0001564590-20-054210 | 10-Q | XBRL Viewer

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 114,464	$ 8,791
Prepaid expenses and other current assets	637	1,180
Total current assets	115,101	9,971
Property and equipment, net		5
Operating lease asset, net	183	316
Goodwill	44,466
In-process research and development	32,386
Other assets	449	639
Total assets	192,585	10,931
Current liabilities:
Accounts payable	758	329
Current operating lease liability	191	180
Accrued severance	803
Accrued expenses and other liabilities	4,378	813
Total current liabilities	6,130	1,322
Non-current operating lease liability		144
Total liabilities	6,130	1,466
Commitments and contingencies (Note 5)
Series X1 non-voting convertible preferred stock, $0.001 par value, 515,000 shares authorized; 339,138 and no shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	164,949
Stockholders’ equity:
Series X preferred stock, $0.001 par value, 10,000 shares authorized; 511 and no shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively
Common stock, $0.001 par value, 200,000,000 shares authorized at September 30, 2020 and December 31, 2019; 1,274,631 and 720,408 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	1	1
Additional paid-in capital	95,994	67,046
Accumulated deficit	(74,489)	(57,582)
Total stockholders’ equity	21,506	9,465
Total liabilities, convertible preferred stock and stockholders’ equity	$ 192,585	$ 10,931

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Series X1 Non-Voting Convertible Preferred Stock [Member]
Beginning Balance at Dec. 31, 2018	$ 14,492	$ 1	$ 56,062	$ (41,571)
Beginning Balance, Shares at Dec. 31, 2018		523,452
Issuance of common stock at-the-market, net of issuance costs	107		107
Issuance of common stock at-the-market, net of issuance costs, Shares		1,401
Issuance of common stock in connection with exercise of warrants, net of issuance costs	9,569		9,569
Issuance of common stock in connection with exercise of warrants, net of issuance costs, Shares		191,617
Issuance of common stock in connection with exercise of options, shares		4,359
Stock-based compensation	1,065		1,065
Net loss and other comprehensive loss	(11,867)			(11,867)
Ending Balance at Sep. 30, 2019	13,366	$ 1	66,803	(53,438)
Ending Balance, Shares at Sep. 30, 2019		720,829
Beginning Balance at Jun. 30, 2019	16,032	$ 1	66,576	(50,545)
Beginning Balance, Shares at Jun. 30, 2019		720,829
Stock-based compensation	227		227
Net loss and other comprehensive loss	(2,893)			(2,893)
Ending Balance at Sep. 30, 2019	13,366	$ 1	66,803	(53,438)
Ending Balance, Shares at Sep. 30, 2019		720,829
Beginning Balance at Dec. 31, 2019	$ 9,465	$ 1	67,046	(57,582)
Temporary Equity, Beginning Balance, Shares at Dec. 31, 2019	0
Beginning Balance, Shares at Dec. 31, 2019		720,408
Issuance of common stock in connection with exercise of warrants, net of issuance costs	$ 5,191		5,191
Issuance of common stock in connection with exercise of warrants, net of issuance costs, Shares		404,068
Issuance of common stock in connection with conversion of preferred stock, shares	(3,285)	182,500
Issuance of common stock in connection with vesting of restricted stock units		3,056
Issuance of common stock in connection with acquisition	$ 1,194		1,194
Issuance of common stock in connection with acquisition, shares		175,488
Cancellation of common stock in connection with exchange for preferred stock, Shares	3,796	(210,889)
Issuance of preferred stock in connection with acquisition					$ 69,723
Issuance of preferred stock in connection with acquisition,shares					140,026
Issuance of preferred stock in connection with PIPE transaction, net of issuance costs					$ 95,226
Issuance of preferred stock in connection with PIPE transaction, net of issuance costs, shares					199,112
Fair value of options assumed in acquisition	$ 3,278		3,278
Fair value of warrants assumed in acquisition	12,944		12,944
Warrant inducement expense	4,829		4,829
Stock-based compensation	1,512		1,512
Net loss and other comprehensive loss	(16,907)			(16,907)
Ending Balance at Sep. 30, 2020	$ 21,506	$ 1	95,994	(74,489)
Temporary Equity, Ending Balance, Shares at Sep. 30, 2020	339,138				339,138
Temporary Equity,Ending Balance at Sep. 30, 2020	$ 164,949				$ 164,949
Ending Balance, Shares at Sep. 30, 2020	511	1,274,631
Beginning Balance at Jun. 30, 2020	$ 9,356	$ 1	77,700	(68,345)
Beginning Balance, Shares at Jun. 30, 2020	511	1,076,642
Issuance of common stock in connection with exercise of warrants, net of issuance costs, Shares		20,834
Issuance of common stock in connection with vesting of restricted stock units		1,667
Issuance of common stock in connection with acquisition	$ 1,194		1,194
Issuance of common stock in connection with acquisition, shares		175,488
Issuance of preferred stock in connection with acquisition					$ 69,723
Issuance of preferred stock in connection with acquisition,shares					140,026
Issuance of preferred stock in connection with PIPE transaction, net of issuance costs					$ 95,226
Issuance of preferred stock in connection with PIPE transaction, net of issuance costs, shares					199,112
Fair value of options assumed	3,278		3,278
Fair value of warrants assumed	12,944		12,944
Stock-based compensation	878		878
Net loss and other comprehensive loss	(6,144)			(6,144)
Ending Balance at Sep. 30, 2020	$ 21,506	$ 1	$ 95,994	$ (74,489)
Temporary Equity, Ending Balance, Shares at Sep. 30, 2020	339,138				339,138
Temporary Equity,Ending Balance at Sep. 30, 2020	$ 164,949				$ 164,949
Ending Balance, Shares at Sep. 30, 2020	511	1,274,631

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and Article 8 of Regulation S-X requirements as set forth by the Securities and Exchange Commission (“SEC”) for interim financial information and reflect all adjustments and disclosures, which are, in the opinion of management, of a normal and recurring nature, and considered necessary for a fair presentation of the financial information contained herein. Pursuant to these rules and regulations, the unaudited condensed consolidated financial statements do not include all information and notes necessary for a complete presentation of results of operations and comprehensive loss, financial position, and cash flows in conformity with GAAP.

The accompanying unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited financial statements and accompanying notes of Novus for the year ended December 31, 2019 included in the Annual Report on Form 10-K filed by the Company with the SEC on March 16, 2020. The results of operations and comprehensive loss for the three and nine months ended September 30, 2020 are not necessarily indicative of results expected for the full fiscal year or any other future period.

Principles of Consolidation

Novus, a Delaware corporation, owns 100% of the issued and outstanding common stock or other ownership interest in Anelixis Therapeutics, LLC, a Delaware corporation, and Otic Pharma, Ltd., a private limited company organized under the laws of the State of Israel (“Otic”). Otic owns 100% of the issued and outstanding common stock or other ownership interest in its U.S. subsidiary, Otic Pharma, Inc.

The functional currency of the Company’s foreign subsidiary is the U.S. Dollar; however, certain expenses, assets and liabilities are transacted at the local currency. These transactions are translated from the local currency into U.S. Dollars at exchange rates during or at the end of the reporting period. The activities of the Company’s foreign subsidiary are not significant to the condensed consolidated financial statements.

All significant intercompany accounts and transactions among the entities have been eliminated from the condensed consolidated financial statements.

Liquidity and Financial Condition

The Company has experienced recurring net losses and negative cash flows from operating activities since its inception. The Company recorded a net loss of $6.1 million and $16.9 million for the three and nine months ended September 30, 2020, respectively. As of September 30, 2020, the Company had cash and cash equivalents of $114.5 million, working capital of $109.0 million and an accumulated deficit of $74.5 million. Due to continuing operational activities, the Company expects to continue to incur net losses into the foreseeable future. In order to continue these activities, the Company may need to raise additional funds through future public or private debt and equity financings or strategic collaboration and licensing arrangements. The Company’s ability to raise additional capital in the equity and debt markets is dependent on a number of factors, including, but not limited to, the market demand for the Company’s common stock, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company. If the Company issues equity or convertible debt securities to raise additional funding, its existing stockholders may experience dilution, it may incur significant financing costs, and the new equity or convertible debt securities may have rights, preferences and privileges senior to those of its existing stockholders. If the Company issues debt securities to raise additional funding, it would incur additional debt service obligations, it could become subject to additional restrictions limiting its ability to operate its business, and it may be required to further encumber its assets.

The Company’s management has performed an analysis and concluded that the Company has sufficient cash resources to meet its anticipated cash needs through at least the next 12 months from the date of issuance of the accompanying unaudited condensed consolidated financial statements.

September 2020 Stock Purchase Agreement

On September 14, 2020, Novus entered into a Stock Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors (the “Investors”). Pursuant to the Purchase Agreement, Novus agreed to sell an aggregate of approximately 199,112 shares of Series X¹ non-voting Preferred Stock (“Series X¹ Preferred Stock”) for an aggregate purchase price of approximately $99.1 million (collectively, the “Financing”). Novus has commitments for an additional $9.0 million in equity financing that is contingent upon the satisfaction of certain incremental closing conditions, including stockholders approval of the issuance of the Company’s common stock upon the conversion of the Company’s Series X¹Preferred Stock and the effective registration of its common stock. Subject to stockholder approval, each share of Series X¹ Preferred Stock is convertible into 55.5556 shares of common stock, as described within this document. The preferences, rights and limitations applicable to the Series X¹ Preferred Stock are set forth in the Certificate of Designation, as filed with the SEC. The Financing is exempt from registration pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering. The Investors have acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends have been affixed to the securities issued in this transaction.

Nasdaq Matters

On August 8, 2019, the Company received written notice (the “Notification Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities maintain a minimum closing bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum closing bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s common stock for the 30 consecutive business days prior to the date of the Notification Letter, the Company did not meet the minimum closing bid price requirement.

On October 19, 2020, the Company received written notice from Nasdaq notifying the Company that the closing bid price of the Company’s common stock had been at $1.00 per share or greater for a period of ten consecutive trading days. Accordingly, the Company had regained compliance with Listing Rule 5550(a)(2) and this matter is now closed.

