of warrants to purchase common stock, exercise of stock options, and vesting of restricted stock units. For periods of net loss, diluted net loss per share is calculated similarly to basic net loss per share.

The following outstanding shares of common stock equivalents were excluded from the computations of diluted loss per share of common stock attributable to common stockholders for the periods presented as the effect of including such securities would be anti-dilutive.


	March 31, 2023	March 31, 2022
Anti-dilutive common stock equivalents:	Number of Shares
Redeemable convertible series 1 preferred stock	4,520,000	4,520,000
Warrants to purchase common stock	5,750,000	5,750,000
Options to purchase common stock	3,289,480	2,064,537
Unvested shares of restricted stock units	618,620	10,500
Total anti-dilutive common stock equivalents	14,178,100	12,345,037

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Cash and Cash Equivalents

The following table provides a reconciliation of cash and cash equivalents reported within the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows.


(in thousands)	March 31, 2023		December 31, 2022
Cash and cash equivalents	$	15,402	$	21,837
Total cash and cash equivalents shown in the statements of cash flows	$	15,402	$	21,837

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other liabilities consist of the following:


(in thousands)	March 31, 2023		December 31, 2022
Accrued payroll	$	666	$	264
Accrued patient treatment costs	887		675
Accrued clinical research costs	994		841
Accrued manufacturing costs	345		434
Accrued professional services	305		207
Accrued other	58		56
Total accrued expenses and other current liabilities	$	3,255	$	2,477

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	March 31, 2023	March 31, 2022
Anti-dilutive common stock equivalents:	Number of Shares
Redeemable convertible series 1 preferred stock	4,520,000	4,520,000
Warrants to purchase common stock	5,750,000	5,750,000
Options to purchase common stock	3,289,480	2,064,537
Unvested shares of restricted stock units	618,620	10,500
Total anti-dilutive common stock equivalents	14,178,100	12,345,037

PUBLIC OFFERING AND PRIVATE PLACEMENT - Summary of Warrants Outstanding and Exercisable (Details)	Mar. 31, 2023 $ / shares shares
Warrants Outstanding and Exercisable [Abstract]
Warrant Outstanding (in shares)	33,744,260
Warrants Exercisable (in shares)	33,744,260
2019
Warrants Outstanding and Exercisable [Abstract]
Warrant Outstanding (in shares)	5,750,000
Warrants Exercisable (in shares)	5,750,000
Weighted Average Remaining Contractual Life	3 years 4 months 17 days
Weighted Average Exercise Price (in dollars per share) \| $ / shares	$ 13.00
2020
Warrants Outstanding and Exercisable [Abstract]
Warrant Outstanding (in shares)	4,149,378
Warrants Exercisable (in shares)	4,149,378
Weighted Average Remaining Contractual Life	2 years 7 months 6 days
Weighted Average Exercise Price (in dollars per share) \| $ / shares	$ 6.50
2020
Warrants Outstanding and Exercisable [Abstract]
Warrant Outstanding (in shares)	1,659,752
Warrants Exercisable (in shares)	1,659,752
Weighted Average Remaining Contractual Life	0 years
Weighted Average Exercise Price (in dollars per share) \| $ / shares	$ 0
2021
Warrants Outstanding and Exercisable [Abstract]
Warrant Outstanding (in shares)	2,055,920
Warrants Exercisable (in shares)	2,055,920
Weighted Average Remaining Contractual Life	5 years 8 months 8 days
Weighted Average Exercise Price (in dollars per share) \| $ / shares	$ 1.69
2021
Warrants Outstanding and Exercisable [Abstract]
Warrant Outstanding (in shares)	20,129,210
Warrants Exercisable (in shares)	20,129,210
Weighted Average Remaining Contractual Life	0 years
Weighted Average Exercise Price (in dollars per share) \| $ / shares	$ 0

