0001437749-22-004614 | 10-K | XBRL Viewer

Schedule of Accrued Liabilities [Table Text Block]

	*December 31,*		*December 31,*
	*2021*		*2020*
Accrued bonuses	$	894	$	690
Accrued vacation		183		171
Accrued payroll		107		103
Total payroll liabilities	$	1,184	$	964

Note 13 - Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	May 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Lessee, Operating Lease, Monthly Rent Payments		$ 1
Operating Lease, Right-of-Use Asset		0	$ 18
Increase (Decrease) in Operating Lease, Right of Use Asset	$ 20
Operating Lease, Expense		$ 17	57
Operating Lease, Weighted Average Discount Rate, Percent		11.30%
Lessee, Operating Lease, Liability, to be Paid, Year One		$ 0
Lessee, Operating Lease, Liability, Undiscounted Excess Amount		1
Operating Lease, Payments		19	55
Short-term Lease, Cost		26	$ 18
Operating Lease, Liability, Total		$ 0
Increase (Decrease) in Operating Lease Liability	$ 20

Note 10 - Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	*Year Ended December 31,*
	*2021*			*2020*
Numerator
Net loss	$	(20,606	)	$	(17,828	)
Deemed dividend attributable to preferred stock		-			(4,503	)
Net loss attributable to common shareholders	$	(20,606	)	$	(22,331	)
Denominator
Weighted average common shares outstanding used to compute net loss per share, basic and diluted		116,950			11,309
Net loss per share of common stock, basic and diluted:	$	(0.18	)	$	(1.97	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	Year Ended December 31,
	2021		2020
Options to purchase common stock		9,036		6,138
Series B convertible preferred stock		171		227
Warrants to purchase common stock		24,144		2,271
		33,351		8,636

Note 8 - Fair Value of Financial Instruments - Changes in Warrant Liability (Details) - Warrant Liability [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Beginning balance	$ 13,003
Reclassification of equity upon adoption of accounting standard	(13,003)
Issuance of warrants	0
Change in fair value	0
Ending balance	$ 0

Note 3 - Summary of Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Standards Update and Change in Accounting Principle [Table Text Block]

	Ending Balance as of December 31, 2020			ASU 2020-06 Adjustments			Beginning Balance as of January 1, 2021
Warrant liability	$	13,003		$	(13,003	)	$	-
Additional paid-in capital		129,887			9,732			139,619
Accumulated deficit		(111,899	)		3,271			(108,628	)

Note 7 - Payroll Liabilities - Schedule of Payroll Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accrued bonuses	$ 894	$ 690
Accrued vacation	183	171
Accrued payroll	107	103
Total payroll liabilities	$ 1,184	$ 964

Note 4 - Restricted Cash (Details Textual) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Restricted Cash and Cash Equivalents, Total	$ 110	$ 110

Note 3 - Summary of Accounting Policies

12 Months Ended

Dec. 31, 2021

Basis of Presentation and Significant Accounting Policies [Text Block]

NOTE 3: SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation:

The accompanying consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (SEC) and in accordance with accounting principles generally accepted in the United States of America (GAAP). The accompanying consolidated financial statements include the financial statements of Atossa Therapeutics, Inc. and its wholly-owned subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation. All amounts have been presented in thousands, except for par value and per share data.

Use of Estimates:

The preparation of financial statements in conformity with 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements:

In November 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-10, Government Assistance (Topic 832) – Disclosures by Business Entities about Government Assistance, which requires business entities to disclose information about transactions with a government that are accounted for by applying a grant or contribution model by analogy (for example, IFRS guidance in IAS 20 or guidance on contributions for not-for-profit entities in ASC 958-605). For transactions within scope, the new standard requires the disclosure of information about the nature of the transaction, including significant terms and conditions, as well as the amounts and specific financial statement line items affected by the transaction. The new guidance is effective for annual reporting periods beginning after December 15, 2021. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

On May 3, 2021, the FASB issued ASU No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options — a consensus of the FASB Emerging Issues Task Force. The ASU provides a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. The guidance will be effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

Recently Adopted Accounting Pronouncements:

On January 1, 2021, the Company early adopted ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Topic 470) and Derivative Hedging - Contracts in an Entity's Own Equity (Topic 815), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. The guidance is effective for fiscal years beginning on or after December 15, 2023, with early adoption permitted, but not earlier than fiscal years beginning after December 15, 2020. The amendments in ASU No. 2020-06 removed the requirement that an instrument or embedded feature must permit settlement in unregistered shares in order to qualify for equity classification. The removal of this criterion allowed the Company to reclassify the common stock liability to equity upon adoption. The Company implemented this ASU using the modified retrospective approach. Upon adoption, the Company recorded a cumulative adjustment to beginning Stockholders' Equity in the amount of $13,003 to reclassify the common stock warrant liability to accumulated deficit and additional paid-in capital.