Reverse Stock-Split

On October 5, 2020, Novus effected a reverse stock-split of its issued and outstanding common stock and options for common stock at a ratio of one-for-eighteen. The Company filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware effecting the reverse stock-split. The accompanying condensed consolidated financial statements and notes, as well as other share and per-share data herein, give retroactive effect to the reverse stock-split for all periods presented.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make informed estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s unaudited condensed consolidated financial statements and accompanying notes. The most significant estimates in the Company’s condensed consolidated financial statements relate to stock-based transactions, accruals for liabilities, operating lease liability, fair value of assets acquired and liabilities assumed in a merger, impairment of long lived assets, including goodwill and other intangible assets, and other matters that affect the condensed consolidated financial statements and related disclosures. Actual results could differ materially from those estimates under different assumptions or conditions and the differences may be material to the condensed consolidated financial statements.

Cash and Cash Equivalents

Cash represents cash deposits held at financial institutions. The Company considers all liquid investments purchased with an original maturity of three months or less and that can be liquidated without prior notice or penalty to be cash equivalents. Cash equivalents are held for the purpose of meeting short-term liquidity requirements, rather than for investment purposes. The Company had $10.1 million and $0 cash equivalents at September 30, 2020 and December 31, 2019, respectively.

Concentration of Credit Risk and Other Risks and Uncertainties

As of September 30, 2020 and December 31, 2019, all of the Company’s long-lived assets were located in the United States.

Financial instruments that are subject to concentration of credit risk consist primarily of cash equivalents. The Company’s policy is to invest cash in institutional money market funds to limit the amount of credit exposure. At times, the Company maintains cash equivalents in short‑term money market funds and it has not experienced any losses on its cash equivalents.

The Company’s products will require approval from the U.S. Food and Drug Administration (“FDA”) and foreign regulatory agencies before commercial sales can commence. There can be no assurance that the Company’s products will receive any of these required approvals. The denial or delay of such approvals may impact the Company’s business in the future. In addition, after approval by the FDA, there is still an ongoing risk of adverse events that did not appear during the product approval process.

The Company is subject to risks common to companies in the pharmaceutical industry, including, but not limited to, new technological innovations, clinical development risk, establishment of appropriate commercial partnerships, protection of proprietary technology, compliance with government and environmental regulations, uncertainty of market acceptance of products, product liability, the volatility of its stock price and the need to obtain additional financing.

Our facilities and equipment, including those of our suppliers and vendors, may be affected by natural or man-made disasters. Our administrative office is based in Irvine, California and we manage all our research and development activities through third parties that are located throughout the world. We have taken precautions to safeguard our facilities, equipment and systems, including insurance, health and safety protocols, and off-site storage of computer data. However, our facilities and systems, as well as those of our third-party suppliers and vendors, may be vulnerable to earthquakes, fire, storm, health emergencies, including the ongoing COVID-19 pandemic, power loss, telecommunications failures, physical and software break-ins, software viruses and similar events which could cause substantial delays in our operations, damage or destroy our equipment or inventory, and cause us to incur additional expenses and delay research and development activities. In addition, the insurance coverage we maintain may not be adequate to cover our losses in any circumstance and may not continue to be available to use on acceptable terms, or at all.

Business Combinations

Accounting for acquisitions requires extensive use of estimates and judgment to measure the fair value of the identifiable tangible and intangible assets acquired, including in-process research and development and liabilities assumed. Additionally, the Company must determine whether an acquired entity is considered a business or a set of net assets because the excess of the purchase price over the fair value of net assets acquired can only be recognized as goodwill in a business combination. The Company accounted for the acquisition of Anelixis as a business combination under the acquisition method of accounting. Consideration paid to acquire Anelixis was measured at fair value and included the exchange of Anelixis’ common stock. The allocation of the purchase price resulted in recognition of intangible assets related to goodwill and in-process research and development. Acquired in-process research and development (“IPR&D”) is recognized at fair value and initially characterized as an indefinite-lived intangible asset, irrespective of whether the acquired IPR&D has an alternative future use. The operating activity for Anelixis, the acquiree for accounting purposes, was immediately integrated with Novus post-acquisition, therefore it is not practical to segregate results of operations related specifically to Anelixis since the date of acquisition.

During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations as operating expenses or income.

Reportable Segments

Operating segments under GAAP are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The CODM is the Company’s Chief Executive Officer and the Company has determined that it operates in one business segment, which is the development of therapeutic medicines selectively targeting critical pathways associated with the underlying molecular pathogenesis for patients with severe inflammation and autoimmune diseases, or who have undergone organ or cell transplantation.

Goodwill

Goodwill represents the difference between the consideration transferred and the fair value of the assets acquired and liabilities assumed under the acquisition method of accounting. Goodwill is not amortized but is evaluated for impairment annually as of October 1^st or if indicators of impairment exist that would, more likely than not, reduce the fair value from its carrying amount. The Company determined that no impairment existed as of September 30, 2020. For the year ended December 31, 2019, the Company recognized $1.9 million of goodwill impairment which was included in the consolidated statements of operations.

Long-Lived Assets

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Additions, major renewals and improvements are capitalized, and repair and maintenance costs are charged to expense as incurred. Leasehold improvements are amortized over the remaining life of the initial lease term or the estimated useful lives of the assets, whichever is shorter.

The carrying value of long-lived assets, including operating lease right-of-use assets and intangible assets, is evaluated whenever events or changes in business circumstances or the Company’s planned use of long-lived assets indicate, based on undiscounted future operating cash flows, that their carrying amounts may not be fully recoverable or that their useful lives are no longer appropriate. When an indicator of impairment exists, undiscounted future operating cash flows of long-lived assets are compared to their respective carrying value. If the carrying value is greater than the undiscounted future operating cash flows of long-lived assets, the long-lived assets are written down to their respective fair values and an impairment loss is recorded. Fair value is determined primarily using the discounted cash flows expected to be generated from the use of assets. Significant management judgment is required in the forecast of future operating results that are used in the preparation of expected cash flows. No impairments of tangible assets have been identified during the periods presented.

Research and Development Expenses

Research and development expenses include personnel and facility-related expenses, outside contracted services including clinical trial costs, manufacturing and process development costs, research costs and other consulting services and non-cash stock-based compensation. Research and development costs are expensed as incurred. Amounts due under contracts with third parties may be either fixed fee or fee for service, and may include upfront payments, monthly payments and payments upon the completion of milestones or receipt of deliverables. Non-refundable advance payments under agreements are capitalized and expensed as the related goods are delivered or services are performed.

The Company contracts with third parties to perform various clinical trial activities in the on-going development of potential products. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows to its vendors. Payments under the contracts depend on factors such as the achievement of certain events, successful enrollment of patients, and completion of portions of the clinical trial or similar conditions. The Company’s accrual for clinical trials is based on estimates of the services received and efforts expended pursuant to contracts with clinical trial centers and clinical research organizations. These contracts may be terminated by the Company upon written notice and the Company is generally only liable for actual effort expended by the organizations to the date of termination, although in certain instances the Company may be further responsible for termination fees and penalties, as well as reasonable shutdown costs. The Company estimates its research and development expenses and the related accrual as of each balance sheet date based on the facts and circumstances known to the Company at that time. There have been no material adjustments to the Company’s prior‑period accrued estimates for clinical trial activities through September 30, 2020.

Net Loss Per Share

Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share calculation, preferred stock, convertible notes and accrued interest, stock options, warrants and restricted stock units are considered to be potentially dilutive securities and are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share was the same for the periods presented due to the Company’s net loss position.

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2020			2019			2020			2019
	(In thousands, except share and per share data)
Net loss and comprehensive loss used in the calculation of basic and diluted loss per share	$	(6,144	)	$	(2,893	)	$	(16,907	)	$	(11,867	)
Net loss per share, basic and diluted	$	(5.51	)	$	(4.01	)	$	(16.81	)	$	(18.74	)
Weighted-average number of common shares outstanding, basic and diluted		1,114,133			720,829			1,006,008			633,187

The computation of diluted earnings per share excludes stock options, warrants, and restricted stock units that are anti-dilutive. As of September 30, 2020 and 2019, common share equivalents of 1,828,531 shares and 487,274 shares were anti-dilutive, respectively.

Stock-based Compensation

The Company recognizes compensation expense for all stock-based awards based on the grant-date estimated fair value.

The fair value of stock options is determined using the Black-Scholes option pricing model, using assumptions that are subjective and require significant judgment and estimation by management. The risk-free rate assumption was based on observed yields from governmental zero-coupon bonds with an equivalent term. The expected volatility assumption was based on historical volatilities of a group of comparable industry companies whose share prices are publicly available. The peer group was developed based on companies in the pharmaceutical industry. The expected term of stock options represents the weighted-average period that the stock options are expected to be outstanding. Because the Company does not have historical exercise behavior, it determined the expected life assumption using the simplified method for options granted to employees, which is an average of the options ordinary vesting period and the contractual term for options granted to nonemployees. The expected dividend assumption was based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not expect to pay dividends at any time in the foreseeable future. The Company recognizes forfeitures on an actual basis and as such did not estimate forfeitures to calculate stock-based compensation.

Restricted Stock Units (“RSU”) and Performance-Based Restricted Stock Units (“PRSU”) are measured and recognized based on the quoted market price of our common stock on the date of grant.

The Company’s 2014 Stock Incentive Plan (the “2014 Plan”) and 2014 Employee Stock Purchase Plan (the “ESPP” and, together with the 2014 Plan, the “Plans”) each provide for an annual increase in shares available for grant, beginning with the fiscal year ending December 31, 2019 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2024.

In March 2020, the board of directors approved an increase of 518,693 shares issuable under the 2014 Plan and 129,673 shares issuable under the ESPP. The number of shares reserved for issuance under the 2014 Plan and ESPP were 421,648 and 433,394 shares, respectively, as of September 30, 2020.

Recently Adopted Accounting Pronouncements

No new accounting pronouncement issued or effective during the fiscal period had or is expected to have a material impact on the Company’s condensed consolidated financial statements or disclosures.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Basis of Presentation

Principles of Consolidation

All significant intercompany accounts and transactions among the entities have been eliminated from the condensed consolidated financial statements.

Liquidity and Financial Condition

September 2020 Stock Purchase Agreement

Nasdaq Matters

Reverse Stock-Split

Use of Estimates

Cash and Cash Equivalents

Concentration of Credit Risk and Other Risks and Uncertainties

As of September 30, 2020 and December 31, 2019, all of the Company’s long-lived assets were located in the United States.