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenue-supply agreement	$ 8,000	$ 0
Operating expenses
Research and development	7,216,000	4,486,000
General and administrative	1,437,000	1,453,000
Total operating expenses	8,653,000	5,939,000
Loss from operations	(8,645,000)	(5,939,000)
Other income (expense):
Interest income	5,000	14,000
Change in fair value of warrant derivative liability	574,000	(1,637,000)
Total other income (expense)	579,000	(1,623,000)
Net loss	(8,066,000)	(7,562,000)
Net loss attributable to common shareholders	(8,066,000)	(7,562,000)
Net loss attributable to common shareholders	$ (8,066,000)	$ (7,562,000)
Net (loss) income per common share attributable to common stockholders, basic (in dollars per share)	$ (0.26)	$ (0.25)
Net (loss) income per common share attributable to common stockholders, diluted (in dollars per share)	$ (0.26)	$ (0.25)
Weighted-average shares outstanding, basic (in shares)	30,833,779	30,819,578
Weighted-average shares outstanding, diluted (in shares)	30,833,779	30,819,578
Net loss	$ (8,066,000)	$ (7,562,000)
Other comprehensive loss:
Foreign currency translation adjustment	0	(3,000)
Comprehensive loss	$ (8,066,000)	$ (7,565,000)

FAIR VALUE OF MEASUREMENTS AND INVESTMENT SECURITIES - Derivative Liabilities Reported at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant derivative liability	$ 235	$ 809
Level 1
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant derivative liability	0	0
Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant derivative liability	0	0
Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant derivative liability	$ 235	$ 809

SHARE-BASED COMPENSATION PLANS

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION PLANS

Share-Based Compensation Plans

The Company has five share-based compensation plans, including the 2019 Equity Incentive Plan (the “2019 Plan”), which was adopted in June 2019. Each plan authorizes the granting of shares of common stock and/or options to purchase common stock to employees and directors of the Company, as well as non-employee consultants, and allows the holder of the option to purchase common stock at a stated exercise price. The only plan under which the Company may currently grant equity awards is the 2019 Equity Incentive Plan although there remain outstanding awards under the other four plans. Options vest according to the terms of the grant, which may be immediately or based on the passage of time, generally over two to four years, and have a term of up to 10 years. Unexercised stock options terminate on the expiration date of the grant. The Company recognizes the share-based compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period.

Share-Based Compensation Expense

Share-based compensation expense by classification for the three months ended March 31, 2023 and 2022 are as follows:


	Three Months Ended
(in thousands)	March 31, 2023		March 31, 2022
Research and development	$	217	$	294
General and administrative	342		305
Total	$	559	$	599

At March 31, 2023, total compensation cost not yet recognized was $1.9 million and the weighted-average period over which this amount is expected to be recognized is 1.4 years.

ORGANIZATION, BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued payroll	$ 666	$ 264
Accrued patient treatment costs	887	675
Accrued clinical research costs	994	841
Accrued manufacturing costs	345	434
Accrued professional services	305	207
Accrued other	58	56
Total accrued expenses and other current liabilities	$ 3,255	$ 2,477

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of PresentationThe accompanying unaudited condensed financial statements have been prepared in conformity with the authoritative U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”).
Use of Estimates	Use of Estimates The preparation of the interim condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates and judgments that affect the reported amounts of assets, liabilities, and expenses. Actual results could differ from those estimates.
Revenue Recognition	Revenue RecognitionThe Company’s only source of revenue during the three months ended March 31, 2023 was from a sale of a small quantity of a proprietary reagent to a third party.
Cash and Cash Equivalents	Cash and Cash EquivalentsThe Company considers all short-term, highly liquid investments with maturity of three months or less from the date of purchase and that can be liquidated without prior notice or penalty, to be cash equivalents.
Net (Loss) Income and Net (Loss) Income per Share of Common Stock Attributable to Common Stockholders	Net (Loss) Income and Net (Loss) Income per Share of Common Stock Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period without consideration for common stock equivalents. Diluted earnings per share is based on the more dilutive method between the two-class method and the treasury stock method and includes the effect from potential issuance of ordinary shares, such as shares issuable pursuant to the conversion of preferred stock to common stock, exercise of warrants to purchase common stock, exercise of stock options, and vesting of restricted stock units. For periods of net loss, diluted net loss per share is calculated similarly to basic net loss per share.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a fair value hierarchy has been established that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). These inputs are classified into the following hierarchy: Level 1 Inputs - quoted prices (unadjusted) for identical assets in active markets that the reporting entity has the ability to access at the measurement date; Level 2 Inputs - inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly; and Level 3 Inputs - unobservable inputs for the assets. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company believes the recorded values of its financial instruments, including cash and cash equivalents, accounts payable, and accrued liabilities approximate their fair values due to the short-term nature of these instruments.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130561-203045

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130563-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
-Paragraph 20
-Subparagraph (c)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130563-203045

