0000320017-24-000007 | 10-K | XBRL Viewer

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Australia Research and Development Tax Incentive (Details) - USD ($) $ in Millions		12 Months Ended
	Sep. 04, 2023	Dec. 31, 2023	Dec. 31, 2022
Income Tax Holiday [Line Items]
Income tax incentive receivable		$ 1.0	$ 0.7
Australian Taxation Office
Income Tax Holiday [Line Items]
Income tax refunds	$ 0.6
Minimum
Income Tax Holiday [Line Items]
Research tax credit rate		43.50%
Maximum
Income Tax Holiday [Line Items]
Research tax credit rate		48.50%

Operating Leases - Narrative (Details)	Dec. 31, 2023 office
Leases [Abstract]
Number of offices under operating leases	1
Weighted average remaining lease term for operating leases (in years)	1 year 9 months
Weighted average discount rate for operating leases (percent)	9.625%

Merger

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Merger

The Merger was accounted for as an asset acquisition as substantially all of the fair value was concentrated in IPR&D. Cend’s assets (except for cash and working capital) were measured and recognized as an allocation of the transaction price based on their relative fair values as of the transaction date with any value associated with IPR&D being expensed. The fair value of total consideration was $36.1 million. The following table is a summary of the purchase price calculation (in thousands except per share data).






Number of common shares of the combined company owned by Cend stockholders			3,772,768
Multiplied by the fair value per share of Lisata common stock on September 15, 2022			$6.25
Total			$23,580
Carrying value of Lisata's cost method investment in Cend			10,000
Incremental fair value of Cend's fully vested stock options			2,136
Lisata transaction costs			382
Total purchase price			$36,098

The allocation of the purchase price was as follows (amounts in thousands):






Cash and cash equivalents			$7,062
Net working capital (excluding cash)			(1,690)
Other liabilities			(22)
Acquired in-process research and development			30,393
License			355

Net assets acquired			$36,098

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 0.1	$ 0.1

Fair Value Measurements (Details) - Recurring - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets:
Cash equivalents	$ 16,715	$ 27,668
Marketable securities - available for sale	27,942	37,072
Assets, fair value	44,657	64,740
Level 1
Assets:
Cash equivalents	16,715	27,668
Marketable securities - available for sale	0	0
Assets, fair value	16,715	27,668
Level 2
Assets:
Cash equivalents	0	0
Marketable securities - available for sale	27,942	37,072
Assets, fair value	27,942	37,072
Level 3
Assets:
Cash equivalents	0	0
Marketable securities - available for sale	0	0
Assets, fair value	$ 0	$ 0

Income Taxes - Components of Deferred Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred Tax Assets:
Accumulated net operating losses (tax effected)	$ 12,736	$ 13,132
Lease liability	86	136
Share-based compensation	2,370	3,027
Intangibles	889	944
Capitalized research and development	6,662	5,018
Accumulated depreciation	10	14
Accrued payroll	218	118
Other	638	579
Deferred tax assets	23,609	22,968
Deferred Tax Liabilities:
Right-of-use asset	(87)	(137)
Cash to accrual	0	(99)
Deferred tax liabilities	(87)	(236)
Net deferred tax asset	23,522	22,732
Valuation allowance	(23,522)	(22,732)
Net deferred tax asset	$ 0	$ 0

License Agreements	12 Months Ended
License Agreements	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
License Agreements	License Agreements Sanford Burnham Prebys In December 2015, Cend entered into a license agreement with Sanford Burnham Prebys (“SBP”) under which Cend was granted an exclusive, worldwide, royalty-bearing license to certain patent rights and know-how controlled by SBP related to the development of LSTA1. At the time the license agreement was entered into, Cend’s founding shareholder was an executive at SBP. The agreement provides the Company with the rights to grant and authorize sublicenses to use, sell, and otherwise exploit the patent rights. As consideration for the license, Cend issued a total of 382,030 shares of common stock, as adjusted for the Reverse Stock Split and Exchange Ratio. The Company is required to pay an annual license maintenance fee of $10,000 increasing to $20,000 on year seven of the agreement. The Company could also be required to make milestone payments to SBP upon completion of certain regulatory and commercial milestones. The aggregate potential milestone payments are approximately $10.6 million. The Company has also agreed to pay SBP royalties of 4% of net sales of products sold by the Company, or through a sublicense, subject to certain reductions. Additionally, the Company is obligated to pay SBP 25% of any sublicensing income, which, pursuant to the technology transfer agreement with Impilo, resulted in SBP receiving 191,500 apportioned shares of the Company’s pre-seed preferred stock in Impilo on October 3, 2023. The agreement will expire upon the later of (i) the final abandonment of all pending patent applications within the licensed patents or (ii) the expiration of the last to expire patent within the licensed patents. The agreement may be terminated in its entirety by the Company at any time by giving SBP sixty days’ prior written notice. The agreement may be terminated in its entirety by SBP if the Company, at any time, defaults in the payment of any sum when due and fails to make such payment within thirty days after receipt of written notice. The agreement may be terminated in its entirety by either SBP or the Company (i) in the event of an uncured material breach by the other party, or (ii) in the event the other party (a) files for, or is involuntarily petitioned with, bankruptcy (other than dissolution or winding up for the purposes of reconstruction or amalgamation), (b) makes an assignment of all or substantially all of its assets for the benefit of creditors, or (c) has a receiver or trustee is appointed and is unable to secure a dismissal, stay or other suspension of such proceedings within thirty days. Upon termination of the agreement for any reason, all rights and obligations of the Company with respect to the patents and patent applications shall terminate and revert to SBP. In October 2021, Cend entered into a license agreement with SBP under which Cend was granted an exclusive, royalty-bearing license to certain patent rights and know-how controlled by SBP. The agreement provides Cend with the rights to grant and authorize sublicenses to use, sell, and otherwise exploit the patent rights. The Company is required to pay an annual license maintenance fee of $20,000, increasing to $30,000 on year four of the agreement. Further, the Company could be required to make milestone payments to SBP upon completion of certain regulatory and commercial milestones. The aggregate potential milestone payments are approximately $23.2 million. The Company is obligated to pay SBP royalties of 4% of net sales of products sold by the Company or through a sublicense, subject to certain reductions. Additionally, the Company is obligated to pay SBP varying sublicense fees, ranging from 10% to 25%, dependent on when the related milestones are reached. On September 14, 2023, pursuant to the technology transfer agreement with Impilo, the license was assigned in full to Impilo. SBP did not own shares of the Company’s common stock as of December 31, 2023. University of California at San Diego In March 2021, Cend entered into a license agreement with the University of California at San Diego (“UCSD”) under which Cend was granted an exclusive, royalty-bearing license to certain patent rights related to the development of nano-particles to modulate immune response. The agreement provides the Company with the rights to grant and authorize sublicenses to use, sell and otherwise exploit the patent rights. The Company could be required to make milestone payments to UCSD upon completion of certain regulatory and commercial milestones. The aggregate potential milestone payments are approximately $1.2 million. The Company has also agreed to pay UCSD royalties of 1.5% of net sales of products sold by the Company or through a sublicense, subject to certain reductions. Additionally, the Company agreed to pay UCSD varying sublicense fees, ranging from 10% to 20%, dependent on when the related milestones are reached. The agreement will expire upon the expiration of the longest-lived patent rights. The agreement may be terminated in its entirety by the Company at any time by giving UCSD ninety days’ prior written notice. The agreement may be terminated in its entirety by UCSD if the Company, at any time, (i) fails to perform or violates any term of the agreement and fails to cure the default within sixty days. Upon termination of the agreement for any reason, UCSD may terminate a sublicensee but will allow the Company to assign any sublicenses to UCSD provided a) that the sublicensee is in good standing upon termination of the agreement with the Company; and b) the sublicensee is not currently involved in litigation as an adverse party to UCSD. On August 2, 2023, pursuant to the technology transfer agreement with Impilo, the license was assigned in full to Impilo. Massachusetts Institute of Technology In October 2021, Cend entered into a license agreement with the Massachusetts Institute of Technology ("MIT") under which Cend was granted an exclusive, royalty-bearing license to certain patent rights related to the development of tissue specific delivery of interfering RNA. The agreement provides the Company with the rights to grant and authorize sublicenses to use, sell, and otherwise exploit the patent rights. As consideration for the license, Cend issued a total of 43,236 shares of common stock, as adjusted for the Reverse Stock Split and Exchange Ratio. The Company is required to pay an annual license maintenance fee of $20,000, increasing to $25,000 for year two and three of the agreement, increasing to $50,000 on year four of the agreement and thereafter until the first commercial sale, and increasing to $150,000 each year of the agreement after the first commercial sale. Further, the Company could be required to make milestone payments to MIT upon completion of certain regulatory and commercial milestones. The aggregate potential milestone payments are approximately $5.0 million. The Company has also agreed to pay MIT royalties of 2% of net sales of products sold by the Company or through a sublicense, subject to certain reductions. Additionally, the Company is obligated to pay MIT varying sublicense fees, ranging from 3% to 20%, depending on when the related milestones are reached. In connection with the close of the Merger, the Company was required to pay MIT a change of control fee of $0.3 million. The agreement expires upon the expiration or abandonment of all valid claims. The agreement may be earlier terminated in its entirety by the Company at any time by giving MIT six months prior written notice. The agreement may also be terminated in its entirety by MIT if the Company, at any time, (i) defaults in the payment of any sum when due and fails to make such payment within thirty days after receipt of written notice, or (ii) commits a material breach of its obligations under the agreement (aside from item (i)) and fails to cure that breach within sixty days after receipt of written notice. Upon termination of the agreement for any reason, the rights and licenses granted to the Company shall terminate and revert to MIT. Upon termination of the agreement for any reason, MIT may terminate a sublicensee but will allow the Company to assign any sublicenses to MIT provided that the sublicensee is in good standing upon termination of the agreement with the Company. On June 30, 2023, in accordance with the provisions of the license agreement, the Company provided notice to MIT that the license agreement would terminate effective December 30, 2023. MIT owned 43,236 shares of the Company’s common stock as of December 31, 2023. Research Collaboration and License Agreement Exclusive License and Collaboration Agreement In February 2021, Cend entered into an Exclusive License and Collaboration Agreement (the “Qilu Agreement”) in which Cend granted an exclusive license to Qilu for the development and commercialization of LSTA1 in the Territory (defined as the Greater Area of China including China, Macau, Hong Kong, and Taiwan). Under the terms of the agreement, Qilu is solely responsible for the development of LSTA1 in its Territory. In consideration for the license, Qilu made an upfront payment of $10.0 million to Cend, which was recognized as revenue by Cend prior to the Merger. In addition, Cend received and recognized as revenue a $5.0 million development milestone prior to the Merger. The Company is eligible to receive additional developmental and commercial milestone payments up to $96.0 million and $125.0 million, respectively, tiered royalties on net sales ranging from 10% to 15%, and tiered sublicensing revenues ranging from 12% to 35%. Unless terminated early, the Qilu Agreement will continue in effect until the expiration of all Qilu payment obligations. Either party may terminate the Qilu Agreement if an undisputed material breach by the other party is not cured within a defined period of time, or upon notice for insolvency-related events of the other party that are not discharged within a defined time period. Qilu may terminate the Qilu Agreement in its entirety, at any time with at least sixty days written notice. All rights and obligations of Qilu with respect to such licensed patents and patent applications would terminate simultaneously.