Business Combinations

Reportable Segments

Goodwill

Long-Lived Assets

Research and Development Expenses

Net Loss Per Share

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2020			2019			2020			2019
	(In thousands, except share and per share data)
Net loss and comprehensive loss used in the calculation of basic and diluted loss per share	$	(6,144	)	$	(2,893	)	$	(16,907	)	$	(11,867	)
Net loss per share, basic and diluted	$	(5.51	)	$	(4.01	)	$	(16.81	)	$	(18.74	)
Weighted-average number of common shares outstanding, basic and diluted		1,114,133			720,829			1,006,008			633,187

Stock-based Compensation

The Company recognizes compensation expense for all stock-based awards based on the grant-date estimated fair value.

Restricted Stock Units (“RSU”) and Performance-Based Restricted Stock Units (“PRSU”) are measured and recognized based on the quoted market price of our common stock on the date of grant.

Recently Adopted Accounting Pronouncements

Summary of Significant Accounting Policies - Additional Information (Detail)				3 Months Ended		9 Months Ended		12 Months Ended
	Oct. 19, 2020 $ / shares	Sep. 14, 2020 USD ($) shares	Aug. 08, 2019 $ / shares	Sep. 30, 2020 USD ($) shares	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) Segment shares	Sep. 30, 2019 USD ($) shares	Dec. 31, 2019 USD ($)	Mar. 31, 2020 shares	Dec. 31, 2018 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Net loss				$ (6,144,000)	$ (2,893,000)	$ (16,907,000)	$ (11,867,000)
Cash and cash equivalents				114,464,000	$ 10,814,000	114,464,000	$ 10,814,000	$ 8,791,000		$ 12,972,000
Working capital				109,000,000		109,000,000
Accumulated deficit				(74,489,000)		$ (74,489,000)		(57,582,000)
Closing bid price per NASDAQ listing notification letter \| $ / shares			$ 1.00
Consecutive business days for closing bid price of common stock			30 days
Reverse stock split, description						On October 5, 2020, Novus effected a reverse stock-split of its issued and outstanding common stock and options for common stock at a ratio of one-for-eighteen. The Company filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware effecting the reverse stock-split. The accompanying condensed consolidated financial statements and notes, as well as other share and per-share data herein, give retroactive effect to the reverse stock-split for all periods presented.
Cash, cash equivalents and restricted cash, maturity period						three months or less
Cash equivalents or restricted cash				$ 10,100,000		$ 10,100,000		0
Number of operating business segments \| Segment						1
Goodwill impairment						$ 0		$ 1,900,000
Impairment of tangible assets						$ 0
Antidilutive securities excluded from computation of earnings per share, amount \| shares						1,828,531	487,274
2014 Stock Incentive Plan [Member]
Summary Of Significant Accounting Policies [Line Items]
Increase in number of shares of common stock authorized for issuance \| shares									518,693
Common stock, number of shares reserved for issuance \| shares				421,648		421,648
2014 Employee Stock Purchase Plan [Member]
Summary Of Significant Accounting Policies [Line Items]
Increase in number of shares of common stock authorized for issuance \| shares									129,673
Common stock, number of shares reserved for issuance \| shares				433,394		433,394
Subsequent Event [Member]
Summary Of Significant Accounting Policies [Line Items]
Number of consecutive trading days required to regain compliance	10 days
Subsequent Event [Member] \| Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Stock price per share \| $ / shares	$ 1.00
Anelixis [Member] \| Series X1 Preferred Stock [Member] \| Stock Purchase Agreement [Member]
Summary Of Significant Accounting Policies [Line Items]
Preferred stock shares agreed to sell \| shares		199,112
Preferred stock shares aggregate purchase price		$ 99,100,000
Business combination additional commitments in equity financing		$ 9,000,000
Anelixis [Member] \| Common Stock [Member]
Summary Of Significant Accounting Policies [Line Items]
Shares of common stock issued upon conversion of each share of preferred stock \| shares		55.5556
Anelixis [Member] \| Common Stock [Member] \| Series X1 Preferred Stock [Member] \| Stock Purchase Agreement [Member]
Summary Of Significant Accounting Policies [Line Items]
Shares of common stock issued upon conversion of each share of preferred stock \| shares		55.5556
Otic Pharma [Member] \| Anelixis [Member]
Summary Of Significant Accounting Policies [Line Items]
Ownership percentage				100.00%		100.00%
Otic Pharma, Inc. [Member] \| Anelixis [Member]
Summary Of Significant Accounting Policies [Line Items]
Ownership percentage				100.00%		100.00%

Business Acquisition

9 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

Business Acquisition

Note 8. Business Acquisition

On September 14, 2020, the Company acquired Anelixis pursuant to that certain Agreement and Plan of Merger, dated September 14, 2020 (the “Merger Agreement”), by and among Novus, Nautilus Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of Novus (“First Merger Sub”), Nautilus Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of Novus (“Second Merger Sub”), and Anelixis. Pursuant to the Merger Agreement, First Merger Sub merged with and into Anelixis, pursuant to which Anelixis was the surviving entity and became a wholly owned subsidiary of Novus (the “First Merger”). Immediately following the First Merger, Anelixis merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity (the “Second Merger,” together with the First Merger, the “Merger”). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. Following the acquisition of Anelixis, the Company has continued to maintain its corporate headquarters in Southern California and maintain research and development facilities in the Boston area.

Under the terms of the Merger Agreement, at the closing of the Merger, Novus issued to the stockholders of Anelixis 175,488 shares of the common stock of Novus, par value $0.001 per share and 140,026 shares of newly designated Series X¹ Preferred Stock. Subject to stockholder approval, each share of Series X¹ Preferred Stock is convertible into approximately 55.5556 shares of common stock. The preferences, rights and limitations applicable to the Series X¹ Preferred Stock are set forth in the Certificate of Designation, as filed with the SEC.

In addition to the common stock and preferred stock issued, certain outstanding warrants issued and equity awards granted by Anelixis were not settled upon completion of the merger, and instead were assumed and then replaced with Novus warrants and equity awards. The amounts for the assumed and replaced warrants and equity awards attributed to pre-merger services are included in other consideration amounts transferred and added to goodwill.

Concurrently and in connection with the execution of the Merger Agreement, the Company entered into the Purchase Agreement with certain institutional and accredited investors. Pursuant to the Stock Purchase Agreement, the Company agreed to sell an aggregate of approximately 199,112 shares of Series X¹ Preferred Stock for an aggregate purchase price of approximately $99.1 million in the Financing (collectively, the “Financing”). Novus has commitments for an additional $9.0 million in equity financing that is contingent upon the satisfaction of certain incremental closing conditions, including stockholders’ approval of the issuance of the Company’s common stock upon the conversion of the Company’s Series X¹ Preferred Stock and the effective registration of its common stock. The merger was a pre-requisite in order for the Financing to transpire; without the merger, those certain institutional and accredited investors would not have purchased the Company’s Series X¹ convertible preferred stock.

Acquisition Consideration

The following table summarizes the fair value of purchase price consideration to acquire Anelixis (in thousands):

Description	Amount
Fair value of purchase consideration:
Common shares issued (1)	$	1,194
Preferred shares issued (2)		69,723
Options assumed (3)		3,278
Warrants assumed (3)		12,944
Total purchase consideration	$	87,139

(1)

The fair value of common shares issued in the merger is based on 175,488 shares issued on the September 14, 2020 acquisition date at the closing price of the Company's common stock of $6.80 per share.

(2)

The fair value of preferred shares issued in the merger is based on the amount per share of Series X¹ preferred stock in the September 2020 Purchase Agreement.

(3)

The fair value of the options and warrants assumed and replaced in the merger is based on applying the Black-Scholes valuation method using appropriate inputs of volatility rates ranging from 82% to 83%, expected terms of 5.0 to 5.9 years and risk-free rates of 0.27% to 0.45%.

Preliminary Purchase Price Allocation

The following is an allocation of purchase price as of the September 14, 2020 acquisition closing date based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition (in thousands):

Description	Amount
Cash and cash equivalents	$	11,035
Prepaid expenses and other current assets		27
Other non-current assets		11
Accounts payable		(580	)
Accrued expenses and other liabilities		(206	)
Net identifiable assets acquired		10,287

Goodwill		44,466
Identifiable intangible assets		32,386
Net assets acquired	$	87,139

Acquisition costs of approximately $2.2 million were included in general and administrative expenses in the Company’s condensed consolidated statements of operations and comprehensive loss.

Identifiable Intangible Assets

Through its acquisition of Anelixis, the Company acquired intangible assets that consisted of in-process research and development (“IPR&D”) with an estimated fair value of $32.4 million, related to its clinical development program of AT-1501. The estimated fair value of the IPR&D was determined by management based on external valuation specialists’ analysis of replacement costs to recreate AT-1501 in its current clinical stage. The replacement cost method contemplates the cost to recreate the utility of AT-1501 but in a form that is not a replica of AT-1501. In this method, the replacement cost is determined and reduced for depreciation of the asset. In this context, depreciation has three components: (i) physical deterioration, (ii) functional obsolescence, and (iii) economic obsolescence.

Goodwill

Under the acquisition method of accounting, goodwill of approximately $44.5 million would be generated after accounting for Anelixis’ assets acquired, liabilities assumed, and intangible assets identified and valued.

Pro Forma Information (Unaudited)

The following unaudited pro forma combined financial information is presented to illustrate the estimated effects of the Merger based on the historical financial statements and accounting records of Novus and Anelixis after giving effect to the Merger and the Merger-related pro forma adjustments.

The unaudited pro forma combined statement of operations for the three and nine months ended September 30, 2020 combine the historical statements of operations of Novus and Anelixis, giving effect to the Merger as if it had occurred on January 1, 2019, the first day of the fiscal year ended December 31, 2019.