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126899994&loc=d3e18823-107790

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 19
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130564-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045

+ Details

FAIR VALUE MEASUREMENTS AND INVESTMENT SECURITIES

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS AND INVESTMENT SECURITIES

Fair Value of Financial Instruments

Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a fair value hierarchy has been established that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

These inputs are classified into the following hierarchy:

Level 1 Inputs - quoted prices (unadjusted) for identical assets in active markets that the reporting entity has the ability to access at the measurement date;

Level 2 Inputs - inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly; and

Level 3 Inputs - unobservable inputs for the assets.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The Company believes the recorded values of its financial instruments, including cash and cash equivalents, accounts payable, and accrued liabilities approximate their fair values due to the short-term nature of these instruments.

Investment Securities


	Fair Value at March 31, 2023						Fair Value at December 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash equivalents:
Money market funds	$	14,029	$	—	$	—	$	20,024	$	—	$	—
Total cash equivalents	$	14,029	$	—	$	—	$	20,024	$	—	$	—

Money market funds are valued based on various observable inputs such as benchmark yields, reported trades, broker/dealer quotes, benchmark securities and bids.

Warrant Derivative Liability

The Company’s financial liabilities recorded at fair value on a recurring basis include the fair values of the warrant derivative liability. The Company estimates the fair value (Level 3) of the warrants using the Black-Scholes valuation technique, which utilizes assumptions including (i) the fair value of the underlying stock relative to the warrant exercise price at the valuation measurement date, (ii) volatility of the price of the underlying stock, (iii) the expected term of the warrants, and (iv) risk-free interest rates.

The fair value of the warrant derivative liability is classified as current liability in the accompanying condensed consolidated balance sheets. This liability is classified as current liability on the balance sheet because the exercisability of such warrants is outside of the Company’s control, and the Company does not have the unconditional right to defer settlement beyond 12 months.

The fair value of the warrants has been estimated with the following weighted-average assumptions, including the most sensitive input, volatility:


	March 31, 2023	December 31, 2022
Risk-free interest rate	3.80%	4.1%
Volatility	109.00%	102.00%
Expected term (years)	3.38	3.63

The following table provides the warrant derivative liability reported at fair value and measured on a recurring basis:


	Fair Value at March 31, 2023						Fair Value at December 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Warrant derivative liability	$	—	$	—	$	235	$	—	$	—	$	809

The ending balance of the Level 3 financial instruments presented above represents the Company’s best estimate of valuation and may not be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

ORGANIZATION, BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Anti-dilutive Shares Excluded From Earnings Per Share Calculations (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Total common stock equivalents (in shares)	14,178,100	12,345,037
Redeemable convertible series 1 preferred stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Total common stock equivalents (in shares)	4,520,000	4,520,000
Warrants to purchase common stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Total common stock equivalents (in shares)	5,750,000	5,750,000
Options to purchase common stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Total common stock equivalents (in shares)	3,289,480	2,064,537
Unvested shares of restricted stock units
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Total common stock equivalents (in shares)	618,620	10,500

PUBLIC OFFERING AND PRIVATE PLACEMENT

3 Months Ended

Mar. 31, 2023

Statement of Stockholders' Equity [Abstract]

PUBLIC OFFERING AND PRIVATE PLACEMENT

December 2021 Private Placement

On December 4, 2021, the Company entered into a Securities Purchase Agreement (the “2021 Securities Purchase Agreement”) with certain institutional investors, pursuant to which the Company issued pre-funded warrants to purchase an aggregate of 20,559,210 shares of its common stock and accompanying common warrants to purchase an aggregate of 2,055,920 shares of its common stock. Each pre-funded warrant to purchase one share of common stock was sold together with one warrant to purchase one-tenth of one share of common stock at a combined unit price of $1.7024. The pre-funded warrants were immediately exercisable at an exercise price of $0.0001 per share of common stock. The accompanying common warrants were immediately exercisable at an exercise price of $1.69 per share of common stock and will expire seven years from the date of issuance.

The gross proceeds to the Company from the private placement were approximately $35.0 million before deducting placement agent commissions and offering expenses payable by the Company, excluding any proceeds that may be received upon exercise of the accompanying warrants.