Stockholders' Equity - Restricted Stock and Restricted Stock Unit Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restricted Stock
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning balance (in shares)	56,209
Granted (in shares)	159,950
Vested (in shares)	(65,511)
Forfeited (in shares)	(24,873)
Ending balance (in shares)	125,775	56,209
Weighted-Average
Beginning balance, Weighted average grant date fair value ($ per share)	$ 16.55
Granted, Weighted average grant date fair value ($ per share)	3.00	$ 13.76
Vested, Weighted average grant date fair value ($ per share)	9.03
Forfeited, Weighted average grant date fair value ($ per share)	3.28
Ending balance, Weighted average grant date fair value ($ per share)	$ 5.86	$ 16.55
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning balance (in shares)	32,286
Granted (in shares)	188,850
Vested (in shares)	(29,486)
Forfeited (in shares)	(78,850)
Ending balance (in shares)	112,800	32,286
Weighted-Average
Beginning balance, Weighted average grant date fair value ($ per share)	$ 9.29
Granted, Weighted average grant date fair value ($ per share)	3.00	$ 12.46
Vested, Weighted average grant date fair value ($ per share)	8.48
Forfeited, Weighted average grant date fair value ($ per share)	3.00
Ending balance, Weighted average grant date fair value ($ per share)	$ 3.37	$ 9.29

Income Taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Effective Income Tax Rate Reconciliation, Amount [Abstract]
U.S. Federal benefit at statutory rate	$ (4,865)	$ (11,908)
Permanent nondeductible expenses for U.S. taxes	875	7,238
Permanent nondeductible expenses for U.S. taxes	809	8,604
Change in state deferred	569	162
Tax Return to Provision	(58)	(1)
Tax Return to Provision	166	(25)
Other true ups	(22)	(21)
Section 382 NOL Limitation	0	18,553
Sale of New Jersey State NOLs	(2,330)	(2,479)
Valuation allowance for deferred tax assets	2,526	(22,602)
Tax benefit	$ (2,330)	$ (2,479)

Operating Leases - Future Minimum Lease Payments Under Lease Agreements (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Future Minimum Lease Payments
2024	$ 190
2025	143
Total lease payments	333
Less: Amounts representing interest	(28)
Present value of lease liabilities	$ 305	$ 485

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Name	GRANT THORNTON LLP
Auditor Location	New York, New York
Auditor Firm ID	248

Share-Based Compensation - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) employee shares
Share-Based Payment Arrangement [Abstract]
Shares modified (in shares) \| shares	186,600
Number of terminated employee \| employee	1
Incremental stock-based compensation expense \| $	$ 258

The Business (Details)	Jul. 01, 2023	Sep. 15, 2022 shares
Asset Acquisition [Line Items]
Number of shares authorized to be repurchased (in shares)		1,227,776
Percentage of ownership after transaction		52.00%
Caladrius
Asset Acquisition [Line Items]
Conversion ratio	0.067
CEND
Asset Acquisition [Line Items]
Conversion ratio		0.5338
Shares issued (in shares)		3,772,768

Stockholders' Equity - Equity Issuances (Details) - USD ($)		12 Months Ended
	Sep. 15, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 22, 2022	Jun. 04, 2021
Common Stock
Class of Stock [Line Items]
Stock issued (in shares)		87,000	11,000
Issuance of common stock in connection with Merger (in shares)	3,772,768		3,773,000
ATM Agreement
Class of Stock [Line Items]
Aggregate offering amount authorized per agreement					$ 50,000,000
Common stock outstanding				$ 43,600,000
Amount available for sale				$ 17,698,943
Percentage held by non-affiliates				33.00%
Stock issued (in shares)		64,394
Gross price amount		$ 270,774

Operating Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Operating Lease Liabilities and Right-of-Use Assets on Balance Sheet

Operating lease liabilities and right-of-use assets were recorded in the following captions of the Company's balance sheet as follows (in thousands):


	December 31, 2023		December 31, 2022
Right-of-Use Assets:
Other assets	$	308	$	487
Total Right-of-Use Asset	$	308	$	487

Operating Lease Liabilities:
Accrued liabilities	$	168	$	180
Other long-term liabilities	137		305
Total Operating Lease Liabilities	$	305	$	485

Schedule of Future Minimum Lease Payments Under Lease Agreements

Future minimum lease payments under the lease agreements as of December 31, 2023 were as follows (in thousands):


Years ended	Operating Leases

2024	190
2025	143
Total lease payments	333
Less: Amounts representing interest	(28)
Present value of lease liabilities	$	305

Income (Loss) Per Share (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of loss per share (in shares)	1,323	1,391
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of loss per share (in shares)	1,422	1,424
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of loss per share (in shares)	148	48

Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Total Lisata Therapeutics, Inc. Stockholders' Equity	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Treasury Stock	Non- Controlling Interest in Subsidiary
Beginning Balance (in shares) at Dec. 31, 2021			3,986,000
Beginning Balance at Dec. 31, 2021	$ 92,000	$ 92,254	$ 4	$ 546,044	$ (70)	$ (453,016)	$ (708)	$ (254)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(54,225)	(54,225)				(54,225)
Share-based compensation (in shares)			97,000
Share-based compensation	2,367	2,367		2,367
Net proceeds from issuance of common stock and warrants (in shares)			11,000
Net proceeds from issuance of common stock	43	43		43
Issuance of common stock in connection with Merger (in shares)			3,773,000
Issuance of common stock in connection with Merger	26,098	26,098	$ 4	26,094
Unrealized loss on marketable securities	52	52			52
Foreign currency translation adjustment	(11)				(11)
Ending Balance (in shares) at Dec. 31, 2022			7,867,000
Ending Balance at Dec. 31, 2022	66,324	66,578	$ 8	574,548	(29)	(507,241)	(708)	(254)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(20,840)	(20,840)				(20,840)		0
Share-based compensation (in shares)			114,000
Share-based compensation	1,947	1,947		1,947
Net proceeds from issuance of common stock and warrants (in shares)			87,000
Net proceeds from issuance of common stock	$ 321	321		321
Proceeds from option exercises (in shares)	82,500		83,000
Proceeds from option exercises	$ 155	155		155
Unrealized loss on marketable securities	12	12			12
Foreign currency translation adjustment	(25)				(25)
Ending Balance (in shares) at Dec. 31, 2023			8,151,000
Ending Balance at Dec. 31, 2023	$ 47,894	$ 48,148	$ 8	$ 576,971	$ (42)	$ (528,081)	$ (708)	$ (254)

Available-for-Sale-Securities - Contractual Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Amortized Cost
Less than one year	$ 44,662	$ 64,758
Greater than one year	0	0
Cost	44,662	64,758
Estimated Fair Value
Less than one year	44,657	64,740
Greater than one year	0	0
Estimated fair value	$ 44,657	$ 64,740

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (20,840)	$ (54,225)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (20,840)	$ (54,225)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity-based compensation expense	2,038	2,636
Depreciation and amortization	189	69
Gain on disposal of assets	3	0
In-process research and development expenses	0	30,393
Amortization/accretion on marketable securities	(960)	788
Changes in operating assets and liabilities:
Prepaid and other current assets	(824)	(845)
Other assets	274	237
Accounts payable, accrued liabilities and other liabilities	88	(223)
Net cash used in operating activities	(20,032)	(21,170)
Cash flows from investing activities:
Purchase of marketable securities	(98,479)	(89,687)
Sales of marketable securities	108,581	122,203
Asset acquisition costs, net of cash acquired related to Merger	0	(3,320)
Purchases of property and equipment	0	(285)
Net cash provided by investing activities	10,102	28,911
Cash flows from financing activities:
Proceeds from exercise of options	155	0
Tax withholding payments on net share settlement equity awards	(91)	(267)
Net proceeds from issuance of capital stock	321	43
Net cash provided by (used in) financing activities	385	(224)
Effect of Exchange Rate on Cash	(16)	(10)
Net (decrease) increase in cash and cash equivalents	(9,561)	7,507
Cash and cash equivalents at beginning of year	32,154	24,647
Cash and cash equivalents at end of year	22,593	32,154
Supplemental Disclosure of Cash Flow Information:
Issuance of common stock in connection with Merger	0	23,580
Incremental fair value of Cend's fully vested stock options assumed	$ 0	$ 2,136

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Common Stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	33,333,333	33,333,333
Common stock, shares, issued (in shares)	8,150,635	7,866,799
Common stock, shares, outstanding (in shares)	8,149,897	7,866,061
Treasury Stock
Treasury stock (in shares)	738	738

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

The accompanying consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of expenses during the reporting period. The Company bases its estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company makes critical estimates and assumptions in determining stock-based awards values and the valuation of the Merger, which was accounted for as an asset acquisition as substantially all of the fair value is concentrated in in-process research and development (“IPR&D”). Accordingly, actual results could differ from those estimates and assumptions.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Lisata Therapeutics, Inc. and its wholly owned and majority owned subsidiaries and affiliates. All intercompany activities have been eliminated in consolidation.

Foreign Currency Remeasurement

The Company’s reporting currency is the U.S. Dollar. The functional currency of Lisata Therapeutics Australia Pty Ltd. which is a foreign subsidiary of the Company is the Australian Dollar. The assets and liabilities of Lisata Therapeutics Australia Pty Ltd. are translated into U.S. Dollars at the exchange rates in effect at each balance sheet date, and the results of operations are translated using the average exchange rates prevailing throughout the reporting period. Adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars are included in the foreign currency translation adjustment, a component of accumulated other comprehensive income (loss) in stockholders' equity.

Cash and Cash Equivalents

Cash and cash equivalents include short-term, highly liquid, investments with maturities of ninety days or less when purchased.

Concentration of Risks

The Company is subject to credit risk from its portfolio of cash, cash equivalents and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Cash is held at major banks in the United States and may exceed federally insured limits. The goals of the Company's investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements, and a competitive after-tax rate of return.

Marketable Securities

The Company determines the appropriate classification of its marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. All of the Company's marketable securities are considered as available-for-sale and carried at estimated fair values and reported in cash equivalents and marketable securities. Unrealized gains and losses on available-for-sale securities are excluded from net income and reported in accumulated other comprehensive income (loss) as a separate component of stockholders' equity. Other income (expense), net, includes interest, dividends, amortization of purchase premiums and discounts, realized gains and losses on sales of securities and other-than-temporary declines in the fair value of securities, if any. The cost of securities sold is based on the specific identification method. The Company regularly reviews all of its investments for other-than-temporary declines in fair value. The Company's review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that it will be required to sell the securities before the recovery of their amortized cost basis. When the Company determines that the decline in fair value of an investment is below its accounting basis and this decline is other-than-temporary, it reduces the carrying value of the security it holds and records a loss for the amount of such decline.

Property and Equipment

The cost of property and equipment is depreciated over the estimated useful lives of the related assets. Depreciation is computed on the straight-line method. Repairs and maintenance expenditures that do not extend original asset lives are charged to expense as incurred. The estimated useful lives of property and equipment are as follows:


Furniture and fixtures			10 years
Computer equipment			3 years
Software			3 years
Leasehold improvements			Life of lease

Long-lived Assets

Long-lived assets consist of property and equipment. The assets are amortized on a straight-line basis over their respective useful lives. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds the fair value of the asset. If other events or changes in circumstances indicate that the carrying amount of an asset that the Company expects to hold and use may not be recoverable, the Company will estimate the undiscounted future cash flows expected to result from the use of the asset and/or its eventual disposition, and recognize an impairment loss, if any. The impairment loss, if determined to be necessary, would be measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Share-Based Compensation

The Company expenses all share-based payment awards to employees, directors, and consultants, including grants of stock options, warrants, and restricted stock, over the requisite service period based on the grant date fair value of the awards. Consultant awards are remeasured each reporting period through vesting. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. The Company determines the fair value of option awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options or

warrants. Stock based compensation expense also includes an estimate, which is made at the time of the grant, of the number of awards that are expected to be forfeited. The fair value of the Company’s restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant.

Loss Per Share

Basic loss per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period. Diluted loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding. Diluted loss per share is not presented as such potentially dilutive securities are anti-dilutive to losses incurred in all periods presented.

Treasury Stock

Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains or losses on the subsequent reissuance of shares are credited or charged to additional paid-in capital.

Research and Development Costs

Research and development (“R&D”) expenses include salaries, benefits, and other headcount related costs, clinical trial and related clinical manufacturing costs, contract and other outside service fees including sponsored research agreements, and facilities and overhead costs. The Company expenses the costs associated with research and development activities when incurred.

To further drive the Company’s product candidate initiatives, the Company will continue targeting key governmental agencies, congressional committees and not-for-profit organizations to contribute funds for the Company’s research and development programs. The Company accounts for such grants as a deduction to the related expense in research and development operating expenses when earned.

In-process Research and Development Expense

Upfront payments that relate to the acquisition of a new drug compound, as well as pre-commercial milestone payments, are immediately expensed as IPR&D in the period in which they are incurred, provided that the new drug compound did not also include processes or activities that would constitute a “business” as defined under U.S. GAAP, the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, has no established alternative future use. The Company accounts for contingent consideration payable upon achievement of certain regulatory, development or sales milestones in such asset acquisitions when the underlying contingency is probable and estimable. Milestone payments made to third parties subsequent to regulatory approval will be capitalized as intangible assets and amortized over the estimated remaining useful life of the related product.