The guidance removes the liability and equity separation models for convertible instruments with a cash conversion feature or beneficial conversion feature. As a result, companies will more likely account for convertible debt instruments wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e. as a single unit of account). In addition, the guidance simplifies the settlement assessment that issuers perform to determine whether a contract in their own equity qualifies for equity classification. Finally, the guidance requires entities to use the if-converted method to calculate earnings per share for all convertible instruments.

The cumulative effect of initially applying the new standard was recognized as an adjustment to accumulated deficit. Upon the adoption of the new standard, the Company recognized the following adjustments:

Ending Balance as of December 31, 2020

ASU 2020-06 Adjustments

Beginning Balance as of January 1, 2021

Warrant liability

$

13,003

$

(13,003

)

$

-

Additional paid-in capital

129,887

9,732

139,619

Accumulated deficit

(111,899

)

3,271

(108,628

)

The $3,271 adjustment to accumulated deficit includes warrant financing expenses of $939 and the change in fair value of common stock warrants of $2,333 subsequent to initial recognition.

On January 1, 2021, the Company adopted ASU 2019-12, Income Taxes, (Topic 740): Simplifying the Accounting for Income Taxes, which amends the existing guidance relating to accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of U.S. GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. This ASU did not have a material effect on the consolidated financial statements.

Research and Development

Research and development (R&D) costs are generally expensed as incurred. R&D expenses include, for example, manufacturing expense for the Company's drugs under development, expenses associated with clinical trials and associated salaries and benefits. The Company has entered into various research and development contracts with research institutions, clinical research organizations, clinical manufacturing organizations and other companies. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and payments made in advance of performance are reflected in the accompanying consolidated balance sheets as prepaid expenses. The Company records accruals for estimated costs incurred for ongoing research and development activities. When evaluating the adequacy of the accrued expenses, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the prepaid expense or accrued expense balances at the end of any reporting period. Actual results could differ from the Company’s estimates.

R&D expenses also include an allocation of the CEO's salary and related benefits including bonus and non-cash stock-based compensation expense based on an estimate of total hours expended on research and development activities. The Company's CEO is involved in the development of the Company's drug candidates and oversight of the related clinical trial activity.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. The Company elects to accrue any interest or penalties related to income taxes as part of its income tax expense.

Cash and Cash Equivalents

Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.



Furniture and Equipment

Furniture and equipment are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When furniture and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations.

Depreciation is computed using the straight-line method over the estimated useful lives ranging from three to five years.

Furniture and equipment amounted to $36 and $186 at December 31, 2021 and 2020, respectively. Accumulated depreciation was $16 and $165 at December 31, 2021, and 2020, respectively. Depreciation expense for the years ended December 31, 2021 and 2020, was $10 and $19, respectively.

The Company periodically evaluates the carrying value of long-lived assets to be held and used and, if necessary, records impairment losses when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-loved assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. For the years ended December 31, 2021 and 2020, no impairment of furniture and equipment was recorded.

Fair Value Measurements

The Company records financial assets and liabilities measured on a recurring and non-recurring basis as well as all non-financial assets and liabilities subject to fair value measurement at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. These fair value principles prioritize valuation inputs across three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company's assumptions used to measure assets and liabilities at fair value. An asset or liability's classification within the various levels is determined based on the lowest level input that is significant to the fair value measurement. Also refer to Note 8.

Intangible Assets

Intangible assets consist of intellectual property and software acquired. Intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. Impairment losses must be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the assets. Estimating future cash flows related to an intangible asset involves significant estimates and assumptions. If our assumptions are not correct, there could be an impairment loss or, in the case of a change in the estimated useful life of the asset, a change in amortization expense.

No impairment charges were recorded during the years ended December 31, 2021, or December 31, 2020.