The unaudited pro forma combined financial information has been presented for informational purposes only. The unaudited pro forma combined financial information does not purport to represent the actual results of operations that Novus and Anelixis would have achieved had the companies been combined during the periods presented in the unaudited pro forma combined financial statements and is not intended to project the future results of operations that the combined company may achieve after the Merger. The unaudited pro forma combined financial information does not reflect any potential cost savings that may be realized as a result of the Merger and also does not reflect any restructuring or integration-related costs to achieve those potential cost savings. Additionally, the unaudited pro forma combined financial information does not reflect any merger-related expenses, which totaled approximately $2.2 million and were removed from general and administrative expenses in the pro forma calculations below.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Revenue	$	120		$	250		$	120		$	250

Operating expenses
Research and development		1,779			2,267			6,556			9,077
General and administrative		1,918			1,761			5,622			6,141
Restructuring expense		1,802			—			2,292			—
Total operating expenses		5,499			4,028			14,470			15,218
Loss from operations		(5,379	)		(3,778	)		(14,350	)		(14,968	)
Other income (expense), net		4			27			(4,790	)		17
Net loss and other comprehensive loss	$	(5,375	)	$	(3,751	)	$	(19,140	)	$	(14,951	)
Net loss per share, basic and diluted	$	(4.28	)	$	(4.18	)	$	(16.35	)	$	(18.49	)
Weighted-average shares outstanding, basic and diluted		1,257,194			896,318			1,170,608			808,675

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2020	Nov. 13, 2020
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Trading Symbol	NVUS
Entity Registrant Name	Novus Therapeutics, Inc.
Entity Central Index Key	0001404281
Entity Current Reporting Status	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		1,431,316
Entity File Number	001-36620
Entity Tax Identification Number	20-1000967
Entity Address, Address Line One	19900 MacArthur Blvd.,
Entity Address, Address Line Two	Suite 550
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92612
City Area Code	949
Local Phone Number	238-8090
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Title of 12(b) Security	Common Stock, $0.001 par value
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Schedule of Warrant Activity

The following table shows the warrant activity:

	Rollforward of Warrant Activity
		Warrants assumed and replaced in acquisition		Total
Balance as of December 31, 2019			—		—
Assumed and replaced			55,583.875		55,583.875
Exercised			—		—
Cancelled/Expired			—		—
Balance as of September 30, 2020			55,583.875		55,583.875

Schedule of Stock-Based Compensation Expense Recognized

Total stock-based compensation expense was recognized in our condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Research and development	$	336	$	57	$	539	$	278
General and administrative		542		170		973		787
Total stock-based compensation	$	878	$	227	$	1,512	$	1,065

Below is the summary of the stock-based compensation expenses the Company incurred for three and nine months ended September 30, 2020:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Amortization of outstanding equity-based awards	$	93	$	227	$	727	$	1,065
Modifications of terms related to grants previously issued to employees and board of directors		471		—		471		—
Amortization of equity-based awards assumed from the merger with Anelixis and replaced		38		—		38		—
New grants of preferred equity-based awards to directors and employees		276		—		276		—
Total stock-based compensation expense	$	878	$	227	$	1,512	$	1,065

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Statement Of Financial Position [Abstract]
Temporary equity, par value	$ 0.001	$ 0.001
Temporary equity, shares authorized	515,000	515,000
Temporary equity, shares issued	339,138	0
Temporary equity, shares outstanding	339,138	0
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares issued	511	0
Preferred stock, shares outstanding	511	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	1,274,631	720,408
Common stock, shares outstanding	1,274,631	720,408

Business Acquisition - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended
	Sep. 14, 2020	Sep. 30, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Common stock, par value		$ 0.001	$ 0.001
Business acquisition costs		$ 2,200
Goodwill		44,466
General and Administrative [Member]
Business Acquisition [Line Items]
Business acquisition costs		$ 2,200
Anelixis [Member]
Business Acquisition [Line Items]
Business acquisition, date of acquisition	Sep. 14, 2020
Common stock, par value	$ 0.001
Estimated fair value related to clinical development program	$ 32,386
Goodwill	44,466
Anelixis [Member] \| In-Process Research and Development [Member]
Business Acquisition [Line Items]
Estimated fair value related to clinical development program	$ 32,400
Anelixis [Member] \| Series X1 Preferred Stock [Member]
Business Acquisition [Line Items]
Shares Issued to stockholders of acquiree	140,026
Anelixis [Member] \| Series X1 Preferred Stock [Member] \| Stock Purchase Agreement [Member]
Business Acquisition [Line Items]
Preferred stock shares agreed to sell	199,112
Preferred stock shares aggregate purchase price	$ 99,100
Business combination additional commitments in equity financing	$ 9,000
Anelixis [Member] \| Common Stock [Member]
Business Acquisition [Line Items]
Shares Issued to stockholders of acquiree	175,488
Shares of common stock issued upon conversion of each share of preferred stock	55.5556
Anelixis [Member] \| Common Stock [Member] \| Series X1 Preferred Stock [Member] \| Stock Purchase Agreement [Member]
Business Acquisition [Line Items]
Shares of common stock issued upon conversion of each share of preferred stock	55.5556

Business Acquisition (Tables)

9 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

Summary of Fair Value of Purchase Price Consideration

The following table summarizes the fair value of purchase price consideration to acquire Anelixis (in thousands):

Description	Amount
Fair value of purchase consideration:
Common shares issued (1)	$	1,194
Preferred shares issued (2)		69,723
Options assumed (3)		3,278
Warrants assumed (3)		12,944
Total purchase consideration	$	87,139

(1)

(2)

The fair value of preferred shares issued in the merger is based on the amount per share of Series X¹ preferred stock in the September 2020 Purchase Agreement.

(3)

Summary of Preliminary Estimate of Fair Value of Assets Acquired and Liabilities Assumed

Description	Amount
Cash and cash equivalents	$	11,035
Prepaid expenses and other current assets		27
Other non-current assets		11
Accounts payable		(580	)
Accrued expenses and other liabilities		(206	)
Net identifiable assets acquired		10,287

Goodwill		44,466
Identifiable intangible assets		32,386
Net assets acquired	$	87,139

Schedule of Unaudited Pro Forma Combined Financial Information


	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Revenue	$	120		$	250		$	120		$	250

Operating expenses
Research and development		1,779			2,267			6,556			9,077
General and administrative		1,918			1,761			5,622			6,141
Restructuring expense		1,802			—			2,292			—
Total operating expenses		5,499			4,028			14,470			15,218
Loss from operations		(5,379	)		(3,778	)		(14,350	)		(14,968	)
Other income (expense), net		4			27			(4,790	)		17
Net loss and other comprehensive loss	$	(5,375	)	$	(3,751	)	$	(19,140	)	$	(14,951	)
Net loss per share, basic and diluted	$	(4.28	)	$	(4.18	)	$	(16.35	)	$	(18.49	)
Weighted-average shares outstanding, basic and diluted		1,257,194			896,318			1,170,608			808,675

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Operating expenses
Research and development	$ 615	$ 1,509	$ 3,095	$ 6,795
General and administrative	3,731	1,411	6,730	5,089
Restructuring expense	1,802		2,292
Total operating expenses	6,148	2,920	12,117	11,884
Loss from operations	(6,148)	(2,920)	(12,117)	(11,884)
Other income, net	4	27	39	17
Warrant inducement expense			(4,829)
Net loss and comprehensive loss	$ (6,144)	$ (2,893)	$ (16,907)	$ (11,867)
Net loss per share, basic and diluted	$ (5.51)	$ (4.01)	$ (16.81)	$ (18.74)
Weighted-average common shares outstanding, basic and diluted	1,114,133	720,829	1,006,008	633,187

Commitments and Contingencies - Additional Information (Detail)	1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	Mar. 31, 2019 USD ($)	Dec. 31, 2015 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) ft² OfficeSpace Milestone	Sep. 30, 2019 USD ($)	Dec. 31, 2019 Milestone	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Other Commitments [Line Items]
Rental expense			$ 50,000	$ 47,000	$ 143,000	$ 142,000
Debt outstanding			0		0
Future payment under short term remainder of 2020			16,000		16,000
Future payment under short term 2021			33,000		$ 33,000
Number of Milestones Achieved \| Milestone					0
Milestone payment	$ 300,000
Indemnification obligations amount			0		$ 0
Contingent liabilities			0		$ 0
License Agreement [Member]
Other Commitments [Line Items]
Sales based milestone payment		$ 36,000,000
Royalty payment period		8 years
Office of Chief Scientist of Israeli Ministry of Economy and Industry [Member]
Other Commitments [Line Items]
Grants received		$ 537,000
ALS Therapy Development Foundation, Inc. License Agreement [Member]
Other Commitments [Line Items]
Fee due for milestones achieved								$ 1,000,000	$ 1,000,000
Common stock issued in lieu of making a cash payment								$ 1,000,000	$ 1,000,000
Number of Milestones Achieved \| Milestone					0		0
Remaining milestone payments for first licensed product			6,000,000		$ 6,000,000
Annual License Maintenance Fee					$ 100,000
Percentage of royalty aggregate net sales					4.00%
ALS Therapy Development Foundation, Inc. License Agreement [Member] \| Achievement of 500 Million Aggregate Sales [Member]
Other Commitments [Line Items]
Reaching of aggregate net sales					$ 500,000,000
Amount of one-time milestone payment			15,000,000		15,000,000
ALS Therapy Development Foundation, Inc. License Agreement [Member] \| Achievement of 1 Billion Aggregate Sales [Member]
Other Commitments [Line Items]
Reaching of aggregate net sales					1,000,000,000
Amount of one-time milestone payment			30,000,000		$ 30,000,000
Maximum [Member]
Other Commitments [Line Items]
Remaining term of office lease					1 year
Maximum [Member] \| License Agreement [Member]
Other Commitments [Line Items]
Development and regulatory milestone payments		42,100,000
Maximum [Member] \| ALS Therapy Development Foundation, Inc. License Agreement [Member]
Other Commitments [Line Items]
Development and regulatory milestone payments			$ 2,500,000		$ 2,500,000
Minimum [Member]
Other Commitments [Line Items]
Remaining term of office lease					9 months
Minimum [Member] \| License Agreement [Member]
Other Commitments [Line Items]
Sales required to achieve milestone payment		$ 1,000,000,000
Irvine, California
Other Commitments [Line Items]
Area of office space \| ft²					5,197
Lease expiration date					Sep. 30, 2021
Burlington, Massachusetts
Other Commitments [Line Items]
Lease expiration date					Jun. 30, 2021
Number of office spaces operating lease \| OfficeSpace					4

Commitments and Contingencies

9 Months Ended

Sep. 30, 2020

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 5. Commitments and Contingencies

Operating Leases

The Company leases office space under a single operating lease. Total rental expense for the operating lease in the accompanying condensed consolidated statements of operations and comprehensive loss was $50,000 and $47,000 for the three months ended September 30, 2020 and 2019, and $143,000 and $142,000 for the nine months ended September 30, 2020 and 2019, respectively.