Revenue Recognition

The Company evaluates license and collaboration arrangements to determine whether units of account within the arrangement exhibit the characteristics of a vendor and customer relationship. For arrangements and units of account where a customer relationship exists, the Company applies the revenue recognition guidance. The Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. At contract inception, the Company assesses the goods or services promised within each contract and assesses whether each promised good or service is distinct and determines those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance

obligation is satisfied. Taxes imposed by governmental authorities on the Company's revenue, such as sales taxes and withholding taxes, are excluded from net revenue.

If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. If licenses are bundled with other performance obligations, the Company would utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue.

Milestones and Royalties

Milestones

At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company or the Company’s collaboration partner’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such milestones and any related constraint, and if necessary, adjusts the Company’s estimate of the overall transaction price. Any such adjustments are allocated on a cumulative catch-up basis to satisfied and partially satisfied performance obligations, with the consideration allocated to an ongoing performance obligation being recognized over the period of performance. For the years ended December 31, 2023 and 2022 the Company has not recognized revenue related to milestones.

Royalties

For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue from any collaborative arrangement.

The Business	12 Months Ended
The Business	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
The Business	The Business Overview Lisata Therapeutics, Inc. (together with its subsidiaries, the “Company”) is a clinical-stage pharmaceutical company dedicated to the discovery, development, and commercialization of innovative therapies for the treatment of solid tumors and other major diseases. The Company's lead investigational product candidate, LSTA1, is designed to activate a novel uptake pathway that allows co-administered or tethered (i.e., molecularly bound) anti-cancer drugs to target and penetrate solid tumors more effectively. LSTA1 actuates this active transport system in a tumor-specific manner, resulting in systemically co-administered anti-cancer drugs more efficiently penetrating and accumulating in the tumor, while normal tissues are unlikely to be affected. LSTA1 also has the potential to modify the tumor microenvironment (“TME”), thereby making tumors more susceptible to immunotherapies and inhibiting the metastasis cascade (i.e., the spread of cancer to other parts of the body). The Company and its collaborators have amassed significant non-clinical data demonstrating enhanced delivery of a range of existing and emerging anti-cancer therapies, including chemotherapeutics, immunotherapies and RNA-based therapeutics. To date, LSTA1 has also demonstrated favorable safety, tolerability and activity in completed and ongoing clinical trials designed to enhance delivery of standard-of-care chemotherapy for pancreatic cancer. The Company is exploring the potential of LSTA1 to enable a variety of treatment modalities to treat a range of solid tumors more effectively. Currently, LSTA1, is the subject of Phase 2a and 2b clinical studies being conducted globally in a variety of solid tumor types, including metastatic pancreatic ductal adenocarcinoma (mPDAC), cholangiocarcinoma, head and neck cancer, appendiceal cancer, colon cancer and glioblastoma multiforme in combination with a variety of anti-cancer regimens. The Company's legacy CD34+ cell therapy technology was the subject of several clinical trials targeting an array of diseases, among them, critical limb ischemia, coronary microvascular dysfunction, and diabetic kidney disease. Further development of such programs would require significantly larger studies and capital investment and thus, development by Lisata would only be continued if a strategic partner that can contribute the necessary capital for future development is identified. The Company's leadership team has decades of collective biopharmaceutical and pharmaceutical product development experience across a variety of therapeutic categories and at all stages of development from preclinical through to product registration and launch. The Company's goal is to develop and commercialize products that address important unmet medical needs. Merger with Cend Therapeutics, Inc. and Name Change On September 15, 2022, the Company, then operating as Caladrius Biosciences, Inc. (“Caladrius"), completed its acquisition of Cend Therapeutics, Inc. (“Cend”), a Delaware corporation (the “Merger”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of April 26, 2022, by and among Caladrius, Cend and CS Cedar Merger Sub, Inc. (“Merger Sub”). Pursuant to the terms set forth in the Merger Agreement and effective September 15, 2022 (the “Effective Time”): (i) Merger Sub merged with and into Cend, with Cend surviving as a wholly owned subsidiary of Caladrius, (ii) Caladrius changed its name to Lisata Therapeutics, Inc., and (iii) Caladrius effected a 1:15 reverse stock split of its common stock (“Reverse Stock Split”) prior to the Effective Time. At the Effective Time, each share of Cend's common stock outstanding immediately prior to the Effective Time was converted into the right to receive shares of Lisata’s common stock based on an exchange ratio of 0.5338, after taking into account the Reverse Stock Split (the “Exchange Ratio”). In connection with the Merger close, the Company issued an aggregate of 3,772,768 shares of common stock, based on the Exchange Ratio, to holders of Cend, in exchange for all of the Cend capital stock outstanding immediately prior to the closing of the Merger. Pursuant to the Merger Agreement, Lisata assumed all of the outstanding and unexercised options to purchase shares of Cend capital stock under the 2016 Equity Incentive Plan (the “Cend Plan”), and, in connection with the Merger, such options were converted into options to purchase shares of Lisata’s common stock based on the Exchange Ratio. At the closing of the Merger at the Effective Time, the Company assumed Cend's stock options to purchase an aggregate of 1,227,776 shares of the Company's common stock. Caladrius was considered to be the accounting acquirer based on the terms of the Merger Agreement and certain factors including: (i) Caladrius owned approximately 52% of the Company's outstanding shares of common stock immediately following the close of the Merger; (ii) although both entities contributed to the new management team of Lisata, the Caladrius team provided a vast majority of the individuals on the management team and holds the chief executive officer (“CEO”), chief medical officer (“CMO”) and other senior management roles; (iii) Caladrius paid a premium to acquire Cend’s assets; and (iv) Caladrius was significantly larger than Cend regarding total assets, operations, and research and development activities. The Merger was accounted for as an asset acquisition as substantially all of the fair value is concentrated in in-process research and development (“IPR&D”). Cend’s assets (except for cash and working capital) were measured and recognized as an allocation of the transaction price based on their relative fair values as of the transaction date with any value associated with IPR&D with no alternative future use being expensed as reported in the consolidated statement of operations. Operating results presented in the consolidated statements of operations and comprehensive loss prior to the Merger are solely related to Caladrius Biosciences, Inc. and subsidiaries. Reverse Stock Split On September 14, 2022, in connection with the Merger, the Company implemented the Reverse Stock Split, as authorized at the annual meeting of stockholders on September 13, 2022. The Reverse Stock Split became effective on September 14, 2022 at 5:00 pm and the Company's common stock began trading on The Nasdaq Capital Market on a post-split basis at the open of business on September 15, 2022. As of September 14, 2022, every fifteen shares of the Company’s issued and outstanding common stock (and such shares held in treasury) were automatically converted into one share of common stock, without any change in the par value per share. In addition, proportionate adjustments were made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, stock appreciation rights, convertible notes and warrants to purchase shares of common stock, the number of shares issuable upon the vesting of all restricted stock awards, and the number of shares of common stock reserved for issuance pursuant to the Company’s equity incentive compensation plans. Any stockholder who would otherwise be entitled to a fractional share of common stock created as a result of the Reverse Stock Split received a cash payment equal to the product of such resulting fractional interest in one share of common stock multiplied by the closing trading price of the common stock on September 15, 2022. The Reverse Stock Split was effectuated in order to increase the per share trading price of the Company's common stock to satisfy the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market. All share and per share amounts of common stock, options and warrants in the accompanying financial statements have been restated for all periods presented to give retroactive effect to the Reverse Stock Split. Accordingly, the consolidated statements of equity reflect the impact of the Reverse Stock Split by reclassifying from “common stock” to “additional paid-in capital” in an amount equal to the par value of the decreased shares resulting from the Reverse Stock Split. Basis of Presentation The accompanying consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of expenses during the reporting period. The Company bases its estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company makes critical estimates and assumptions in determining stock-based awards values and the valuation of the Merger, which was accounted for as an asset acquisition as substantially all of the fair value is concentrated in in-process research and development (“IPR&D”). Accordingly, actual results could differ from those estimates and assumptions. Principles of Consolidation The Consolidated Financial Statements include the accounts of Lisata Therapeutics, Inc. and its wholly owned and majority owned subsidiaries and affiliates. All intercompany activities have been eliminated in consolidation. Foreign Currency Remeasurement The Company’s reporting currency is the U.S. Dollar. The functional currency of Lisata Therapeutics Australia Pty Ltd. which is a foreign subsidiary of the Company is the Australian Dollar. The assets and liabilities of Lisata Therapeutics Australia Pty Ltd. are translated into U.S. Dollars at the exchange rates in effect at each balance sheet date, and the results of operations are translated using the average exchange rates prevailing throughout the reporting period. Adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars are included in the foreign currency translation adjustment, a component of accumulated other comprehensive income (loss) in stockholders' equity.

Share-Based Compensation - Compensation Cost Not Yet Recognized (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 186
Expected weighted-average period in years of compensation cost to be recognized	1 year 8 months 12 days
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 76
Expected weighted-average period in years of compensation cost to be recognized	1 year 6 months 18 days
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 391
Expected weighted-average period in years of compensation cost to be recognized	1 year 6 months 10 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
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-Section 35
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair value of financial assets and liabilities that are being measured and reported are defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market at the measurement date (exit price). The Company is required to classify fair value measurements in one of the following categories:

Level 1 inputs are defined as quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 inputs are defined as inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly.

Level 3 inputs are defined as unobservable inputs for the assets or liabilities. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2023 and December 31, 2022 were as follows (in thousands):


	December 31, 2023								December 31, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	16,715	$	—	$	—	$	16,715	$	27,668	$	—	$	—	$	27,668
Marketable securities - available for sale	—		27,942		—		27,942		—		37,072		—		37,072
	$	16,715	$	27,942	$	—	$	44,657	$	27,668	$	37,072	$	—	$	64,740

The carrying values of cash, cash equivalents, accounts payable and accrued expenses approximate fair value at December 31, 2023 and December 31, 2022, due to the short maturity nature of these items.

- Definition

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

+ References + Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Property and Equipment

The estimated useful lives of property and equipment are as follows:


Furniture and fixtures			10 years
Computer equipment			3 years
Software			3 years
Leasehold improvements			Life of lease

Property and equipment consisted of the following (in thousands):


	December 31,
	2023		2022
Furniture and fixtures	$	—	$	25
Computer equipment	589		589
Leasehold improvements	72		99
Property and equipment, gross	661		713
Accumulated depreciation	(486)		(417)
Property and equipment, net	$	175	$	296

Research Collaboration and License Agreement (Details) - Exclusive License and Collaboration Agreement - Qilu - License - USD ($) $ in Millions		1 Months Ended
	Sep. 14, 2022	Feb. 28, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contract with customer, liability		$ 10.0
Milestone revenue	$ 5.0
Option to terminate		60 days
Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Variable consideration amounts, milestones		$ 96.0
Percentage of net sale		10.00%
Percentage of sublicensing revenues		12.00%
Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Variable consideration amounts, milestones		$ 125.0
Percentage of net sale		15.00%
Percentage of sublicensing revenues		35.00%

Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Accrued Liabilities [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities were as follow (in thousands):


	December 31,
	2023		2022
Salaries, employee benefits and related taxes	$	2,665	$	2,586
Operating lease liabilities - current	168		180
Clinical and R&D related liabilities	1,046		785
Accounting and consulting	57		66
Other	233		111
	$	4,169	$	3,728

Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders' Equity

Reverse Stock Split

On September 14, 2022, in connection with the Merger, the Company implemented the Reverse Stock Split, as described in Note 1. All share and per share amounts of common stock, options and warrants in the accompanying financial statements have been restated for all periods presented to give retroactive effect to the Reverse Stock Split. Accordingly, the consolidated statements of equity reflect the impact of the Reverse Stock Split by reclassifying from “common stock” to “additional paid-in capital” in an amount equal to the par value of the decreased shares resulting from the Reverse Stock Split.