In addition, pursuant to the 2021 Securities Purchase Agreement, certain purchasers who entered into the 2019 Securities Purchase Agreement (defined below) irrevocably waived the right to cause the Company to conduct the “First Closing” and “Second Closing” under the 2019 Securities Purchase Agreement (each term as defined in the 2019 Securities Purchase Agreement), which releases the Company of potential cash or equity obligations.

November 2020 Underwritten Offering

On November 2, 2020, the Company closed an underwritten offering of 1,040,000 shares of its common stock, pre-funded warrants to purchase 3,109,378 shares of its common stock, and accompanying common warrants to purchase up to an aggregate of 4,149,378 shares of its common stock. Each share of common stock and pre-funded warrant to purchase one share of common stock was sold together with a common warrant to purchase one share of common stock. The public offering price of each share of common stock and accompanying common warrant was $6.025 and $6.024 for each pre-funded warrant. The pre-funded warrants were immediately exercisable at a price of $0.001 per share of common stock. The common warrants were immediately exercisable at an exercise price of $6.50 per share of common stock and will expire five years from the date of issuance. The shares of common stock and pre-funded warrants, and the accompanying common warrants, were issued separately and were immediately separable upon issuance. The gross proceeds to the Company were approximately $25.0 million before deducting underwriting discounts and commissions and other offering expenses.

August 2019 Public Offering

On August 16, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 575,000 shares of the Series 1 Redeemable Convertible Non-Voting Preferred Stock of the Company (the “Series 1 Preferred Stock”) and warrants (the “Public Warrants”) to purchase up to 5,750,000 shares of its common stock. Each share of Series 1 Preferred Stock was being sold together with a warrant to purchase 10 shares of common stock at a combined price to the public of $100.00. Under certain circumstances, each warrant to purchase 10 shares of common stock will be exercisable, at the irrevocable election of the holder, for one share of Series 1 Preferred Stock. The offering closed on August 21, 2019, and the net proceeds to the Company from the Offering were approximately $53.8 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, and excluding any proceeds that the Company may receive upon exercise of the Public Warrants.

All of the Public Warrants sold in the Offering have an exercise price of $13.00 per share of common stock or, in certain circumstances, for $130.00 per share of Series 1 Preferred Stock, subject to proportional adjustments in the event of stock splits or combinations or similar events. The Public Warrants were immediately exercisable upon issuance, provided that the holder is prohibited, subject to certain exceptions, from exercising a warrant for shares of common stock to the extent that immediately prior to or after giving effect to such exercise, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of common stock then issued and outstanding, which percentage may be changed at the holder’s election to a lower percentage at any time or to a higher percentage not to exceed 19.99% upon 61 days’ notice to the Company. The Public Warrants will expire on August 21, 2026, unless exercised prior to that date.

The following table reflects the fair value roll forward reconciliation of the Public Warrants liabilities for the period ended March 31, 2023:


(in thousands)	Warrant Derivative Liability
Balance, December 31, 2022	$	809
Change in fair value	(574)
Balance, March 31, 2023	$	235

Private Placement

On August 16, 2019, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain institutional investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue in a private placement (i) 350,000 shares of its Series 2 Redeemable Convertible Non-Voting Preferred Stock (the “Series 2 Preferred Stock”), at a purchase price of $100.00 per share, and related warrants (the “Private Warrants”) to purchase up to 2,800,000 shares of common stock at an exercise price of $10.00 per share, and (ii) 250,000 shares of its Series 3 Redeemable Convertible Non-Voting Preferred Stock (the “Series 3 Preferred Stock” and, together with the Series 1 Preferred Stock and Series 2 Preferred Stock, the “Preferred Stock”), at a purchase price of $140.00 per share, and related warrants (also, “Private Warrants”) to purchase up to 875,000 shares of common stock at an exercise price of $14.00 per share. The Company received $11.2 million in net option fee proceeds, net of offering costs, upon the execution of the 2019 Securities Purchase Agreement.

Pursuant to the 2021 Securities Purchase Agreement entered into on December 4, 2021, the Purchasers irrevocably waived the right to purchase such securities, and the Company derecognized the private placement option liability for the year ended December 31, 2021. The Company is no longer obligated to issue the Series 2 Preferred Stock, Series 3 Preferred Stock, or any associated Private Warrants.