The Company has an operating lease for 5,197 square feet of office space in Irvine, California, that expires on September 30, 2021, as amended. Additionally, the Company has operating leases for four serviced office spaces in Burlington, Massachusetts that expire on June 30, 2021. The Burlington, Massachusetts office leases are considered short-term leases and are not recorded on the condensed consolidated balance sheet.

The Company determines if a contract contains a lease at inception. Our office leases have a remaining term ranging from nine months to one year and do not include options to extend the leases for additional periods.

Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities as adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases. As we have no outstanding debt nor committed credit facilities, secured or otherwise, we estimate this rate based on prevailing financial market conditions, comparable company and credit analysis, and management’s judgment.

Our Irvine lease contains rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce our right-of-use asset related to the lease. These are amortized through the right-of-use asset as reductions of expense over the lease term. Our lease agreement does not contain any material residual value guarantees or material restrictive covenants.

While we do not currently have any lease agreement with lease and non-lease components, we elected to account for lease and non-lease components as separate components.

We have elected the short-term lease recognition exemption for all applicable classes of underlying assets. Short-term disclosures include only those leases with a term greater than one month and 12 months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, that do not include an option to purchase the underlying asset that we are reasonably certain to exercise, are not recorded on the balance sheet.

The components of lease expense were as follows:

	Nine Months Ended September 30, 2020
Operating lease cost^(a)	$	147
^(a)Includes variable operating lease expenses, which are immaterial

Other information related to leases was as follows (in thousands, except lease term and discount rate):

	Nine Months Ended September 30, 2020
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liability:
Operating cash flows from operating lease	$	140
Remaining lease term
Operating lease	1 year
Discount rate
Operating lease		3.25	%

Future payments under noncancelable operating leases having initial or remaining terms of one year or more are as follows for the remaining fiscal year and thereafter (in thousands):

Years ending

2020 (remainder of)	$	49
2021		146
Total minimum lease payments		195
Less imputed interest		(4	)
Present value of lease liabilities		191
Less current portion		(191	)
	$	-

Future payments under short term leases with an initial term of 12 months or less total approximately $16,000 for the remainder of 2020, and approximately $33,000 for 2021.

Grants and Licenses

ALS Therapy Development Foundation, Inc. License Agreement

In May 2015, Anelixis executed a License Agreement (the “Agreement”), which is an exclusive patent rights agreement with ALS Therapy Development Foundation, Inc. (“ALSTDI”), for certain patents and “know-how” of ALSTDI. This agreement continues until the licensee terminates the agreement with ninety days written notice. The Agreement requires license fees payable to ALSTDI, subject to the achievement of certain milestones and other conditions.

The first and second milestones of the Agreement are the dosing of the first subjects in a first toxicity study in non-human primates and the dosing of the first patient in a Phase I Clinical Trial, respectively. Both of these milestones were achieved as of December 31, 2018 and 2017. The fee due for the achievement of these milestones was $1,000,000 each. During 2018 and 2017, Anelixis issued $1,000,000 worth of its common stock in lieu of making a cash payment. There were no milestones achieved during 2019 and the nine months ended September 30, 2020.

The Agreement was amended and restated in February 2020, and a first amendment to the restated license agreement was executed in September 2020. As amended in September 2020, the remaining milestone payments for a first licensed product total $6.0 million. In the event that the Company develops a second licensed product, the Company is obligated to pay up to $2.5 million in additional milestone payments.

In addition to the milestone payments, the Company is required to pay ALSTDI an amended annual license maintenance fee of $100,000 beginning on the earlier of January 1, 2022, the Company’s first sublicense, or change in control, as defined in the Agreement.

Furthermore, the Company shall pay ALSTDI fees based on reaching certain levels of annual net sales of any product produced with the patent rights. A royalty of 4% will be due on aggregate net sales. Upon the first calendar year of reaching $500 million in aggregate net sales, the Company shall pay ALS TDI a one-time milestone payment of $15,000,000. Upon the first calendar year of reaching $1 billion in aggregate net sales, the Company is obligated to pay ALSTDI a one-time milestone payment of $30,000,000.

Israeli Innovation Authority Grant

From 2012 through 2015, the Company received grants in the amount of approximately $537,000 from the Israeli Innovation Authority (previously the Office of Chief Scientist) of the Israeli Ministry of Economy and Industry designated for investments in research and development. The grants are linked to the U.S. Dollar and bear annual interest of LIBOR. The grants are to be repaid out of royalties from sales of the products developed by the Company from its investments in research and development. Because the Company has not yet earned revenues related to these investments and cannot estimate potential royalties, no liabilities related to these grants have been recorded as of each period presented. Repayment of the grant is contingent upon the successful completion of the Company’s research and development programs and generating sales. The Company has no obligation to repay these grants, if the research and development program fails, is unsuccessful or aborted or if no sales are generated. The Company has not yet generated sales as of September 30, 2020; therefore, no liability was recorded for the repayment in the accompanying condensed consolidated financial statements.

Otodyne License Agreement

In November 2015, the Company entered into an exclusive license agreement with Scientific Development and Research, Inc. and Otodyne, Inc. (collectively, the “Licensors”) granting the Company exclusive worldwide rights to develop and commercialize OP0201, a potential first-in-class treatment option for patients at risk for or with otitis media (middle ear inflammation with or without infection), which is often caused by Eustachian tube dysfunction (“ETD”). Under the terms of the agreement, the Company is obligated to use commercially reasonable efforts to seek approval for and commercialize at least one product for otitis media in the U.S. and key European markets (France, Germany, Italy, Spain, and the United Kingdom). The Company is responsible for prosecuting, maintaining, and enforcing all related intellectual property and will be the sole owner of improvements.

In December 2015, the Licensors completed transfer of all technology, including the active Investigational New Drug application for OP0201 to the Company. The Company is obligated to pay up to $42.1 million in development and regulatory milestones if OP0201 is approved for three indications in the United States, two in Europe, and two in Japan. The Company is also obligated to pay up to $36.0 million in sales-based milestones, beginning with sales exceeding $1.0 billion in a calendar year. The Company is also obligated to pay a tiered royalty for a period up to eight years, on a country-by-country basis. The royalty ranges from a low-single to mid-single percentage of net sales. The Company made a $300,000 milestone payment in March 2019 related to the first patient enrolled in a phase 2 study. There were no milestones achieved during the nine months ended September 30, 2020. The Company is currently assessing development options for this program in light of the failure to achieve the primary efficacy endpoint in the Company’s Phase 2a study of OP0201 in acute otitis media.

Legal Matters

The Company is involved in various lawsuits and claims arising in the ordinary course of business, including actions with respect to intellectual property, employment, and contractual matters. In connection with these matters, the Company assesses, on a regular basis, the probability and range of possible loss based on the developments in these matters. A liability is recorded in the financial statements if it is believed to be probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable results could occur, assessing contingencies is highly subjective and requires judgments about future events. The Company regularly reviews outstanding legal matters to determine the adequacy of the liabilities accrued and related disclosures. The amount of ultimate loss may differ from these estimates. Each matter presents its own unique circumstances, and prior litigation does not necessarily provide a reliable basis on which to predict the outcome, or range of outcomes, in any individual proceeding. Because of the uncertainties related to the occurrence, amount, and range of loss on any pending litigation or claim, the Company does not consider a liability probable and is currently unable to predict their ultimate outcome, and, with respect to any pending litigation or claim where no liability has been accrued, to make a meaningful estimate of the reasonably possible loss or range of loss that could result from an unfavorable outcome. In the event that opposing litigants in outstanding litigation proceedings or claims ultimately succeed at trial and any subsequent appeals on their claims, any potential loss or charges in excess of any established accruals, individually or in the aggregate, could have a material adverse effect on the Company’s business, financial condition, results of operations, and/or cash flows in the period in which the unfavorable outcome occurs or becomes probable, and potentially in future periods.

Legal Proceedings

On September 22, 2014, Tokai, the legal predecessor of the Company, completed the initial public offering of its common stock (the “IPO”). On July 25, 2017, a purported stockholder of Tokai filed a lawsuit in the U.S. District Court for the District of Massachusetts, entitled Peter B. Angelos v. Tokai Pharmaceuticals, Inc., et al., No. 1:17-cv-11365-MLW. The lawsuit was filed against Tokai, Jodie P. Morrison, Lee H. Kalowski, Seth L. Harrison, Timothy J. Barberich, David A. Kessler, Joseph A. Yanchik, III, and the underwriters of the IPO. The lawsuit alleges that Tokai made false and misleading statements and omissions about its clinical trials for galeterone, in violation of the Securities Act of 1933 and the Securities Exchange Act of 1934. The lawsuit seeks, among other things, unspecified compensatory damages, interest, costs, and attorneys’ fees.

On September 7, 2018, plaintiff filed an amended complaint. Defendants moved to dismiss the amended complaint on October 15, 2018. Plaintiff opposed defendants’ motion on November 19, 2018, defendants filed a reply in support of their motion on December 17, 2018, and plaintiff filed a sur-reply in support of his opposition on January 8, 2019. On February 18, 2020, the court held a hearing on defendants’ motion to dismiss. The court also ordered the parties to confer and notify it by March 10, 2020, if they reached an agreement to settle the case. On March 10, 2020, pursuant to the court’s order, the parties advised the court they did not agree on a settlement. On July 15, 2020, plaintiff filed a Notice of Supplemental Authority, and on July 21, 2020, defendants filed a response. On October 9, 2020, the court entered an order granting defendants’ motion to dismiss and dismissing the action in its entirety. Judgment was entered on October 14, 2020. On November 12, 2020, plaintiff filed a notice of appeal.

Indemnifications

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves future claims that may be made against the Company but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future because of these indemnification obligations. No amounts associated with such indemnifications have been recorded to date.

Contingencies

From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. There have been no contingent liabilities requiring accrual at September 30, 2020.