Equity Plans

The Company has used long-term incentive plans for the purpose of granting equity awards to employees of the Company, including officers, and nonemployees, including consultants and nonemployee members of the Company's board of directors (collectively, the “Participants”). The Participants may receive awards as determined by a committee of independent members of the Company's board of directors or, to the extent authorized by such committee with respect to certain Participants, a duly authorized employee (collectively, the “Committee”). The incentive plan currently used by the Company is the 2018 Equity Incentive Compensation Plan (the “2018 Plan”), as adopted by the stockholders of the Company in June 2018, and subsequently increased by the stockholders of the Company in June 2023 with 400,000 shares authorized for issuance thereunder and in September 2022 with 333,333 shares authorized for issuance thereunder and in June 2021 with 400,000 shares authorized for issuance thereunder and in June of 2020 with 166,667 shares authorized for issuance thereunder, plus any shares awarded under the 2015 Equity Compensation Plan (the “2015 Plan”) or the Amended and Restated 2009 Equity Compensation Plan (the “2009 Plan”) that are not issued due to their subsequent forfeiture, cancellation, or other settlement thereof. Concurrent with the adoption of the 2018 Plan, no future awards will occur under the 2015 Plan or the 2009 Plan. The awards that may be made under the 2018 Plan include: (a) incentive stock options and nonqualified stock options, (b) shares of restricted stock, (c) restricted stock units, and (d) other kinds of equity-based compensation awards. All stock options under the 2015 Plan and 2009 Plan were granted and the 2018 Plan are granted at the fair market value of the common stock at the grant date. Stock options vest either on the date of grant, ratably over a period determined at time of grant (typically over 3 years) or upon the accomplishment of specified business milestones, and generally expire 2, 3, or 10 years from the grant date depending on the

status of the recipient as a nonemployee, employee or director of the Company. As of December 31, 2023 and 2022 there were 593,141 shares and 578,097 shares, respectively available for future grants under the 2018 Plan. No additional awards may be made under the 2015 Plan or the 2009 Plan.

The Company adopted an employee stock purchase plan effective January 1, 2013 and authorized 3,333 shares under the plan (the “2012 ESPP”). The plan has two six-month offering periods per year under which eligible employees may contribute up to 15% of their compensation toward the purchase of the Company's common stock per offering period (with a $25,000 fair market value cap per calendar year). The employee's purchase price is equal to (i) 85% of the closing price of a share of the Company's common stock on the enrollment date of such offering period or (ii) 85% of the closing price of a share of the Company's common stock on the Exercise Date of such Offering Period, whichever is lower. In May 2017, the Company's stockholders approved an amendment and restatement to the 2012 ESPP (the “2017 ESPP”) in order to effect an increase of authorized shares from 3,333 to 6,667. In June 2018, the Company's stockholders approved an amendment to the 2017 ESPP (the “Amended 2017 ESPP”) in order to effect an increase of authorized shares from 6,667 to 33,333. In June 2023, the Company's stockholders approved an amendment to the Amended 2017 ESPP in order to effect an increase of authorized shares from 33,333 to 68,333.

During the year ended December 31, 2023, 22,441 shares were issued under the Amended 2017 ESPP. At December 31, 2023 and 2022, the Company had 21,911 shares and 9,352 shares, respectively of the Company's common stock available for future grant in connection with this plan.

Equity Issuances

At The Market Offering Agreement

On June 4, 2021, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC as sales agent, in connection with an “at the market offering” under which the Company from time to time may offer and sell shares of its common stock, having an aggregate offering price of up to $50.0 million. Subsequent to the filing of the Company's Form 10-K on March 22, 2022, the aggregate market value of its outstanding common stock held by non-affiliates was approximately $43.6 million. Pursuant to General Instruction I.B.6 of Form S-3, since the aggregate market value of the Company's outstanding common stock held by non-affiliates was below $75.0 million at the time of such Form 10-K filing, the aggregate amount of securities that the Company is permitted to offer and sell was reduced to $17,698,943, which was equal to one-third of the aggregate market value of the Company's common stock held by non-affiliates as of September 21, 2022. During the twelve months ended December 31, 2023, the Company issued 64,394 shares of common stock under the ATM Agreement for net proceeds of $270,774. Since inception, the Company has issued 64,394 shares of common stock under the ATM Agreement for net proceeds of $270,774.

Common Stock

In connection with the Merger closing on September 15, 2022, the Company issued an aggregate of 3,772,768 shares of common stock, based on the Exchange Ratio, to holders of Cend, in exchange for all of the Cend capital stock outstanding immediately prior to the closing of the Merger.

Stock Options and Warrants

In connection with the Merger and after giving effect to the Reverse Stock Split, the Company assumed 1,227,776 of Cend's outstanding options. The options granted under the Cend Plan are exercisable at various dates as determined upon grant and will expire no more than ten years from their original date of grant. The Cend Plan stock options generally vest over a four-year term. The following table summarizes the activity for stock options and warrants for the year ended December 31, 2023:


	Stock Options						Warrants
	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In Thousands)		Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In Thousands)
Outstanding at December 31, 2022	1,391,352	$	10.83	7.03	$	187.6	1,423,774	$	42.57	3.37	$	—

Changes during the Year:
Granted	182,846	$	3.45				—	—

Exercised	(82,500)	$	1.88				—	—
Forfeited	(144,594)	$	3.63				—	—
Expired	(24,603)	$	29.60				(2,000)	88.35
Outstanding at December 31, 2023	1,322,501	$	10.81	6.06	$	164.1	1,421,744	$	42.51	2.42	$	—
Vested at December 31, 2023 or expected to vest in the future	1,319,053	$	10.83	6.05	$	164.1	1,421,744	$	42.51	2.42	$	—
Exercisable at December 31, 2023	1,229,103	$	11.25	5.84	$	159.9	1,421,744	$	42.51	2.42	$	—

Restricted Stock

During the years ended December 31, 2023 and 2022, the Company issued restricted stock for services as follows ($ in thousands, except share data):



	2023		2022
Number of Restricted Stock Issued	159,950		70,740
Value of Restricted Stock Issued	$	479.9	$	973.4

The weighted average estimated fair value of restricted stock issued for services in the years ended December 31, 2023 and 2022 was $3.00 and $13.76 per share, respectively. The fair value of the restricted stock was determined using the Company’s closing stock price on the date of issuance. The vesting terms of restricted stock issuances are generally between one to four years.

The following is a summary of the changes in non-vested restricted stock for the year ended December 31, 2023:


	Restricted Stock Shares	Weighted Average Grant-Date Fair Value
Non-vested at December 31, 2022	56,209	$	16.55

Changes during the Year:
Granted	159,950	$	3.00
Vested	(65,511)	$	9.03
Forfeited	(24,873)	$	3.28
Non-vested at December 31, 2023	125,775	$	5.86

Restricted Stock Units

During the years ended December 31, 2023 and 2022, the Company issued restricted stock units for services as follows ($ in thousands, except share data):



	2023		2022
Number of Restricted Stock Units Issued	188,850		111,170
Value of Restricted Stock Units Issued	$	566.6	$	1,385.5

The weighted average estimated fair value of restricted stock units issued for services in the years ended December 31, 2023 and 2022 was $3.00 and $12.46 per share, respectively. The fair value of the restricted stock units was determined using the Company’s closing stock price on the date of issuance. The vesting terms of restricted stock unit issuances are generally one year, or upon the achievement of performance-based milestones.

The following is a summary of the changes in non-vested restricted stock units for the year ended December 31, 2023:


	Restricted Stock Units	Weighted Average Grant-Date Fair Value
Non-vested at December 31, 2022	32,286	$	9.29

Changes during the Year:
Granted	188,850	$	3.00
Vested	(29,486)	$	8.48
Forfeited	(78,850)	$	3.00
Non-vested at December 31, 2023	112,800	$	3.37

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Income Taxes - Loss from Operations Before Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
United States	$ (21,477)	$ (56,175)
Australia	(1,693)	(529)
Net loss before benefit from income taxes and noncontrolling interests	$ (23,170)	$ (56,704)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Contingencies	12 Months Ended
Contingencies	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Contingencies	Contingencies From time to time, the Company is subject to legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of pending claims cannot be predicted with certainty, the Company does not believe that the outcome of any pending claims will have a material adverse effect on the Company's financial condition or operating results. The Company has elected to recognize expense for legal fees as incurred when the legal services are provided. In May 2021, Cend received a written threat of litigation on behalf of a Chinese entity called Lingmed Limited (“Lingmed”) claiming Lingmed was entitled to a success fee based on Cend’s Collaboration and License Agreement with Qilu Pharmaceuticals. Cend responded by denying that Lingmed is entitled to a success fee under the terms of their agreement. In May 2022, Cend was served with a complaint filed by Lingmed in the San Diego County Superior Court, alleging claims for breach of contract, fraud and declaratory relief. Cend’s response to the complaint was filed on June 6, 2022. Lingmed filed an answer to Cend’s response on July 11, 2022. At a Case Management Conference held on August 4, 2023, the Court set a trial date in the matter for August 2, 2024. The Company denies these allegations made by Lingmed and intends to vigorously defend itself.

License Agreements (Details) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
License Agreements (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Mar. 31, 2021	Dec. 31, 2015	Dec. 31, 2023	Oct. 03, 2023	Jul. 31, 2023	Jun. 30, 2022	Dec. 31, 2016
Impilo
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment owned (in shares)						766,000
Sanford Burnham Prebys \| Impilo
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment owned (in shares)					191,500
Sanford Burnham Prebys \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued under license agreement (in shares)			382,030
Annual license maintenance fee	$ 20		$ 10
Annual license maintenance fee, year seven			20
Potential milestone payments	$ 23,200		$ 10,600
Royalties, net of sales	4.00%		4.00%
Sublicensing fee								25.00%
Option to terminate			60 days
Termination of contract, lapse of payment			30 days
Annual license maintenance fee, year four	$ 30
Sanford Burnham Prebys \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sublicensing fee	10.00%
Sanford Burnham Prebys \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sublicensing fee	25.00%
University of California at San Diego \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Potential milestone payments		$ 1,200
Royalties, net of sales		1.50%
Option to terminate		90 days
Time to cure default		60 days
University of California at San Diego \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sublicensing fee							10.00%
University of California at San Diego \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sublicensing fee		20.00%
Massachusetts Institute of Technology \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Annual license maintenance fee	$ 20
Potential milestone payments	$ 5,000
Royalties, net of sales	2.00%
Option to terminate	6 months
Termination of contract, lapse of payment	30 days
Annual license maintenance fee, year four	$ 50
Shares held by third party (in shares)				43,236
Time to cure default	60 days
Annual license maintenance fee, years two and three	$ 25
Annual license maintenance fee, after first sale	150
Change of control fee	$ 300
Massachusetts Institute of Technology \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| CEND
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued (in shares)				43,236
Massachusetts Institute of Technology \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Minimum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sublicensing fee	3.00%
Massachusetts Institute of Technology \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sublicensing fee	20.00%

Accrued Liabilities

12 Months Ended

Dec. 31, 2023

Accrued Liabilities [Abstract]

Accrued Liabilities

Accrued liabilities were as follow (in thousands):


	December 31,
	2023		2022
Salaries, employee benefits and related taxes	$	2,665	$	2,586
Operating lease liabilities - current	168		180
Clinical and R&D related liabilities	1,046		785
Accounting and consulting	57		66
Other	233		111
	$	4,169	$	3,728

Summary of Significant Accounting Policies - Useful Lives (Details)	Dec. 31, 2023
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Useful life (in years)	10 years
Computer equipment
Property, Plant and Equipment [Line Items]
Useful life (in years)	3 years
Software
Property, Plant and Equipment [Line Items]
Useful life (in years)	3 years

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (20,840)	$ (54,225)
Other comprehensive income (loss):
Available for sale securities - net unrealized gain	12	52
Cumulative translation adjustment arising during the period	(25)	(11)
Total other comprehensive income (loss)	(13)	41
Comprehensive loss	(20,853)	(54,184)
Comprehensive income (loss) attributable to noncontrolling interests	0	0
Comprehensive loss attributable to Lisata Therapeutics, Inc. common stockholders	$ (20,853)	$ (54,184)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

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Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

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Amount after tax and reclassification adjustments of other comprehensive income (loss).