Amortization of intangible assets is computed using the straight-line method over the estimated useful lives ranging from three to ten years.

Intangible assets were fully amortized as of December 31, 2021. At December 31, 2020, intangible assets amounted to $54. Accumulated amortization was $41 at December 31, 2020. Amortization expense for the years ended December 31, 2021 and 2020, was $13 and $28, respectively.

Leases

The Company evaluates all contractual agreements at inception to determine if they contain a lease. Lease liabilities are measured at present value of lease payments not yet paid, using a discounted cash flow model that requires the use of a discount rate, or incremental borrowing rate. The Company does not record right-of-use assets or operating lease liabilities on leases with initial terms of 12 months or less. All Company leases are short term in duration; therefore no Right of Use Asset or Liability are recorded as of December 31, 2021.

Stock-based Payments

The Company measures and recognizes compensation expense for all stock-based payment awards made to employees, non-employee directors, and consultants, including employee stock options. Stock compensation expense is based on the estimated grant date fair value and is recognized as an expense over the requisite service period. The Company has made a policy election to recognize forfeitures when they occur.

The fair value of each option grant is estimated using the Black-Scholes option-pricing model, which requires assumptions regarding the expected volatility of the stock options, the expected life of the options, an expectation regarding future dividends on the Company’s common stock, and estimation of an appropriate risk-free interest rate. The Company’s expected common stock price volatility assumption is based upon the historical volatility of our stock price. The Company has elected the simplified method for the expected life assumption for stock option grants, which averages the contractual term of the options of ten years with the vesting term, typically one to four years, as the Company does not have sufficient history of option exercise experience. The dividend yield assumption of zero is based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends in the future. The risk-free interest rate used for each grant was based upon prevailing short-term interest rates over the expected life of the options.

Note 11 - Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Expected federal income tax benefit	$ (4,327)	$ (3,744)
Stock compensation	0	26
Other permanent items	81	1,082
Other deferred items	(100)	(350)
Recognition of foreign NOLs	(557)	0
Effect of change in valuation allowance	4,903	2,986
Actual federal income tax benefit	$ 0	$ 0