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Operating activities
Net loss	$ (16,907)	$ (11,867)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5	7
Amortization of operating lease asset	133	129
Warrant inducement expense	4,829
Stock-based compensation	1,512	1,065
Changes in operating assets and liabilities:
Prepaid expenses and other assets	771	3
Accounts payable and accrued expenses	4,011	(1,050)
Operating lease liability	(133)	(121)
Net cash used in operating activities	(5,779)	(11,834)
Investing activities
Cash and cash equivalents received from acquisition	11,035
Net cash provided by investing activities	11,035
Financing activities
Proceeds from issuances of common stock, net		9,676
Proceeds from issuances of non-voting preferred stock, net	95,226
Proceeds from exercise of warrants, net	5,191
Net cash provided by financing activities	100,417	9,676
Net change in cash and cash equivalents	105,673	(2,158)
Cash and cash equivalents at beginning of period	8,791	12,972
Cash and cash equivalents at end of period	114,464	$ 10,814
Supplemental disclosure of non-cash investing and financing activities
Issuance of common stock in acquisition	1,194
Issuance of non-voting convertible preferred stock in acquisition	69,723
Fair value of options assumed in acquisition	3,278
Fair value of warrants assumed in acquisition	$ 12,944

Stockholders' Equity - Additional Information (Detail)							3 Months Ended	9 Months Ended		12 Months Ended
Stockholders' Equity - Additional Information (Detail)	Sep. 15, 2020 shares	Sep. 14, 2020 USD ($) shares	Jun. 10, 2020 shares	Feb. 13, 2020 USD ($) Feature $ / shares shares	Jan. 15, 2020 USD ($) $ / shares shares	Apr. 30, 2019 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) $ / shares shares	Sep. 30, 2019 USD ($) shares	Dec. 31, 2019 USD ($) $ / shares shares	Jul. 23, 2018 USD ($)
Class Of Stock [Line Items]
Proceeds from issuance of common stock \| $									$ 9,676,000
Warrant inducement expense \| $								$ 4,829,000
Warrants available for exercise							367,335	367,335		392,815
Conversion of stock, shares converted			3,285
Preferred stock, par value \| $ / shares							$ 0.001	$ 0.001		$ 0.001
Issuance of common stock in connection with conversion of preferred stock, shares								(3,285)
Preferred shares outstanding							511	511		0
Net proceeds from issuance of preferred stock after deducting offering costs \| $								$ 95,226,000
Amortization of outstanding stock-based compensation expenses \| $							$ 92,940	$ 726,455
Former Board of Directors [Member]
Class Of Stock [Line Items]
Award vesting period								18 months
PRSUs [Member]
Class Of Stock [Line Items]
Number of shares vested								3,055
Value of shares vested \| $								$ 204,765
Anelixis [Member]
Class Of Stock [Line Items]
Warrants available for exercise							55,583.875	55,583.875		0
Assumed and replaced								55,583.875
Anelixis [Member] \| Common Stock Options [Member]
Class Of Stock [Line Items]
Estimated fair value, assumed and replaced								1,346,398
Estimated fair value, assumed and replaced value \| $		$ 3,278,000
Series A Warrants [Member]
Class Of Stock [Line Items]
Warrants available for exercise							0	0		191,617
Series B Warrants [Member]
Class Of Stock [Line Items]
Warrants available for exercise							0	0		191,617
Series X1 Preferred Stock [Member]
Class Of Stock [Line Items]
Warrants available for exercise							55,583.875	55,583.875
Series X1 Preferred Stock [Member] \| Anelixis [Member]
Class Of Stock [Line Items]
Issuance of common stock		140,026
Series X1 Preferred Stock [Member] \| Anelixis [Member] \| Common Stock Options [Member]
Class Of Stock [Line Items]
Estimated fair value, assumed and replaced		1,346,398
Estimated fair value, assumed and replaced value \| $		$ 6,100,000
Series X Preferred Stock [Member]
Class Of Stock [Line Items]
Number of embedded features within preferred stock \| Feature				2
Series X1 Preferred Stock [Member] \| Anelixis [Member]
Class Of Stock [Line Items]
Issuance of common stock		140,026
Securities Purchase Agreement [Member] \| 2019 Equity Offering [Member]
Class Of Stock [Line Items]
Common stock shares agreed to sell						191,617
Common stock shares gross proceeds value \| $						$ 10,700,000
Private Placement [Member]
Class Of Stock [Line Items]
Warrants available for exercise							338,592	338,592		0
Private Placement [Member] \| Series A Warrants [Member] \| 2019 Equity Offering [Member]
Class Of Stock [Line Items]
Warrant exercise price per share \| $ / shares						$ 72.00
Warrants exercisable term						18 months
Private Placement [Member] \| Series B Warrants [Member] \| 2019 Equity Offering [Member]
Class Of Stock [Line Items]
Warrant exercise price per share \| $ / shares						$ 724.00
Warrants exercisable term						5 years
Placement Agent [Member]
Class Of Stock [Line Items]
Warrants available for exercise							9,581	9,581		9,581
Placement Agent [Member] \| 2019 Equity Offering [Member]
Class Of Stock [Line Items]
Warrant exercise price per share \| $ / shares						$ 69.66
Percentage of warrants to issue shares of common stock						5.00%
Percentage of warrant exercise price per share						125.00%
Warrants offering price maturity date						Apr. 30, 2024
Common Stock [Member]
Class Of Stock [Line Items]
Number of shares issued in exchange of warrants							20,834	404,068	191,617
Warrants available for exercise							367,335	367,335
Issuance of common stock in connection with conversion of preferred stock, shares			182,500					182,500
Number of shares vested							1,667	3,056
Common Stock [Member] \| Anelixis [Member]
Class Of Stock [Line Items]
Issuance of common stock		175,488
Convertible preferred stock, shares issued upon conversion of each share		55.5556
Common Stock [Member] \| Private Placement [Member] \| Series A Warrants [Member] \| Maximum [Member] \| 2019 Equity Offering [Member]
Class Of Stock [Line Items]
Warrants to issue shares of common stock						191,617
Common Stock [Member] \| Private Placement [Member] \| Series B Warrants [Member] \| Maximum [Member] \| 2019 Equity Offering [Member]
Class Of Stock [Line Items]
Warrants to issue shares of common stock						191,617
Common Stock [Member] \| Placement Agent [Member] \| Maximum [Member] \| 2019 Equity Offering [Member]
Class Of Stock [Line Items]
Warrants to issue shares of common stock						9,580
Warrant [Member] \| Anelixis [Member]
Class Of Stock [Line Items]
Estimated fair value, assumed and replaced value \| $		$ 12,944,000
Warrant [Member] \| Series X1 Preferred Stock [Member] \| Anelixis [Member]
Class Of Stock [Line Items]
Assumed and replaced		55,583.875
Warrant Exercise Agreements [Member] \| Warrants [Member]
Class Of Stock [Line Items]
Common stock shares gross proceeds value \| $					$ 5,800,000
Warrants to issue shares of common stock					383,234
Warrant reduced exercise price per share \| $ / shares					$ 12.87
Warrant additional exercise price per share \| $ / shares					2.25
Warrant Exercise Agreements [Member] \| Common Stock [Member]
Class Of Stock [Line Items]
Warrants to issue shares of common stock	44,643
Warrant exercise price per share \| $ / shares					$ 12.96
Warrants exercisable term					5 years 6 months
Number of shares issued in exchange of warrants	20,834
Warrant Exercise Agreements [Member] \| Common Stock [Member] \| Maximum [Member]
Class Of Stock [Line Items]
Warrants to issue shares of common stock					383,234
Warrant Exercise Agreements [Member] \| Common Stock [Member] \| Placement Agent [Member]
Class Of Stock [Line Items]
Warrant exercise price per share \| $ / shares					$ 18.90
Percentage of warrants to issue shares of common stock					5.00%
Warrant Exercise Agreements [Member] \| Common Stock [Member] \| Placement Agent [Member] \| Maximum [Member]
Class Of Stock [Line Items]
Warrants to issue shares of common stock					19,161
Stock Purchase Agreement [Member] \| Series X1 Preferred Stock [Member]
Class Of Stock [Line Items]
Issuance of preferred stock		199,112
Preferred stock shares aggregate purchase price \| $		$ 99,100,000
Net proceeds from issuance of preferred stock after deducting offering costs \| $		95,200,000
Business combination additional commitments in equity financing \| $		$ 9,000,000
Stock Purchase Agreement [Member] \| Common Stock [Member] \| Series X1 Preferred Stock [Member]
Class Of Stock [Line Items]
Convertible preferred stock, shares issued upon conversion of each share		55.5556
Stock Purchase Agreement [Member] \| Common Stock [Member] \| Series X1 Preferred Stock [Member] \| Directors and Employees [Member]
Class Of Stock [Line Items]
Convertible preferred stock, shares issued upon conversion of each share							55.5556	55.5556
Piper Jaffray & Co. [Member] \| Equity Distribution Agreement [Member]
Class Of Stock [Line Items]
Equity distribution agreement maximum value of common shares issuable \| $											$ 9,800,000
Piper Jaffray & Co. [Member] \| Equity Distribution Agreement [Member] \| Common Stock [Member]
Class Of Stock [Line Items]
Common stock number of shares issued								1,401		1,401
Proceeds from issuance of common stock \| $								$ 110,000		$ 110,000
Exchanging Stockholders [Member] \| Exchange Agreement [Member]
Class Of Stock [Line Items]
Reimbursement of expenses \| $				$ 25,000
Conversion of stock blocker provision percentage				9.99%
Exchanging Stockholders [Member] \| Exchange Agreement [Member] \| Series X Preferred Stock [Member]
Class Of Stock [Line Items]
Conversion of stock, shares issued				3,796
Number of designated preferred stock shares				10,000
Preferred stock, par value \| $ / shares				$ 0.001
Exchanging Stockholders [Member] \| Exchange Agreement [Member] \| Common Stock [Member]
Class Of Stock [Line Items]
Conversion of stock, shares converted				210,888
Convertible preferred stock, shares issued upon conversion of each share				55.5556

Stockholders' Equity

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Stockholders' Equity

Note 6. Stockholders’ Equity

Equity Distribution Agreement

On July 23, 2018, the Company filed a prospectus and prospectus supplement (the “2018 Prospectus”) under which the Company may offer and sell, from time to time, pursuant to an equity distribution agreement with Piper Jaffray & Co., up to $9.8 million in shares of its common stock. As of December 31, 2019 and September 30, 2020, 1,401 shares have been sold under the 2018 Prospectus for gross proceeds of approximately $110,000.