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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-2

Reference 38: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

Reference 39: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

+ Details

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Expenses:
Research and development	$ 12,734	$ 13,067
In-process research and development	0	30,393
General and administrative	12,974	14,141
Operating expenses	25,708	57,601
Operating loss	(25,708)	(57,601)
Other income (expense):
Investment income, net	2,724	1,052
Other expense, net	(186)	(155)
Total other income	2,538	897
Net loss before benefit from income taxes and noncontrolling interests	(23,170)	(56,704)
Benefit from income taxes	(2,330)	(2,479)
Net loss	(20,840)	(54,225)
Less - net income (loss) attributable to noncontrolling interests	0	0
Net loss attributable to Lisata Therapeutics, Inc. common stockholders	$ (20,840)	$ (54,225)
Basic and diluted loss per share:
Lisata Therapeutics, Inc. common stockholders - basic (in dollars per share)	$ (2.58)	$ (10.47)
Lisata Therapeutics, Inc. common stockholders - diluted (in dollars per share)	$ (2.58)	$ (10.47)
Weighted average common shares outstanding:
Basic (in shares)	8,073	5,180
Diluted (in shares)	8,073	5,180

Operating Leases - Balance Sheet Presentation (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Right-of Use Assets:
Right-of-use assets	$ 308	$ 487
Right-of-use assets, balance sheet line item	Other assets	Other assets
Operating Lease Liabilities:
Operating lease liabilities - current	$ 168	$ 180
Operating lease liabilities, noncurrent	137	305
Operating lease liabilities	$ 305	$ 485
Operating lease liabilities, current, balance sheet line item	Accrued liabilities	Accrued liabilities
Operating lease liabilities, noncurrent, balance sheet line item	Other long-term liabilities	Other long-term liabilities

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 22,593	$ 32,154
Marketable securities	27,942	37,072
Prepaid and other current assets	3,389	2,650
Total current assets	53,924	71,876
Property and equipment, net	175	296
Acquired license-intangible, net	263	334
Other assets	332	528
Total assets	54,694	73,034
Liabilities
Accounts payable	2,421	2,655
Accrued liabilities	4,169	3,728
Total current liabilities	6,590	6,383
Other long-term liabilities	210	327
Total liabilities	6,800	6,710
Commitments and Contingencies (Note 14)
Stockholders' Equity
Common stock, $0.001 par value, authorized 33,333,333 shares; issued 8,150,635 and 7,866,799 shares, at December 31, 2023 and December 31, 2022, respectively; and outstanding, 8,149,897 and 7,866,061 shares, at December 31, 2023 and December 31, 2022, respectively	8	8
Additional paid-in capital	576,971	574,548
Treasury stock, at cost; 738 shares at December 31, 2023 and December 31, 2022 respectively	(708)	(708)
Accumulated deficit	(528,081)	(507,241)
Accumulated other comprehensive loss	(42)	(29)
Total Lisata Therapeutics, Inc. stockholders' equity	48,148	66,578
Non-controlling interests	(254)	(254)
Total equity	47,894	66,324
Total liabilities, non-controlling interests and stockholders' equity	$ 54,694	$ 73,034

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consisted of the following (in thousands):


	December 31,
	2023		2022
Furniture and fixtures	$	—	$	25
Computer equipment	589		589
Leasehold improvements	72		99
Property and equipment, gross	661		713
Accumulated depreciation	(486)		(417)
Property and equipment, net	$	175	$	296

The Company’s results included depreciation expense of approximately $0.1 million and $0.1 million for the years ended December 31, 2023 and 2022, respectively.

Australia Research and Development Tax Incentive	12 Months Ended
Australia Research and Development Tax Incentive	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Australia Research and Development Tax Incentive	Australia Research and Development Tax Incentive The Company’s Australian subsidiary, which conducts core research and development activities, is eligible to receive a refundable tax incentive between 43.5% to 48.5% (depending upon the income tax rate) for qualified research and development activities. As of December 31, 2023 and 2022, the Company had $1.0 million and $0.7 million, respectively, recorded as an income tax incentive receivable in prepaid and other current assets in the consolidated balance sheets, as the Company determined that the expenses met the eligibility criteria and the amounts claimed are expected to be received shortly after the related tax returns are filed. On September 4, 2023 the Company's Australian subsidiary received a $0.6 million tax refund from the Australian Taxation Office related to the 2022 tax year.

Share-Based Compensation - Valuation Assumptions (Details) - Stock Options	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Valuation Assumptions
Expected volatility - minimum	74.00%	76.00%
Expected volatility - maximum	77.00%	78.00%
Weighted Average volatility	75.00%	76.00%
Expected dividend yield	0.00%	0.00%
Risk-free interest rate - minimum	3.63%	1.62%
Risk-free interest rate - maximum	4.68%	2.90%
Minimum
Valuation Assumptions
Expected term (in years)	3 years	6 years
Maximum
Valuation Assumptions
Expected term (in years)	6 years	6 years

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Feb. 29, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-33650
Entity Registrant Name	LISATA THERAPEUTICS, INC.
Entity Central Index Key	0000320017
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-2343568
Entity Address, Address Line One	110 Allen Road, 2nd Floor
Entity Address, City or Town	Basking Ridge
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07920
City Area Code	908
Local Phone Number	842-0100
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	LSTA
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction Flag	false
Entity Shell Company	false
Entity Public Float			$ 25.1
Entity Common Stock, Shares Outstanding		8,307,433
Documents Incorporated by Reference	The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K: Certain information required in Part III of this Annual Report on Form 10-K is incorporated by reference from the Registrant's Proxy Statement for the 2024 Annual Meeting of Stockholders. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the Registrant's fiscal year ended December 31, 2023.

Share-Based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation [Line Items]
Share-based compensation expense	$ 2,038	$ 2,636
Research and development
Share-based Compensation [Line Items]
Share-based compensation expense	540	776
General and administrative
Share-based Compensation [Line Items]
Share-based compensation expense	$ 1,498	$ 1,860

Income Taxes - Components of Benefit from Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current
U.S. Federal	$ 0	$ 0
State and local	0	0
Total current income tax provision (benefit)	0	0
Deferred
U.S. Federal	0	0
State and local	(2,330)	(2,479)
Total deferred income tax provision (benefit)	(2,330)	(2,479)
Total
U.S. Federal	0	0
State and local	(2,330)	(2,479)
Tax benefit	$ (2,330)	$ (2,479)

Merger (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 15, 2022	Dec. 31, 2023	Dec. 31, 2022
Asset Acquisition [Line Items]
Number of common shares of the combined company owned by Cend stockholders (in shares)		8,149,897	7,866,061
CEND
Asset Acquisition [Line Items]
Total purchase price	$ 36,098
Number of common shares of the combined company owned by Cend stockholders (in shares)	3,772,768
Multiplied by the fair value per share of Lisata common stock on September 15, 2022	$ 6.25
Total	$ 23,580
Carrying value of Lisata's cost method investment in Cend	10,000
Incremental fair value of Cend's fully vested stock options	2,136
Lisata transaction costs	382
Cash and cash equivalents	7,062
Net working capital (excluding cash)	(1,690)
Other liabilities	(22)
Acquired in-process research and development	30,393
License	$ 355

Merger (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Asset Acquisition

The following table is a summary of the purchase price calculation (in thousands except per share data).






Number of common shares of the combined company owned by Cend stockholders			3,772,768
Multiplied by the fair value per share of Lisata common stock on September 15, 2022			$6.25
Total			$23,580
Carrying value of Lisata's cost method investment in Cend			10,000
Incremental fair value of Cend's fully vested stock options			2,136
Lisata transaction costs			382
Total purchase price			$36,098

The allocation of the purchase price was as follows (amounts in thousands):






Cash and cash equivalents			$7,062
Net working capital (excluding cash)			(1,690)
Other liabilities			(22)
Acquired in-process research and development			30,393
License			355

Net assets acquired			$36,098

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Provision for Income Taxes Based on Loss from Operations

The provision (benefit) for income taxes is based on loss from operations before provision for income taxes and noncontrolling interests as follows ($ in thousands):


	Years Ended December 31,
Pre-tax book income	2023		2022
United States	$	(21,477)	$	(56,175)
Australia	(1,693)		(529)
Total	$	(23,170)	$	(56,704)

Schedule of Benefit from Income Taxes

The provision (benefit) from income taxes was as follows ($ in thousands):


	Years Ended December 31,
	2023		2022
Current
U.S. Federal	$	—	$	—
State and local	—		—
	$	—	$	—

Deferred
U.S. Federal	$	—	$	—
State and local	(2,330)		(2,479)
	$	(2,330)	$	(2,479)

Total
U.S. Federal	$	—	$	—
State and local	(2,330)		(2,479)
	$	(2,330)	$	(2,479)

Schedule of Reconciliation of Effective Income Taxes

The provision (benefit) for income taxes is determined by applying the U.S. Federal statutory rate of 21% to income before income taxes, and the components are set forth below ($ in thousands):


	Years Ended December 31,
	2023		2022
U.S. Federal benefit at statutory rate	$	(4,865)	$	(11,908)
Permanent nondeductible expenses for U.S. taxes	875		7,238
Change in state deferred	809		8,604
Tax Return to Provision	(58)		(1)
Expired options	569		162
Other true ups	166		(25)
AUS Foreign Rate Differential	(22)		(21)
Section 382 NOL Limitation	—		18,553
Sale of New Jersey State NOLs	(2,330)		(2,479)
Valuation allowance for deferred tax assets	2,526		(22,602)
Tax benefit	$	(2,330)	$	(2,479)

Schedule of Components Deferred Income Taxes

Deferred income taxes at December 31, 2023 and 2022 consist of the following ($ in thousands):


	December 31,
	2023		2022
Deferred Tax Assets:
Accumulated net operating losses (tax effected)	$	12,736	$	13,132


Lease liability	86		136
Share-based compensation	2,370		3,027
Intangibles	889		944
Capitalized research and development	6,662		5,018



Accumulated depreciation	10		14
Accrued payroll	218		118

Other	638		579
Deferred tax assets	23,609		22,968

Deferred Tax Liabilities:
Right-of-use asset	$	(87)	$	(137)
Cash to accrual	—		(99)
Deferred tax liabilities	(87)		(236)
Net deferred tax asset	23,522		22,732
Valuation allowance	(23,522)		(22,732)
Net deferred tax asset	$	—	$	—

Schedule of Unrecognized Tax Benefits Roll Forward

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:


	Years Ended December 31,
	2023		2022
Gross unrecognized tax benefit, beginning of period	$	344	$	—
Additions based on tax positions related to the current year	—		—
Additions based on tax positions related to the prior years	—		344
Reductions due to lapse in statute of limitations and settlements	—		—
Gross unrecognized tax benefit, end of period	$	344	$	344

Available-for-Sale-Securities - Classification on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Securities, Available-for-sale [Line Items]
Available-for-sale debt securities	$ 44,657	$ 64,740
Cash and cash equivalents
Debt Securities, Available-for-sale [Line Items]
Available-for-sale debt securities	16,715	27,668
Marketable securities
Debt Securities, Available-for-sale [Line Items]
Available-for-sale debt securities	$ 27,942	$ 37,072

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Assets Measured on Recurring Basis

The Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2023 and December 31, 2022 were as follows (in thousands):


	December 31, 2023								December 31, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	16,715	$	—	$	—	$	16,715	$	27,668	$	—	$	—	$	27,668
Marketable securities - available for sale	—		27,942		—		27,942		—		37,072		—		37,072
	$	16,715	$	27,942	$	—	$	44,657	$	27,668	$	37,072	$	—	$	64,740

Property and Equipment - Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 661	$ 713
Accumulated depreciation	(486)	(417)
Property and equipment, net	175	296
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	0	25
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	589	589
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 72	$ 99