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Conversion of Series B Convertible Preferred Stock into Common Stock [Member] Preferred Stock [Member] Series C Convertible Preferred Stock [Member]	Conversion of Series B Convertible Preferred Stock into Common Stock [Member] Preferred Stock [Member] Series B Convertible Preferred Stock [Member]	Conversion of Series B Convertible Preferred Stock into Common Stock [Member] Preferred Stock Additional Paid-in Capital [Member] Series C Convertible Preferred Stock [Member]	Conversion of Series B Convertible Preferred Stock into Common Stock [Member] Preferred Stock Additional Paid-in Capital [Member] Series B Convertible Preferred Stock [Member]	Conversion of Series B Convertible Preferred Stock into Common Stock [Member] Common Stock [Member]	Conversion of Series B Convertible Preferred Stock into Common Stock [Member] Common Stock, Additional Paid-in Capital [Member]	Conversion of Series B Convertible Preferred Stock into Common Stock [Member] Retained Earnings [Member]	Conversion of Series B Convertible Preferred Stock into Common Stock [Member]	Cumulative Effect, Period of Adoption, Adjusted Balance [Member] Preferred Stock [Member] Series C Convertible Preferred Stock [Member]	Cumulative Effect, Period of Adoption, Adjusted Balance [Member] Preferred Stock [Member] Series B Convertible Preferred Stock [Member]	Cumulative Effect, Period of Adoption, Adjusted Balance [Member] Preferred Stock Additional Paid-in Capital [Member] Series C Convertible Preferred Stock [Member]	Cumulative Effect, Period of Adoption, Adjusted Balance [Member] Preferred Stock Additional Paid-in Capital [Member] Series B Convertible Preferred Stock [Member]	Cumulative Effect, Period of Adoption, Adjusted Balance [Member] Common Stock [Member]	Cumulative Effect, Period of Adoption, Adjusted Balance [Member] Common Stock, Additional Paid-in Capital [Member]	Cumulative Effect, Period of Adoption, Adjusted Balance [Member] Retained Earnings [Member]	Cumulative Effect, Period of Adoption, Adjusted Balance [Member]	Preferred Stock [Member] Series C Convertible Preferred Stock [Member]	Preferred Stock [Member] Series B Convertible Preferred Stock [Member]	Preferred Stock Additional Paid-in Capital [Member] Series C Convertible Preferred Stock [Member]	Preferred Stock Additional Paid-in Capital [Member] Series B Convertible Preferred Stock [Member]	Common Stock [Member]	Common Stock, Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2019																	0	1,000			9,131,000
Balance at Dec. 31, 2019																	$ 0	$ 0	$ 0	$ 671	$ 1,644	$ 104,912	$ (94,071)	$ 13,156
Issuance of common stock, shares (in shares)																	0	0			1,328,000
Issuance of common stock																	$ 0	$ 0	0	0	$ 239	4,426	0	4,665
Issuance of common stock and warrants, shares (in shares)																	0	0			31,575,000
Issuance of common stock and warrants																	$ 0	$ 0	0	0	$ 5,684	23,991	0	29,675
Allocation of common stock proceeds to warrant liability																	$ 0	$ 0	0	0	$ 0	(8,196)	0	(8,196)
Issuance of Series C convertible preferred stock and warrants (in shares)																	5,000	0			0
Issuance of Series C convertible preferred stock and warrants, net of issuance costs of $260																	$ 0	$ 0	5,165	0	$ 0	0	0	5,165
Allocation of Series C convertible preferred stock to beneficial conversion feature and warrant liability																	0	0	(4,243)	0	0	1,769	0	(2,474)
Deemed dividend on Series C convertible preferred stock																	0	0	4,503	0	0	(4,503)	0	0
Conversion of Series B convertible preferred stock to common stock	$ 0	$ 0	$ 0	$ (50)	$ 2	$ 48	$ 0	$ 0									$ 0	$ 0	(5,425)	0	$ 976	4,449	0	0
Conversion of Series B convertible preferred stock to common stock (in shares)		0			15,000			50.000									(5,000)	0			5,425,000
Common stock issued for option exercises (in shares)																	0	0			225,000
Common stock issued for option exercises																	$ 0	$ 0	0	0	$ 41	501	0	542
Shares withheld related to cashless exercise of options and taxes (in shares)																	0	0			(149,000)
Shares withheld related to cashless exercise of options and taxes																	$ 0	$ 0	0	0	$ (27)	(529)	0	(556)
Compensation cost for stock options granted																	0	0				3,019	0	3,019
Net loss																	$ 0	$ 0	0	0	$ 0	0	(17,828)	(17,828)
Balance (in shares) at Dec. 31, 2020																	0	1,000			47,550,000
Balance at Dec. 31, 2020									$ 0	$ 0	$ 0	$ 0	$ 0	$ 9,732	$ 3,271	$ 13,003	$ 0	$ 0	0	621	$ 8,559	129,887	(111,899)	27,168
Issuance of common stock and warrants, shares (in shares)																	0	0			41,211,000
Issuance of common stock and warrants																	$ 0	$ 0	0	0	$ 7,418	62,250	0	$ 69,668
Conversion of Series B convertible preferred stock to common stock	$ 0	$ 0	$ 0	$ (39)	$ 2	$ 37	$ 0	$ 0
Conversion of Series B convertible preferred stock to common stock (in shares)	0	0			11,000			39.000
Common stock issued for option exercises (in shares)																	0	0			699,000			699,000
Common stock issued for option exercises																	$ 0	$ 0	0	0	$ 126	1,598	0	$ 1,724
Shares withheld related to cashless exercise of options and taxes (in shares)																	0	0			(298,000)
Shares withheld related to cashless exercise of options and taxes																	$ 0	$ 0	0	0	$ (54)	(1,852)	0	(1,906)
Compensation cost for stock options granted																	0	0	0	0	0	5,267	0	5,267
Net loss																	$ 0	$ 0	0	0	$ 0	0	(20,606)	$ (20,606)
Issuance of common stock upon warrant exercise (in shares)																	0	0			37,451,000			37,451,000
Issuance of common stock upon warrant exercise																	$ 0	$ 0	0	0	$ 6,741	37,077	0	$ 43,818
Balance (in shares) at Dec. 31, 2021																	0	1,000			126,624,000
Balance at Dec. 31, 2021																	$ 0	$ 0	$ 0	$ 582	$ 22,792	$ 243,996	$ (129,234)	$ 138,136