2019 Equity Offering

On April 30, 2019, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company agreed to sell, in a registered direct offering, an aggregate 191,617 shares of its common stock for gross proceeds of approximately $10.7 million under its effective shelf registration statement on Form S-3 (File No. 333-226286), which became effective on July 31, 2018. In a concurrent private placement, the Company also agreed, pursuant to the securities purchase agreement, to issue to such investors Series A warrants to purchase up to 191,617 shares of its common stock at an exercise price of $72.00 with a term of eighteen months (the “Series A Warrants”) and Series B warrants to purchase up 191,617 shares of its common stock at an exercise price of $724.00 with a term of five years (the “Series B Warrants”). The Series B Warrants become exercisable only upon the exercise of the Series A Warrants. In addition, the Company agreed to issue to the placement agent warrants to purchase up to 9,580 shares of common stock representing 5.0% of the aggregate number of shares of common stock sold in this offering. The placement agent warrants have substantially the same terms as the Series A Warrants issued to the investors in the concurrent private placement, except that the placement agent warrants have an exercise price equal to $69.66 or 125% of the offering price per share and will expire on April 30, 2024. The registered direct offering and the concurrent private placement are referred to collectively herein as the “2019 Equity Offering.”

All the warrants issued in connection with the 2019 Equity Offering contained put options that allow the holders of the warrants the right to receive, for each warrant share that would have been issuable upon an exercise immediately prior to the occurrence of an effective change in control event defined as a fundamental transaction, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such fundamental transaction by a holder of the number of shares of common stock for which this warrant is exercisable immediately prior to such fundamental transaction. The Company evaluated the embedded put option contained in the warrants under the guidance of Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, and concluded that the requirements for contingent exercise provisions as well as the settlement provision for scope exception in ASC 815-10-15-74 has been met. Accordingly, the put options contained in the warrants were not bi-furcated and accounted for as freestanding derivative instruments.

Warrant Exercise Transactions

On January 10, 2020 and January 15, 2020, the Company entered into warrant exercise agreements (the “Exercise Agreements”) with the holders (the “Holders”) of its Series A Warrants and Series B Warrants (collectively, the “Warrants”), issued in the 2019 Equity Offering, pursuant to which the Holders agreed to exercise in cash their Warrants to purchase an aggregate of 383,234 shares of the Company’s common stock at a reduced exercise price of $12.87 per share, plus an additional $2.25 per share for the issuance of the private placement warrants for gross proceeds (before placement agent fees and expenses) to the Company of approximately $5.8 million (the “Exercise Transaction”).

Under the Exercise Agreements, the Company also agreed to issue to the Holders new warrants to purchase up to 383,234 shares of the Company’s common stock at an exercise price of $12.96 per share, with an exercise period of five and a half years (the “Private Placement Warrants”). The Private Placement Warrants transaction subsequently closed and the Private Placement Warrants were issued on January 14, 2020 with respect to the Warrants exercised on January 10, 2020 and on or about January 17, 2020, with respect to the Warrants exercised on January 15, 2020. In addition, the Company agreed to issue to the placement agent warrants to purchase up to 19,161 shares of common stock, representing 5.0% of the aggregate number of shares of common stock issued in the Exercise Transaction. The placement agent warrants have substantially the same terms as the Private Placement Warrants issued to the Holders, except that the placement agent warrants have an exercise price equal to $18.90. A warrant inducement expense of $4.8 million was recorded which was determined using the Black-Scholes option pricing model and was calculated as the difference between the fair value of the Warrants prior to, and immediately after, the reduction in the exercise price on the date of repricing in addition to the fair value of the Private Placement Warrants issued.

On September 15, 2020, the Holders exercised approximately 44,643 warrants in a cashless transaction in exchange for 20,834 shares of the Company’s common stock.

As of September 30, 2020, 367,335 warrants were exercisable into common stock. The shares of common stock underlying the registered direct and private placement warrants are registered for offer and sale under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s effective registration statements on Forms S-1.

The following table shows the warrant activity:

	Rollforward of Warrant Activity
	Registered direct warrants, Series A			Registered direct warrants, Series B			Registered direct warrants, placement agent		Private placement warrants			Private placement warrants, placement agent		Total
Balance as of December 31, 2019		191,617			191,617			9,581		—			—		392,815
Issued		—			—			—		383,235			19,162		402,397
Exercised		(191,617	)		(191,617	)		—		(44,643	)		—		(427,877	)
Cancelled/Expired		—			—			—		—			—		—
Balance as of September 30, 2020		—			—			9,581		338,592			19,162		367,335

Anelixis Acquisition

On September 14, 2020, the Company acquired Anelixis, after which Anelixis became a wholly-owned subsidiary of the Company. Under the terms of the acquisition, the Company issued to the stockholders of Anelixis 175,488 shares of Novus common stock and 140,026 shares of Series X¹ Preferred Stock. In addition to the common stock and preferred stock issued in connection with the acquisition of Anelixis, certain outstanding warrants issued by Anelixis were not settled upon completion of the acquisition, and instead were assumed and then replaced with Novus warrants. As part of the acquisition, the Company assumed and replaced options for the purchase of 1,346,398 shares of common stock with an estimated total fair value of approximately $6.1 million and 55,583.875 warrants for Series X¹ Preferred Stock with an estimated fair value of approximately $12.9 million. The estimated fair value of the assumed and replaced options and warrants attributed to pre-merger services were approximately $3.3 million and $12.9 million, respectively, and is included in other consideration amounts transferred and added to goodwill (see Note 8).

As of September 30, 2020, 55,583.875 warrants were exercisable into Series X¹ Preferred Stock. The shares of Series X¹ Preferred Stock underlying the assumed and replaced warrants in connection with the Anelixis acquisition are expected to be converted into shares of Novus common stock upon shareholder approval.

The following table shows the warrant activity:

	Rollforward of Warrant Activity
		Warrants assumed and replaced in acquisition		Total
Balance as of December 31, 2019			—		—
Assumed and replaced			55,583.875		55,583.875
Exercised			—		—
Cancelled/Expired			—		—
Balance as of September 30, 2020			55,583.875		55,583.875

Common Stock Exchange Agreement

On February 13, 2020, the Company entered into an exchange agreement (the “Exchange Agreement”) with Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P. and Biotechnology Value Trading Fund OS, L.P. (the “Exchanging Stockholders”), pursuant to which the Exchanging Stockholders exchanged (the “Exchange”) 210,888 shares of the Company’s common stock for 3,796 shares of newly designated Series X Convertible Preferred Stock (the “Series X Preferred Stock”). The Company agreed to reimburse the Exchanging Stockholders for their expenses in connection with the Exchange up to a total of $25,000, which was recorded as operating expense in the Company’s condensed consolidated statements of operations and comprehensive loss. The Exchange was completed on February 19, 2020.

On February 13, 2020, in connection with the Exchange, the Company filed a Certificate of Designation setting forth the preferences, rights and limitations of the Series X Preferred Stock with the Secretary of State of the State of Delaware. The number of shares so designated shall be 10,000 and Series X Preferred Stock shall have a par value of $0.001 per share. Each share of Series X Preferred Stock will be convertible into 55.5556 shares of common stock at the option of the holder at any time; subject to certain limitations, including, that the holder will be prohibited from converting Series X Preferred Stock into common stock if, as a result of such conversion, the holder, together with its affiliates, would beneficially own a number of shares of common stock above a conversion blocker, which is initially set at 9.99% of the total common stock then issued and outstanding immediately following the conversion of such shares of Series X Preferred Stock. In the event of the Company’s liquidation, dissolution or winding up, holders of Series X Preferred Stock will participate pari passu with any distribution of proceeds to holders of common stock. Holders of Series X Preferred Stock are entitled to receive dividends on shares of Series X Preferred Stock equal (on an as-if-converted-to-common stock basis) to and in the same form as dividends actually paid on the common stock or other junior securities of the Company. Shares of Series X Preferred Stock will generally have no voting rights, except as required by law and except that the consent of a majority of the holders of the outstanding Series X Preferred Stock will be required to amend the terms of the Series X Preferred Stock.

SEC Accounting Series Release No. 268, Presentation in Financial Statements of “Redeemable Preferred Stocks” (“ASR 268”) requires equity instruments with redemption features that are not solely within the control of the issuer to be classified outside of permanent equity, often referred to as classification in “temporary equity”).The Company evaluated Series X Preferred Stock redemption features and concluded that there are no redemption features with the Series X Preferred Stock that are not solely within the control of the Company and permanent equity classification was appropriate.

Series X Preferred Stock has two (2) separate and distinct embedded features. They are: (1) optional conversion by holder and (2) redemption put feature upon fundamental transaction.

Each share of Series X Preferred Stock shall be convertible into 55.5556 shares of common stock, at the option of the holder, at any time after the date of issuance. The Company evaluated the embedded optional conversion feature in accordance with the guidance under ASC 815, Derivatives and Hedging, and determined it is exempt from derivative accounting as the embedded feature is deemed to be indexed to the Company’s own stock and classified in stockholder’s equity if freestanding. Further, because the conversion ratio is fixed and equal to the ratio of the original exchange of 55.5556 common stock to each share of Series X Preferred Stock, the Company concluded that there is no intrinsic value to the beneficial conversion feature.

Each share of Series X Preferred Stock contains redemption put features that allow the holders of the Series X Preferred Stock the right to receive, in lieu of the right to receive conversion shares, for each conversion share that would have been issuable upon such conversion immediately prior to the occurrence of an effective change in control (“Fundamental Transaction”), the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of common stock. The Company evaluated the redemption put feature contained in each Series X Preferred Stock under the guidance of ASC 815, Derivatives and Hedging, and concluded that the embedded redemption put feature do not meet the definition of a derivative, if freestanding, under ASC 815 as net settlement could not be achieved. Accordingly, the redemption put features contained in the Series X Preferred Stock were not bi-furcated and accounted for as freestanding derivative instruments.

On June 1, 2020 and June 10, 2020, the Exchanging Stockholders converted a total of 3,285 shares of Series X Preferred Stock into 182,500 shares of common stock. As of September 30, 2020, 511 shares of Series X Preferred Stock remain outstanding.

September 2020 Stock Purchase Agreement

On September 14, 2020, Novus entered into the Purchase Agreement with the Investors. Pursuant to the Purchase Agreement, Novus agreed to sell an aggregate of approximately 199,112 shares of Series X¹ Preferred Stock for an aggregate purchase price of approximately $99.1 million, or net proceeds of approximately $95.2 million after deducting offering costs, in the Financing. Novus has commitments for an additional $9 million in equity financing that is contingent upon the satisfaction of certain incremental closing conditions, including stockholders approval of the issuance of the Company’s common stock upon the conversion of the Company’s X¹Preferred Stock and the effective registration of its common stock. Subject to stockholder approval, each share of Series X¹ Preferred Stock is convertible into 55.5556 shares of Common Stock, as described below. The preferences, rights and limitations applicable to the Series X¹ Preferred Stock are set forth in the Certificate of Designation, as filed with the SEC. The Financing is exempt from registration pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering. The Investors have acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends have been affixed to the securities issued in this transaction.