Stockholders' Equity - Stock Options and Warrants (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stock Options, Shares
Outstanding, beginning balance (in shares)	1,391,352
Granted (in shares)	182,846
Exercised (in shares)	(82,500)
Forfeited (in shares)	(144,594)
Expired (in shares)	(24,603)
Outstanding, ending balance (in shares)	1,322,501	1,391,352
Vested or expected to vest (in shares)	1,319,053
Exercisable (in shares)	1,229,103
Stock Options, Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 10.83
Granted (in dollars per share)	3.45
Exercised (in dollars per share)	1.88
Forfeited (in dollars per share)	3.63
Expired (in dollars per share)	29.60
Outstanding, ending balance (in dollars per share)	10.81	$ 10.83
Vested or expected to vest (in dollars per share)	10.83
Exercisable (in dollars per share)	$ 11.25
Stock Options, Weighted Average Contractual Term and Intrinsic Value
Options outstanding, weighted average remaining contractual term (in years)	6 years 21 days	7 years 10 days
Options vested or expected to vest, weighted average remaining contractual term (in years)	6 years 18 days
Options exercisable, weighted average remaining contractual term (in years)	5 years 10 months 2 days
Options outstanding, aggregate intrinsic value	$ 164,100	$ 187,600
Options vested or expected to vest, aggregate intrinsic value	164,100
Options exercisable, aggregate intrinsic value	$ 159,900
Warrants, Shares
Warrants outstanding, beginning balance (in shares)	1,423,774
Warrants granted (in shares)	0
Warrants exercised (in shares)	0
Warrants forfeited (in shares)	0
Warrants expired (in shares)	(2,000)
Warrants outstanding, ending balance (in shares)	1,421,744	1,423,774
Warrants vested or expected to vest (in shares)	1,421,744
Warrants exercisable (in shares)	1,421,744
Warrants, Weighted Average Exercise Price
Warrants outstanding, beginning balance (in dollars per share)	$ 42.57
Warrants granted (in dollars per share)	0
Warrants exercised (in dollars per share)	0
Warrants forfeited (in dollars per share)	0
Warrants expired (in dollars per share)	88.35
Warrants outstanding, ending balance (in dollars per share)	42.51	$ 42.57
Warrants vested or expected to vest (in dollars per share)	42.51
Warrants exercisable (in dollars per share)	$ 42.51
Warrants, Weighted Average Contractual Term and Intrinsic Value
Warrants outstanding, weighted average remaining contractual term (in years)	2 years 5 months 1 day	3 years 4 months 13 days
Warrants vested or expected to vest, weighted average remaining contractual term (in years)	2 years 5 months 1 day
Warrants exercisable, weighted average remaining contractual term (in years)	2 years 5 months 1 day
Warrants outstanding, aggregate intrinsic value	$ 0	$ 0
Warrants vested or expected to vest, aggregate intrinsic value	0
Warrants exercisable, aggregate intrinsic value	$ 0

Operating Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Operating Leases

The Company adopted ASU No. 2016-02, Leases (Topic 842) on January 1, 2019 and recognized leases with duration greater than 12 months on the balance sheet using the modified retrospective approach. The Company has an operating lease for one office which expires in 2025. The Company estimates its incremental borrowing rate at lease commencement to determine the present value of lease payments as most of the Company's leases do not provide an implicit rate of return. The Company recognizes lease expense on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company elected to account for non-lease components associated with its leases and lease

components as a single lease component. The Company's lease includes an option for the Company to extend the lease term and/or sub-lease space in whole or in part.

Operating lease liabilities and right-of-use assets were recorded in the following captions of the Company's balance sheet as follows (in thousands):


	December 31, 2023		December 31, 2022
Right-of-Use Assets:
Other assets	$	308	$	487
Total Right-of-Use Asset	$	308	$	487

Operating Lease Liabilities:
Accrued liabilities	$	168	$	180
Other long-term liabilities	137		305
Total Operating Lease Liabilities	$	305	$	485

As of December 31, 2023, the weighted average remaining lease term for the Company's operating leases was 1.75 years, and the weighted average discount rate for its operating leases was 9.625%. Future minimum lease payments under the lease agreements as of December 31, 2023 were as follows (in thousands):


Years ended	Operating Leases

2024	190
2025	143
Total lease payments	333
Less: Amounts representing interest	(28)
Present value of lease liabilities	$	305

Available-for-Sale-Securities (Tables)

12 Months Ended

Dec. 31, 2023

Investments, Debt and Equity Securities [Abstract]

Schedule of Available-for-Sale Securities Reconciliation

The following table is a summary of available-for-sale securities recorded in cash and cash equivalents or marketable securities in the Company's Consolidated Balance Sheets (in thousands):


	December 31, 2023								December 31, 2022
	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Corporate debt securities	$	37,791	$	3	$	(8)	$	37,786	$	44,308	$	—	$	(17)	$	44,291
Commercial Paper	1,981		—		—		1,981		7,953		—		—		7,953
Money market funds	4,268		—		—		4,268		4,871		—		—		4,871
Municipal debt securities	622		—		—		622		7,626		—		(1)		7,625
Total	$	44,662	$	3	$	(8)	$	44,657	$	64,758	$	—	$	(18)	$	64,740

Schedule of Marketable Securities

Estimated fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The following table summarizes the classification of the available-for-sale debt securities on the Company's Consolidated Balance Sheets (in thousands):


	December 31, 2023		December 31, 2022
Cash and cash equivalents	$	16,715	$	27,668
Marketable securities	27,942		37,072
Total	$	44,657	$	64,740

Schedule of Available-for-Sale Securities by Contractual Maturity

The following table summarizes the Company's portfolio of available-for-sale securities by contractual maturity (in thousands):


	December 31, 2023				December 31, 2022
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Less than one year	$	44,662	$	44,657	$	64,758	$	64,740
Greater than one year	—		—		—		—
Total	$	44,662	$	44,657	$	64,758	$	64,740

Stockholders' Equity - Equity Plans (Details)	12 Months Ended
Stockholders' Equity - Equity Plans (Details)	Dec. 31, 2023 USD ($) shares	Jun. 30, 2023 shares	Dec. 31, 2022 shares	Sep. 30, 2022 shares	Jun. 30, 2021 shares	Jun. 30, 2020 shares	Jun. 30, 2018 shares	May 31, 2017 shares	Jan. 01, 2013 offering_period shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance				333,333
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting terms (in years)	4 years
2018 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance					400,000	166,667	400,000
Number of shares available for future grant	593,141		578,097
2018 Plan \| Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting terms (in years)	3 years
2018 Plan \| Stock options \| Share-based award tranche one
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period (in years)	2 years
2018 Plan \| Stock options \| Share-based award tranche two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period (in years)	3 years
2018 Plan \| Stock options \| Share-based award tranche three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period (in years)	10 years
2012 ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance									3,333
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of offering periods \| offering_period									2
Term of offering period	6 months
Maximum annual contribution per employee as percent of annual salary	15.00%
Maximum annual contribution per employee \| $	$ 25,000
Purchase price measurement as percent of closing price on enrollment date	85.00%
Purchase price measurement as percent of closing price on exercise date	85.00%
2017 ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance								6,667
Amended 2017 ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance		68,333					33,333
Number of shares available for future grant	21,911		9,352
Shares issued under ESPP	22,441

Income (Loss) Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Income (Loss) Per Share

For the years ended December 31, 2023 and 2022, the Company incurred net losses and therefore no common stock equivalents were utilized in the calculation of loss per share as they are anti-dilutive in the periods presented. At December 31, 2023 and 2022, the Company excluded the following potentially dilutive securities (in thousands):


	December 31,
	2023	2022
Stock Options	1,323	1,391
Warrants	1,422	1,424
Restricted Stock Units	148	48

Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Gross unrecognized tax benefit, beginning of period	$ 344	$ 0
Additions based on tax positions related to the current year	0	0
Additions based on tax positions related to the prior years	0	344
Reductions due to lapse in statute of limitations and settlements	0	0
Gross unrecognized tax benefit, end of period	$ 344	$ 344

Research Collaboration and License Agreement	12 Months Ended
Research Collaboration and License Agreement	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Research Collaboration and License Agreement	License Agreements Sanford Burnham Prebys In December 2015, Cend entered into a license agreement with Sanford Burnham Prebys (“SBP”) under which Cend was granted an exclusive, worldwide, royalty-bearing license to certain patent rights and know-how controlled by SBP related to the development of LSTA1. At the time the license agreement was entered into, Cend’s founding shareholder was an executive at SBP. The agreement provides the Company with the rights to grant and authorize sublicenses to use, sell, and otherwise exploit the patent rights. As consideration for the license, Cend issued a total of 382,030 shares of common stock, as adjusted for the Reverse Stock Split and Exchange Ratio. The Company is required to pay an annual license maintenance fee of $10,000 increasing to $20,000 on year seven of the agreement. The Company could also be required to make milestone payments to SBP upon completion of certain regulatory and commercial milestones. The aggregate potential milestone payments are approximately $10.6 million. The Company has also agreed to pay SBP royalties of 4% of net sales of products sold by the Company, or through a sublicense, subject to certain reductions. Additionally, the Company is obligated to pay SBP 25% of any sublicensing income, which, pursuant to the technology transfer agreement with Impilo, resulted in SBP receiving 191,500 apportioned shares of the Company’s pre-seed preferred stock in Impilo on October 3, 2023. The agreement will expire upon the later of (i) the final abandonment of all pending patent applications within the licensed patents or (ii) the expiration of the last to expire patent within the licensed patents. The agreement may be terminated in its entirety by the Company at any time by giving SBP sixty days’ prior written notice. The agreement may be terminated in its entirety by SBP if the Company, at any time, defaults in the payment of any sum when due and fails to make such payment within thirty days after receipt of written notice. The agreement may be terminated in its entirety by either SBP or the Company (i) in the event of an uncured material breach by the other party, or (ii) in the event the other party (a) files for, or is involuntarily petitioned with, bankruptcy (other than dissolution or winding up for the purposes of reconstruction or amalgamation), (b) makes an assignment of all or substantially all of its assets for the benefit of creditors, or (c) has a receiver or trustee is appointed and is unable to secure a dismissal, stay or other suspension of such proceedings within thirty days. Upon termination of the agreement for any reason, all rights and obligations of the Company with respect to the patents and patent applications shall terminate and revert to SBP. In October 2021, Cend entered into a license agreement with SBP under which Cend was granted an exclusive, royalty-bearing license to certain patent rights and know-how controlled by SBP. The agreement provides Cend with the rights to grant and authorize sublicenses to use, sell, and otherwise exploit the patent rights. The Company is required to pay an annual license maintenance fee of $20,000, increasing to $30,000 on year four of the agreement. Further, the Company could be required to make milestone payments to SBP upon completion of certain regulatory and commercial milestones. The aggregate potential milestone payments are approximately $23.2 million. The Company is obligated to pay SBP royalties of 4% of net sales of products sold by the Company or through a sublicense, subject to certain reductions. Additionally, the Company is obligated to pay SBP varying sublicense fees, ranging from 10% to 25%, dependent on when the related milestones are reached. On September 14, 2023, pursuant to the technology transfer agreement with Impilo, the license was assigned in full to Impilo. SBP did not own shares of the Company’s common stock as of December 31, 2023. University of California at San Diego In March 2021, Cend entered into a license agreement with the University of California at San Diego (“UCSD”) under which Cend was granted an exclusive, royalty-bearing license to certain patent rights related to the development of nano-particles to modulate immune response. The agreement provides the Company with the rights to grant and authorize sublicenses to use, sell and otherwise exploit the patent rights. The Company could be required to make milestone payments to UCSD upon completion of certain regulatory and commercial milestones. The aggregate potential milestone payments are approximately $1.2 million. The Company has also agreed to pay UCSD royalties of 1.5% of net sales of products sold by the Company or through a sublicense, subject to certain reductions. Additionally, the Company agreed to pay UCSD varying sublicense fees, ranging from 10% to 20%, dependent on when the related milestones are reached. The agreement will expire upon the expiration of the longest-lived patent rights. The agreement may be terminated in its entirety by the Company at any time by giving UCSD ninety days’ prior written notice. The agreement may be terminated in its entirety by UCSD if the Company, at any time, (i) fails to perform or violates any term of the agreement and fails to cure the default within sixty days. Upon termination of the agreement for any reason, UCSD may terminate a sublicensee but will allow the Company to assign any sublicenses to UCSD provided a) that the sublicensee is in good standing upon termination of the agreement with the Company; and b) the sublicensee is not currently involved in litigation as an adverse party to UCSD. On August 2, 2023, pursuant to the technology transfer agreement with Impilo, the license was assigned in full to Impilo. Massachusetts Institute of Technology In October 2021, Cend entered into a license agreement with the Massachusetts Institute of Technology ("MIT") under which Cend was granted an exclusive, royalty-bearing license to certain patent rights related to the development of tissue specific delivery of interfering RNA. The agreement provides the Company with the rights to grant and authorize sublicenses to use, sell, and otherwise exploit the patent rights. As consideration for the license, Cend issued a total of 43,236 shares of common stock, as adjusted for the Reverse Stock Split and Exchange Ratio. The Company is required to pay an annual license maintenance fee of $20,000, increasing to $25,000 for year two and three of the agreement, increasing to $50,000 on year four of the agreement and thereafter until the first commercial sale, and increasing to $150,000 each year of the agreement after the first commercial sale. Further, the Company could be required to make milestone payments to MIT upon completion of certain regulatory and commercial milestones. The aggregate potential milestone payments are approximately $5.0 million. The Company has also agreed to pay MIT royalties of 2% of net sales of products sold by the Company or through a sublicense, subject to certain reductions. Additionally, the Company is obligated to pay MIT varying sublicense fees, ranging from 3% to 20%, depending on when the related milestones are reached. In connection with the close of the Merger, the Company was required to pay MIT a change of control fee of $0.3 million. The agreement expires upon the expiration or abandonment of all valid claims. The agreement may be earlier terminated in its entirety by the Company at any time by giving MIT six months prior written notice. The agreement may also be terminated in its entirety by MIT if the Company, at any time, (i) defaults in the payment of any sum when due and fails to make such payment within thirty days after receipt of written notice, or (ii) commits a material breach of its obligations under the agreement (aside from item (i)) and fails to cure that breach within sixty days after receipt of written notice. Upon termination of the agreement for any reason, the rights and licenses granted to the Company shall terminate and revert to MIT. Upon termination of the agreement for any reason, MIT may terminate a sublicensee but will allow the Company to assign any sublicenses to MIT provided that the sublicensee is in good standing upon termination of the agreement with the Company. On June 30, 2023, in accordance with the provisions of the license agreement, the Company provided notice to MIT that the license agreement would terminate effective December 30, 2023. MIT owned 43,236 shares of the Company’s common stock as of December 31, 2023. Research Collaboration and License Agreement Exclusive License and Collaboration Agreement In February 2021, Cend entered into an Exclusive License and Collaboration Agreement (the “Qilu Agreement”) in which Cend granted an exclusive license to Qilu for the development and commercialization of LSTA1 in the Territory (defined as the Greater Area of China including China, Macau, Hong Kong, and Taiwan). Under the terms of the agreement, Qilu is solely responsible for the development of LSTA1 in its Territory. In consideration for the license, Qilu made an upfront payment of $10.0 million to Cend, which was recognized as revenue by Cend prior to the Merger. In addition, Cend received and recognized as revenue a $5.0 million development milestone prior to the Merger. The Company is eligible to receive additional developmental and commercial milestone payments up to $96.0 million and $125.0 million, respectively, tiered royalties on net sales ranging from 10% to 15%, and tiered sublicensing revenues ranging from 12% to 35%. Unless terminated early, the Qilu Agreement will continue in effect until the expiration of all Qilu payment obligations. Either party may terminate the Qilu Agreement if an undisputed material breach by the other party is not cured within a defined period of time, or upon notice for insolvency-related events of the other party that are not discharged within a defined time period. Qilu may terminate the Qilu Agreement in its entirety, at any time with at least sixty days written notice. All rights and obligations of Qilu with respect to such licensed patents and patent applications would terminate simultaneously.