A summary of warrants outstanding and exercisable as of March 31, 2023 is as follows:


Year Issued	Warrants Outstanding and Exercisable	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price
		(in years)	(per share)
2019	5,750,000	3.38	$	13.00
2020	4,149,378	2.60	$	6.50
20201	1,659,752	—	$	—
2021	2,055,920	5.69	$	1.69
20212	20,129,210	—	$	—
	33,744,260

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)	3 Months Ended
	Mar. 31, 2023 USD ($) subsidiary	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of wholly-owned subsidiaries formed \| subsidiary	2
Accumulated deficit	$ (583,491,000)		$ (575,425,000)
Cash and cash equivalents	15,402,000		$ 21,837,000
Revenue-supply agreement	$ 8,000	$ 0

- Definition

Amount, excluding 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.

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+ Details

PUBLIC OFFERING AND PRIVATE PLACEMENT - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	Dec. 04, 2021	Nov. 02, 2020	Aug. 21, 2019	Aug. 16, 2019	Mar. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Common stock, par value (in dollars per share)					$ 0.01	$ 0.01
Common stock, issued (in shares)					9,114,044	8,682,447
Proceeds from issuance of redeemable convertible preferred stock in a public offering, net			$ 53.8
Proceeds upon entering into private placement agreement				$ 11.2
Series 1 Preferred
Class of Stock [Line Items]
Shares issuable per warrants (in shares)					10
Price per share (in dollars per share)					$ 100.00
December 2021 Private Placement
Class of Stock [Line Items]
Shares issuable per warrants (in shares)	20,559,210
Warrants to purchase aggregate shares of common stock (in shares)	2,055,920
Shares purchased by selling pre-funded warrant (in shares)	0.1
Price per share (in dollars per share)	$ 1.7024
Common stock, par value (in dollars per share)	0.0001
Warrant exercise price (in dollars per share)	$ 1.69
Expiration period	7 years
Proceeds from issuance of stock	$ 35.0
December 2021 Private Placement \| Pre-Funded Warrant
Class of Stock [Line Items]
Shares purchased by selling pre-funded warrant (in shares)	1
November 2020 Underwritten Offering
Class of Stock [Line Items]
Shares issuable per warrants (in shares)		3,109,378
Warrants to purchase aggregate shares of common stock (in shares)		4,149,378
Shares purchased by selling pre-funded warrant (in shares)		1
Common stock, par value (in dollars per share)		$ 0.001
Warrant exercise price (in dollars per share)		$ 6.50
Expiration period		5 years
Proceeds from issuance of stock		$ 25.0
Common stock, issued (in shares)		1,040,000
November 2020 Underwritten Offering \| Minimum
Class of Stock [Line Items]
Price of each share of common stock and accompanying common warrant (in dollars per share)		$ 6.024
November 2020 Underwritten Offering \| Maximum
Class of Stock [Line Items]
Price of each share of common stock and accompanying common warrant (in dollars per share)		$ 6.025
Public Offering
Class of Stock [Line Items]
Price per share (in dollars per share)				$ 100.00
Shares issuable under warrants (in shares)				5,750,000
Public Offering \| Series 1 Preferred
Class of Stock [Line Items]
Number of shares of common stock sold in offering (in shares)				575,000
Weighted average exercise price (in dollars per share)				$ 130.00
Public Offering \| Common Stock
Class of Stock [Line Items]
Shares issuable per warrants (in shares)				10
Weighted average exercise price (in dollars per share)				$ 13.00
Class of warrant or right, notice period for percentage change				61 days
Public Offering \| Common Stock \| Minimum
Class of Stock [Line Items]
Warrants, limitations on ownership after exercise				9.99%
Public Offering \| Common Stock \| Maximum
Class of Stock [Line Items]
Warrants, limitations on ownership after exercise				19.99%
Private Placement \| Series 2 redeemable convertible non-voting preferred stock
Class of Stock [Line Items]
Price per share (in dollars per share)				$ 100.00
Number of shares of common stock sold in offering (in shares)				350,000
Shares issuable under warrants (in shares)				2,800,000
Weighted average exercise price (in dollars per share)				$ 10.00
Private Placement \| Series 3 redeemable convertible non-voting preferred stock
Class of Stock [Line Items]
Number of shares of common stock sold in offering (in shares)				250,000
Private Placement \| Series 1 Preferred
Class of Stock [Line Items]
Price per share (in dollars per share)				$ 140.00
Shares issuable under warrants (in shares)				875,000
Weighted average exercise price (in dollars per share)				$ 14.00