The Company records shares of preferred stock at their respective fair values on the dates of issuance, net of issuance costs. Holders of Series X¹ Preferred Stock do not have voting rights and are entitled to receive dividends on shares of X¹ Preferred Stock on an as-if converted to common stock basis equal to dividends actually paid on shares of common stock. The shares of Series X¹ Preferred Stock shall automatically be converted into shares of common stock equal to the conversion ratio of 55.5556 upon stockholder approval of the conversion of the Series X¹ Preferred Stock into shares of common stock in accordance with the listing rules of the Nasdaq Stock Market.

The Company has applied the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, and has therefore classified the Series X¹ Preferred Stock outside of stockholders’ equity because, if conversion to common stock is not approved by the stockholders, the Series X¹ Preferred Stock will be redeemable at the option of the holders for cash equal to the closing price of the common stock on the last trading day prior to the holder’s redemption request. If, in the unlikely event that, the conversion to common stock is not approved by the stockholders and majority of the Series X¹ Preferred Stock holders elect to exercise their redemption rights to receive cash equal to the closing price of the common stock the on last trading day prior to the holder’s redemption request, such event would result in a material deterioration of the Company’s liquidity and will raise substantial doubt about the Company’s ability to continue as a going concern. However, the Company believes stockholders’ approval for the conversion to common stock is probable to mitigate the risk of raising substantial doubt for the Company to continue as a going concern.

The Company analyzed the conversion provision related to the Series X¹ Preferred Stock and determined there was not a contingent beneficial conversion feature (“BCF”) that would be recognized when the contingency of stockholder approval is resolved.

Stock-Based Compensation

Total stock-based compensation expense was recognized in our condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Research and development	$	336	$	57	$	539	$	278
General and administrative		542		170		973		787
Total stock-based compensation	$	878	$	227	$	1,512	$	1,065

During the nine months ended September 30, 2020, PRSUs awarded to employees totaling 3,055 shares vested and resulted in the recognition of $204,765 in stock-based compensation expense.

During the three and nine months ended September 30, 2020, the Company incurred the following types of share-based compensation expenses:

Amortization of the outstanding share-based compensation expenses for all outstanding equity-based awards through September 30, 2020.

ii.

Significant modification of terms related to grants issued to former employees and board of directors.

iii.

Equity-based awards not settled by Anelixis that Novus assumed and replaced.

iv.

New grants of preferred equity-based awards.

Amortization of outstanding stock-based compensation expenses for outstanding equity-based awards through September 30, 2020 was noted to be approximately $92,940 and $726,455 for the three and nine months ended September 30, 2020, respectively. During the same periods, the Company modified the terms of equity-based awards to former employees whereby the unvested portions of these awards became fully vested on an accelerated basis at their termination date and/or at September 30, 2020. Further, the Company amended the periods in which specific individuals of the Company’s former board of directors may exercise their vested equity-based awards up to 18 months subsequent to their termination date in lieu of the standard 90 days. These modifications were individually evaluated under ASC 718, Compensation – Stock Compensation resulting in the Company recognizing additional compensation expenses of approximately $0.5 million for the three months ended September 30, 2020. As part of the merger with Anelixis, the Company assumed and replaced 1,346,398 shares of equity-based options. The pre-merger merger related service cost of these assumed and replaced options was allocated as additional purchase consideration and included in goodwill, whereas post-merger related services costs for the options will be amortized to stock-based compensation prospectively from the merger effective date of September 14, 2020. Lastly, the Company granted to certain directors and employees preferred equity-based awards where each preferred option award when exercised into its preferred stock may be converted to 55.5556 shares of the Company’s common stock.

Below is the summary of the stock-based compensation expenses the Company incurred for three and nine months ended September 30, 2020:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Amortization of outstanding equity-based awards	$	93	$	227	$	727	$	1,065
Modifications of terms related to grants previously issued to employees and board of directors		471		—		471		—
Amortization of equity-based awards assumed from the merger with Anelixis and replaced		38		—		38		—
New grants of preferred equity-based awards to directors and employees		276		—		276		—
Total stock-based compensation expense	$	878	$	227	$	1,512	$	1,065

Stockholders' Equity - Summary of Stock-Based Compensation Expenses (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Amortization of outstanding	$ 92,940		$ 726,455
Stock-based compensation	878,000	$ 227,000	1,512,000	$ 1,065,000
Anelixis [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Amortization of equity-based awards	38,000		38,000
Directors and Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Modifications of terms related to grants	471,000		471,000
New grants of preferred equity-based awards	276,000		276,000
Equity-Based Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Amortization of outstanding	$ 93,000	$ 227,000	$ 727,000	$ 1,065,000

Description of Business - Additional Information (Detail)	Sep. 14, 2020
Anelixis Therapeutics, Inc. [Member]
Description Of Business [Line Items]
Date of acquisition	Sep. 14, 2020

Prepaid Expenses and Other Current Assets - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Prepaid Expense And Other Assets Current [Abstract]
Prepaid insurance	$ 335	$ 734
Prepaid clinical	5	102
Prepaid other	66	45
Insurance receivable	214	245
Other current assets	17	54
Total prepaid expenses and other current assets	$ 637	$ 1,180

Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Accrued Liabilities And Other Liabilities [Abstract]
Accrued compensation and related expenses	$ 50	$ 40
Accrued clinical		437
Accrued professional services	520	130
Accrued vacation	55	199
Accrued other	166	7
Accrued placement agent fees	3,587
Total accrued expenses and other liabilities	$ 4,378	$ 813

Business Acquisition - Summary of Fair Value of Purchase Price Consideration (Parenthetical) (Detail) - Anelixis [Member]	Sep. 14, 2020 $ / shares shares
Business Acquisition [Line Items]
Expected stock price volatility, minimum	82.00%
Expected stock price volatility, maximum	83.00%
Risk-free interest rate, minimum	0.27%
Risk-free interest rate, maximum	0.45%
Minimum [Member]
Business Acquisition [Line Items]
Expected life of option (in years)	5 years
Maximum [Member]
Business Acquisition [Line Items]
Expected life of option (in years)	5 years 10 months 24 days
Common Stock [Member]
Business Acquisition [Line Items]
Business acquisition, shares issued \| shares	175,488
Business acquisition, closing price per share \| $ / shares	$ 6.80

Business Acquisition - Summary of Fair Value of Purchase Price Consideration (Detail) - Anelixis [Member] $ in Thousands	Sep. 14, 2020 USD ($)
Fair value of purchase consideration:
Total purchase consideration	$ 87,139
Options [Member]
Fair value of purchase consideration:
Awards assumed	3,278
Common Stock [Member]
Fair value of purchase consideration:
Shares issued	1,194
Preferred Stock [Member]
Fair value of purchase consideration:
Shares issued	69,723
Warrants [Member]
Fair value of purchase consideration:
Awards assumed	$ 12,944

Business Acquisition - Summary of Preliminary Estimate of Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands	Sep. 30, 2020	Sep. 14, 2020
Business Acquisition [Line Items]
Goodwill	$ 44,466
Anelixis [Member]
Business Acquisition [Line Items]
Cash and cash equivalents		$ 11,035
Prepaid expenses and other current assets		27
Other non-current assets		11
Accounts payable		(580)
Accrued expenses and other liabilities		(206)
Net identifiable assets acquired		10,287
Goodwill		44,466
Identifiable intangible assets		32,386
Net assets acquired		$ 87,139

Commitments and Contingencies - Schedule of Future Payments Under Noncancelable Operating Leases (Detail) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Commitments And Contingencies Disclosure [Abstract]
2020 (remainder of)	$ 49
2021	146
Total minimum lease payments	195
Less imputed interest	(4)
Present value of lease liabilities	191
Less current portion	$ (191)	$ (180)
Non-current operating lease liability		$ 144

Stockholders' Equity - Schedule of Warrant Activity (Detail)	9 Months Ended
	Sep. 30, 2020 shares
Class Of Warrant Or Right [Line Items]
Beginning Balance	392,815
Issued	402,397
Exercised	(427,877)
Cancelled/Expired	0
Ending Balance	367,335
Anelixis [Member]
Class Of Warrant Or Right [Line Items]
Beginning Balance	0
Assumed and replaced	55,583.875
Exercised	0
Cancelled/Expired	0
Ending Balance	55,583.875
Registered Direct Warrants, Series A [Member]
Class Of Warrant Or Right [Line Items]
Beginning Balance	191,617
Issued	0
Exercised	(191,617)
Cancelled/Expired	0
Ending Balance	0
Registered Direct Warrants, Series B [Member]
Class Of Warrant Or Right [Line Items]
Beginning Balance	191,617
Issued	0
Exercised	(191,617)
Cancelled/Expired	0
Ending Balance	0
Registered Direct Warrants, Placement Agent [Member]
Class Of Warrant Or Right [Line Items]
Beginning Balance	9,581
Issued	0
Exercised	0
Cancelled/Expired	0
Ending Balance	9,581
Private Placement Warrants [Member]
Class Of Warrant Or Right [Line Items]
Beginning Balance	0
Issued	383,235
Exercised	(44,643)
Cancelled/Expired	0
Ending Balance	338,592
Private Placement Warrants, Placement Agent [Member]
Class Of Warrant Or Right [Line Items]
Beginning Balance	0
Issued	19,162
Exercised	0
Cancelled/Expired	0
Ending Balance	19,162
Warrants Assumed and Replaced in Acquisition [Member] \| Anelixis [Member]
Class Of Warrant Or Right [Line Items]
Beginning Balance	0
Assumed and replaced	55,583.875
Exercised	0
Cancelled/Expired	0
Ending Balance	55,583.875

Commitments and Contingencies - Components of Lease Expense (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($)
Commitments And Contingencies Disclosure [Abstract]
Operating lease cost	$ 147

Restructuring Expense - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020
Restructuring And Related Activities [Abstract]
Expenses related to workforce reduction	$ 1,802	$ 2,292

Commitments and Contingencies - Schedule of Other Information Related to Leases (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($)
Cash paid for amounts included in the measurement of lease liability:
Operating cash flows from operating lease	$ 140
Remaining lease term
Operating lease	1 year
Discount rate
Operating lease	3.25%