Stockholders' Equity - Stock Options and Warrants Narrative (Details) - shares		12 Months Ended
	Sep. 15, 2022	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Assumed through merger (in shares)	1,227,776
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting terms (in years)		4 years
Maximum \| Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period (in years)		10 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of Stock Options and Warrants Activity

The following table summarizes the activity for stock options and warrants for the year ended December 31, 2023:


	Stock Options						Warrants
	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In Thousands)		Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In Thousands)
Outstanding at December 31, 2022	1,391,352	$	10.83	7.03	$	187.6	1,423,774	$	42.57	3.37	$	—

Changes during the Year:
Granted	182,846	$	3.45				—	—

Exercised	(82,500)	$	1.88				—	—
Forfeited	(144,594)	$	3.63				—	—
Expired	(24,603)	$	29.60				(2,000)	88.35
Outstanding at December 31, 2023	1,322,501	$	10.81	6.06	$	164.1	1,421,744	$	42.51	2.42	$	—
Vested at December 31, 2023 or expected to vest in the future	1,319,053	$	10.83	6.05	$	164.1	1,421,744	$	42.51	2.42	$	—
Exercisable at December 31, 2023	1,229,103	$	11.25	5.84	$	159.9	1,421,744	$	42.51	2.42	$	—

Schedule of Restricted Stock

During the years ended December 31, 2023 and 2022, the Company issued restricted stock for services as follows ($ in thousands, except share data):



	2023		2022
Number of Restricted Stock Issued	159,950		70,740
Value of Restricted Stock Issued	$	479.9	$	973.4

The following is a summary of the changes in non-vested restricted stock for the year ended December 31, 2023:


	Restricted Stock Shares	Weighted Average Grant-Date Fair Value
Non-vested at December 31, 2022	56,209	$	16.55

Changes during the Year:
Granted	159,950	$	3.00
Vested	(65,511)	$	9.03
Forfeited	(24,873)	$	3.28
Non-vested at December 31, 2023	125,775	$	5.86

Schedule of Restricted Stock Units

During the years ended December 31, 2023 and 2022, the Company issued restricted stock units for services as follows ($ in thousands, except share data):



	2023		2022
Number of Restricted Stock Units Issued	188,850		111,170
Value of Restricted Stock Units Issued	$	566.6	$	1,385.5

The following is a summary of the changes in non-vested restricted stock units for the year ended December 31, 2023:


	Restricted Stock Units	Weighted Average Grant-Date Fair Value
Non-vested at December 31, 2022	32,286	$	9.29

Changes during the Year:
Granted	188,850	$	3.00
Vested	(29,486)	$	8.48
Forfeited	(78,850)	$	3.00
Non-vested at December 31, 2023	112,800	$	3.37

Available-for-Sale-Securities - Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Securities, Available-for-sale [Line Items]
Cost	$ 44,662	$ 64,758
Gross Unrealized Gains	3	0
Gross Unrealized Losses	(8)	(18)
Estimated Fair Value	44,657	64,740
Corporate debt securities
Debt Securities, Available-for-sale [Line Items]
Cost	37,791	44,308
Gross Unrealized Gains	3	0
Gross Unrealized Losses	(8)	(17)
Estimated Fair Value	37,786	44,291
Commercial Paper
Debt Securities, Available-for-sale [Line Items]
Cost	1,981	7,953
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	1,981	7,953
Money market funds
Debt Securities, Available-for-sale [Line Items]
Cost	4,268	4,871
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	4,268	4,871
Municipal debt securities
Debt Securities, Available-for-sale [Line Items]
Cost	622	7,626
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	(1)
Estimated Fair Value	$ 622	$ 7,625

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Share-Based Compensation Expense

The following table summarizes the components of share-based compensation expense for the years ended December 31, 2023 and 2022 ($ in thousands):


	Year Ended December 31,
	2023		2022
Research and development	$	540	$	776
General and administrative	1,498		1,860

Total share-based compensation expense	$	2,038	$	2,636

Total compensation cost related to unvested awards not yet recognized and the weighted-average periods over which the awards are expected to be recognized at December 31, 2023 were as follows ($ in thousands):


	Stock Options		Restricted Stock Units		Restricted Stock
Unrecognized compensation cost	$	186	$	76	$	391
Expected weighted-average period in years of compensation cost to be recognized	1.70		1.55		1.53

Schedule of Fair Value of Shares Vested and Weighted Average Estimated Fair Values of Shares Granted

Total fair value of shares vested and the weighted average estimated fair values of shares granted for the years ended December 31, 2023 and 2022 were as follows ($ in thousands):


	Stock Options
	Year Ended December 31,
	2023		2022
Total fair value of shares vested	$	1,033	$	1,045
Weighted average estimated fair value of shares granted	2.09		1.23

Schedule of Assumptions in Calculating Fair Values of Stock Options

The range of assumptions made in calculating the fair values of stock options was as follows:


	Stock Options
	Year Ended December 31,
	2023	2022
Expected term - minimum (in years)	3	6
Expected term - maximum (in years)	6	6
Expected volatility - minimum	74%	76%
Expected volatility - maximum	77%	78%
Weighted Average volatility	75%	76%
Expected dividend yield	—	—
Risk-free interest rate - minimum	3.63%	1.62%
Risk-free interest rate - maximum	4.68%	2.90%

Technology Transfer Agreement (Details) - Impilo - shares	Oct. 03, 2023	Jul. 31, 2023
Investments in and Advances to Affiliates [Line Items]
Investment owned (in shares)		766,000
Shares canceled (in shares)	766,000
Preferred stock, shares issued (in shares)	574,500

Share-Based Compensation - Fair Value of Shares Vested and Weighted Average Estimated Fair Value of Shares Granted (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total fair value of shares vested	$ 1,033	$ 1,045
Weighted average estimated fair value of shares granted (in dollars per share)	$ 2.09	$ 1.23

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Available-for-Sale-Securities

12 Months Ended

Dec. 31, 2023

Investments, Debt and Equity Securities [Abstract]

Available-for-Sale-Securities

The following table is a summary of available-for-sale securities recorded in cash and cash equivalents or marketable securities in the Company's Consolidated Balance Sheets (in thousands):


	December 31, 2023								December 31, 2022
	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Corporate debt securities	$	37,791	$	3	$	(8)	$	37,786	$	44,308	$	—	$	(17)	$	44,291
Commercial Paper	1,981		—		—		1,981		7,953		—		—		7,953
Money market funds	4,268		—		—		4,268		4,871		—		—		4,871
Municipal debt securities	622		—		—		622		7,626		—		(1)		7,625
Total	$	44,662	$	3	$	(8)	$	44,657	$	64,758	$	—	$	(18)	$	64,740


	December 31, 2023		December 31, 2022
Cash and cash equivalents	$	16,715	$	27,668
Marketable securities	27,942		37,072
Total	$	44,657	$	64,740

The following table summarizes the Company's portfolio of available-for-sale securities by contractual maturity (in thousands):


	December 31, 2023				December 31, 2022
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Less than one year	$	44,662	$	44,657	$	64,758	$	64,740
Greater than one year	—		—		—		—
Total	$	44,662	$	44,657	$	64,758	$	64,740

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

The provision (benefit) for income taxes is based on loss from operations before provision for income taxes and noncontrolling interests as follows ($ in thousands):


	Years Ended December 31,
Pre-tax book income	2023		2022
United States	$	(21,477)	$	(56,175)
Australia	(1,693)		(529)
Total	$	(23,170)	$	(56,704)

The provision (benefit) from income taxes was as follows ($ in thousands):


	Years Ended December 31,
	2023		2022
Current
U.S. Federal	$	—	$	—
State and local	—		—
	$	—	$	—

Deferred
U.S. Federal	$	—	$	—
State and local	(2,330)		(2,479)
	$	(2,330)	$	(2,479)

Total
U.S. Federal	$	—	$	—
State and local	(2,330)		(2,479)
	$	(2,330)	$	(2,479)

The provision (benefit) for income taxes is determined by applying the U.S. Federal statutory rate of 21% to income before income taxes, and the components are set forth below ($ in thousands):


	Years Ended December 31,
	2023		2022
U.S. Federal benefit at statutory rate	$	(4,865)	$	(11,908)
Permanent nondeductible expenses for U.S. taxes	875		7,238
Change in state deferred	809		8,604
Tax Return to Provision	(58)		(1)
Expired options	569		162
Other true ups	166		(25)
AUS Foreign Rate Differential	(22)		(21)
Section 382 NOL Limitation	—		18,553
Sale of New Jersey State NOLs	(2,330)		(2,479)
Valuation allowance for deferred tax assets	2,526		(22,602)
Tax benefit	$	(2,330)	$	(2,479)

Deferred income taxes at December 31, 2023 and 2022 consist of the following ($ in thousands):


	December 31,
	2023		2022
Deferred Tax Assets:
Accumulated net operating losses (tax effected)	$	12,736	$	13,132


Lease liability	86		136
Share-based compensation	2,370		3,027
Intangibles	889		944
Capitalized research and development	6,662		5,018



Accumulated depreciation	10		14
Accrued payroll	218		118

Other	638		579
Deferred tax assets	23,609		22,968

Deferred Tax Liabilities:
Right-of-use asset	$	(87)	$	(137)
Cash to accrual	—		(99)
Deferred tax liabilities	(87)		(236)
Net deferred tax asset	23,522		22,732
Valuation allowance	(23,522)		(22,732)
Net deferred tax asset	$	—	$	—

In assessing the realizability of deferred tax assets, including the net operating loss carryforwards (NOLs), the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred tax assets. Based on its assessment, the Company has provided a full valuation allowance against its net deferred tax assets as their future utilization remains uncertain at this time.

As of December 31, 2023 and 2022, the Company had approximately $43.7 million and $33.7 million, respectively, of Federal NOLs available to offset future taxable income expiring from 2030 through 2036. The Company performed an analysis and determined that they had an ownership change of greater than 50% on September 15, 2022. As a result of the ownership change, $88.2 million of Federal NOLs will expire unutilized. The Company wrote off that portion of the deferred tax asset and reduced the corresponding valuation allowance resulting in $34.0 million of remaining Federal NOLs as of December 31, 2022. The write-off of the deferred tax asset and the corresponding reduction in valuation allowance has no impact to the consolidated balance sheet or income statement. Losses incurred before the ownership change on September 15, 2022 will be subject to an annual limitation of zero while losses incurred after September 15, 2022 will not be subject to limitations.

As of December 31, 2022, Cend Therapeutics had approximately $3.6 million of Federal NOLs available to offset future taxable income. The Company performed an analysis and determined that there was an ownership change of greater than 50% on September 15, 2022. As of September 15, 2022 Cend has approximately $3.1 million of Federal and $4.3 million of state NOLs. The state NOLs will expire from the 2036 through 2042 tax years. Using a fair market value of $36.1 million and applying an applicable federal rate of 2.54% Cend will have an annual limitation of approximately $917 thousand each year. The Federal NOL of $459 thousand incurred in the post-acquisition period September 15, 2022 to December 31, 2022 is not subject to limitation, and does not expire. As of December 31, 2023 and 2022, Cend’s wholly owned Australian subsidiary had approximately $2.4 million and $1.8 million, respectively, of NOLs which will be carried forward and do not expire. There is a full valuation allowance against the NOLs.

As of December 31, 2023, the Company had federal research and development credit carryforwards of $0.5 million expiring from 2027 through 2034 if unutilized, and state research and development credit carryforwards of $0.1 million, which carryforward indefinitely. Utilization of these credits may be subject to an annual limitation based on changes in ownership.

As of December 31, 2023 and 2022, the Company had State NOLs available in New Jersey of $19.4 million and $35.5 million, respectively, California of $9.2 million and $9.2 million, respectively, and New York City of $1.9 million and $1.9 million, respectively, to offset future taxable income expiring from 2032 through 2043. The usage of the Company’s NOLs is limited given the change in ownership.

The Company applies the FASB’s provisions for uncertain tax positions. The Company utilizes the two-step process to determine the amount of recognized tax benefit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Company recognizes interest and penalties associated with certain tax positions as a component of income tax expense.

As of December 31, 2023 and 2022, the Company’s uncertain tax positions were $344 thousand and $344 thousand, respectively. The uncertain tax positions are due to the acquisition of Cend related to Federal and state credits and certain state NOLs. The Company will continue to evaluate its uncertain tax positions in future periods. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:


	Years Ended December 31,
	2023		2022
Gross unrecognized tax benefit, beginning of period	$	344	$	—
Additions based on tax positions related to the current year	—		—
Additions based on tax positions related to the prior years	—		344
Reductions due to lapse in statute of limitations and settlements	—		—
Gross unrecognized tax benefit, end of period	$	344	$	344

For years prior to 2020 the federal statute of limitations is closed for assessing tax. The Company’s state tax returns remain open to examination for a period of three to four years from the date of the tax return filing.

In September 2022, the Company received preliminary approval from the New Jersey Economic Development Authority (“NJEDA”) to participate in the Technology Business Tax Certificate Transfer Program (the “Program”). The Program permits qualified companies to sell a percentage of their New Jersey net operating losses (“NJ NOLs”) to unrelated profitable corporations. On April 5, 2023, the Company received final approval from NJEDA to sell $25.9 million of its NJ NOLs, which were subsequently sold to a qualifying and approved buyer pursuant to the Program for net proceeds of $2.2 million. The gross proceeds from the sale of the $2.3 million NJ NOLs related tax benefits (“NJ NOL Tax Benefits”), have been recorded as a benefit from income taxes and the loss on sale of the NJ NOL Tax Benefits of $0.1 million recorded in other income (expense) in the consolidated financial statements.

On August 16, 2022, the Inflation Reduction Act was signed into law. The Inflation Reduction Act includes various tax provisions, which are effective for tax years beginning on or after January 1, 2023. For tax years beginning after December 31, 2021, the Tax Cuts & Jobs Act of 2017 eliminated the option to deduct research and development expenditures as incurred and instead required taxpayers to capitalize and amortize them over five or 15 years beginning in 2022. Since the Company is in a net operating loss position, the capitalization of research and development costs did not have a material impact on the Company’s results of operations for the year ended December 31, 2023. The Company will continue to monitor the possible future impact of changes in tax legislation.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Technology Transfer Agreement	12 Months Ended
Technology Transfer Agreement	Dec. 31, 2023
Technology Transfer Agreement [Abstract]
Technology Transfer Agreement	Technology Transfer Agreement Impilo Therapeutics In July 2023, the Company entered into a technology transfer agreement with Impilo Therapeutics, Inc. (“Impilo”) under which the Company transferred its rights to its tumor penetrating nanocomplex (TPN) platform to Impilo. As consideration for the technology transfer, Impilo issued a total of 766,000 shares of its pre-seed preferred stock to the Company. On October 3, 2023 in connection with the Sanford Burnham Prebys license agreement (Note 16), Impilo cancelled the original stock certificate for 766,000 shares and reissued 574,500 shares of its pre-seed preferred stock to the Company.

Income Taxes - Narrative (Details) - USD ($) $ in Thousands		12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Feb. 22, 2022	Dec. 31, 2023	Dec. 31, 2022	Sep. 15, 2022	Dec. 31, 2021
Income Taxes [Line Items]
U.S. federal corporate income tax rate (percent)		21.00%
Net operating loss carryforwards		$ 34,000
Operating loss carryforwards, subject to expiration		88,200
Unrecognized tax benefits		344	$ 344		$ 0
Proceeds from sale of NOLs, gross	$ 25,900
Proceeds from sale of NOLs	2,200
Loss on sale of NOLs	100
CEND
Income Taxes [Line Items]
Fair market value of tax NOLs		$ 36,100
Effective tax rate		2.54%
Limitation on NOL carryforwards		$ 917
New Jersey
Income Taxes [Line Items]
Proceeds from sale of NOLs, gross	$ 2,300
Federal
Income Taxes [Line Items]
Net operating loss carryforwards		43,700	33,700
Federal \| Research Tax Credit Carryforward
Income Taxes [Line Items]
Tax credit carryforward		500
Federal \| CEND
Income Taxes [Line Items]
Net operating loss carryforwards		3,600		$ 3,100
Operating loss carryforwards, post acquisition		459
State \| Research Tax Credit Carryforward
Income Taxes [Line Items]
Tax credit carryforward		100
State \| CEND
Income Taxes [Line Items]
Net operating loss carryforwards				$ 4,300
State \| New Jersey
Income Taxes [Line Items]
Net operating loss carryforwards		19,400	35,500
State \| California
Income Taxes [Line Items]
Net operating loss carryforwards		9,200	9,200
State \| New York
Income Taxes [Line Items]
Net operating loss carryforwards		1,900	1,900
Foreign Tax Authority \| CEND
Income Taxes [Line Items]
Net operating loss carryforwards		$ 2,400	$ 1,800

Summary of Significant Accounting Policies - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Intangible assets, net	$ 400,000
Intangible asset, useful life	5 years
Amortization of intangible assets	$ 21,000
Amortization expense, year one	71,000
Amortization expense, year two	71,000
Amortization expense, year three	71,000
Amortization expense, year four	71,000
Disaggregation of Revenue [Line Items]
Revenue excluding taxes	0	$ 0
Intangible assets, net	400,000
Royalty
Disaggregation of Revenue [Line Items]
Revenue excluding taxes	$ 0	$ 0

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Cash and Cash Equivalents

Cash and cash equivalents include short-term, highly liquid, investments with maturities of ninety days or less when purchased.

Concentration of Risks

Marketable Securities

Property and Equipment


Furniture and fixtures			10 years
Computer equipment			3 years
Software			3 years
Leasehold improvements			Life of lease

Long-lived Assets

Share-Based Compensation

Loss Per Share

Treasury Stock

Research and Development Costs

In-process Research and Development Expense

Intangible Asset

The Company’s intangible asset consists of a single asset, Cend’s license agreement with Qilu Pharmaceutical, Co., Ltd. (“Qilu”) acquired in the Merger, with a value of $0.4 million. The intangible asset is stated at fair value and is amortized using the straight-line method over its estimated useful life of 5 years. Amortization expense was $71 thousand and $21 thousand for the years ended December 31, 2023 and December 31, 2022, respectively. The intangible asset is reviewed for potential impairment when events or circumstances indicate that carrying amounts may not be recoverable. The projected amortization expense is $71 thousand per year for the next four years.

Revenue Recognition

obligation is satisfied. Taxes imposed by governmental authorities on the Company's revenue, such as sales taxes and withholding taxes, are excluded from net revenue.

Milestones

Royalties

Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accrued Liabilities [Abstract]
Salaries, employee benefits and related taxes	$ 2,665	$ 2,586
Operating lease liabilities - current	168	180
Clinical and R&D related liabilities	1,046	785
Accounting and consulting	57	66
Other	233	111
Accrued liabilities	$ 4,169	$ 3,728

Income (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Loss Per Share

At December 31, 2023 and 2022, the Company excluded the following potentially dilutive securities (in thousands):


	December 31,
	2023	2022
Stock Options	1,323	1,391
Warrants	1,422	1,424
Restricted Stock Units	148	48

Stockholders' Equity - Restricted Stock and Restricted Stock Units (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restricted Stock
Restricted Stock and Restricted Stock Units
Number of shares issued (shares)	159,950	70,740
Value of shares issued	$ 479,900	$ 973,400
Weighted average estimated fair value (usd per share)	$ 3.00	$ 13.76
Restricted Stock \| Minimum
Restricted Stock and Restricted Stock Units
Vesting terms (in years)	1 year
Restricted Stock \| Maximum
Restricted Stock and Restricted Stock Units
Vesting terms (in years)	4 years
Restricted Stock Units
Restricted Stock and Restricted Stock Units
Number of shares issued (shares)	188,850	111,170
Value of shares issued	$ 566,600	$ 1,385,500
Weighted average estimated fair value (usd per share)	$ 3.00	$ 12.46
Vesting terms (in years)	1 year

Share-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

Share-based Compensation

The Company utilizes share-based compensation in the form of stock options, restricted stock, and restricted stock units. The following table summarizes the components of share-based compensation expense for the years ended December 31, 2023 and 2022 ($ in thousands):


	Year Ended December 31,
	2023		2022
Research and development	$	540	$	776
General and administrative	1,498		1,860

Total share-based compensation expense	$	2,038	$	2,636

The Company modified the exercise period of approximately 186,600 shares of one terminated employee's vested stock options and immediately recognized approximately $258 thousand incremental stock-based compensation during the year ended December 31, 2023.


	Stock Options		Restricted Stock Units		Restricted Stock
Unrecognized compensation cost	$	186	$	76	$	391
Expected weighted-average period in years of compensation cost to be recognized	1.70		1.55		1.53

Total fair value of shares vested and the weighted average estimated fair values of shares granted for the years ended December 31, 2023 and 2022 were as follows ($ in thousands):


	Stock Options
	Year Ended December 31,
	2023		2022
Total fair value of shares vested	$	1,033	$	1,045
Weighted average estimated fair value of shares granted	2.09		1.23

Valuation Assumptions

The fair value of stock options at the date of grant was estimated using the Black-Scholes option pricing model. The expected volatility is based upon historical volatility of the Company’s stock. The expected term for the options is based upon observation of actual time elapsed between date of grant and exercise of options for all employees.

The range of assumptions made in calculating the fair values of stock options was as follows:


	Stock Options
	Year Ended December 31,
	2023	2022
Expected term - minimum (in years)	3	6
Expected term - maximum (in years)	6	6
Expected volatility - minimum	74%	76%
Expected volatility - maximum	77%	78%
Weighted Average volatility	75%	76%
Expected dividend yield	—	—
Risk-free interest rate - minimum	3.63%	1.62%
Risk-free interest rate - maximum	4.68%	2.90%

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

The estimated useful lives of property and equipment are as follows:


Furniture and fixtures			10 years
Computer equipment			3 years
Software			3 years
Leasehold improvements			Life of lease

Property and equipment consisted of the following (in thousands):


	December 31,
	2023		2022
Furniture and fixtures	$	—	$	25
Computer equipment	589		589
Leasehold improvements	72		99
Property and equipment, gross	661		713
Accumulated depreciation	(486)		(417)
Property and equipment, net	$	175	$	296