Note 3 - Summary of Accounting Policies - New Accounting Standards Adoption (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jan. 01, 2021	Dec. 31, 2020
Warrant liability	$ 0		$ 13,003
Additional paid-in capital		139,619	129,887
Accumulated deficit	$ (129,234)	(108,628)	$ (111,899)
Accounting Standards Update 2020-06 [Member]
Warrant liability		(13,003)
Additional paid-in capital		9,732
Accumulated deficit		$ 3,271

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

+ References + Details

Note 15 - Subsequent Events (Details Textual) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions		1 Months Ended		12 Months Ended
	Feb. 24, 2022	Feb. 28, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Payment for Negotiation Rights			$ 1
Payment for Negotiation Rights, Negotiation Term (Month)			6 months
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares)				3,819
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)				$ 2.98
The 2020 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares)				3,819	3,140
Subsequent Event [Member]
Proceeds Form Early Termination Fee		$ 1
Subsequent Event [Member] \| The 2020 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)	2 years
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)	$ 1.25
Subsequent Event [Member] \| The 2020 Stock Incentive Plan [Member] \| Chairman of the Board, President and Chief Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares)	1,900
Subsequent Event [Member] \| The 2020 Stock Incentive Plan [Member] \| Chief Financial Officer, General Counsel and Secretary [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares)	747

Note 8 - Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

December 31, 2021	*Estimated Fair Value*		*Level 1*		*Level 2*		*Level 3*
Assets:
Money market account	$	51,796	$	51,796	$	-	$	-


December 31, 2020	*Estimated Fair Value*		*Level 1*		*Level 2*		*Level 3*
Assets:
Money market account	$	1,789	$	1,789	$	-	$	-
Liabilities:
Common stock warrant liability	$	13,003	$	-	$	-	$	13,003

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]


Warrant Liability
Beginning balance	$	13,003
Reclassification of equity upon adoption of accounting standard		(13,003	)
Issuance of warrants		-
Change in fair value		-
Ending balance	$	-

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation:

The accompanying consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (SEC) and in accordance with accounting principles generally accepted in the United States of America (GAAP). The accompanying consolidated financial statements include the financial statements of Atossa Therapeutics, Inc. and its wholly-owned subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation. All amounts have been presented in thousands, except for par value and per share data.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates:

The preparation of financial statements in conformity with 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Pronouncements:

In November 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-10, Government Assistance (Topic 832) – Disclosures by Business Entities about Government Assistance, which requires business entities to disclose information about transactions with a government that are accounted for by applying a grant or contribution model by analogy (for example, IFRS guidance in IAS 20 or guidance on contributions for not-for-profit entities in ASC 958-605). For transactions within scope, the new standard requires the disclosure of information about the nature of the transaction, including significant terms and conditions, as well as the amounts and specific financial statement line items affected by the transaction. The new guidance is effective for annual reporting periods beginning after December 15, 2021. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

On May 3, 2021, the FASB issued ASU No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options — a consensus of the FASB Emerging Issues Task Force. The ASU provides a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. The guidance will be effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

Recently Adopted Accounting Pronouncements:

On January 1, 2021, the Company early adopted ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Topic 470) and Derivative Hedging - Contracts in an Entity's Own Equity (Topic 815), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. The guidance is effective for fiscal years beginning on or after December 15, 2023, with early adoption permitted, but not earlier than fiscal years beginning after December 15, 2020. The amendments in ASU No. 2020-06 removed the requirement that an instrument or embedded feature must permit settlement in unregistered shares in order to qualify for equity classification. The removal of this criterion allowed the Company to reclassify the common stock liability to equity upon adoption. The Company implemented this ASU using the modified retrospective approach. Upon adoption, the Company recorded a cumulative adjustment to beginning Stockholders' Equity in the amount of $13,003 to reclassify the common stock warrant liability to accumulated deficit and additional paid-in capital.

The guidance removes the liability and equity separation models for convertible instruments with a cash conversion feature or beneficial conversion feature. As a result, companies will more likely account for convertible debt instruments wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e. as a single unit of account). In addition, the guidance simplifies the settlement assessment that issuers perform to determine whether a contract in their own equity qualifies for equity classification. Finally, the guidance requires entities to use the if-converted method to calculate earnings per share for all convertible instruments.

The cumulative effect of initially applying the new standard was recognized as an adjustment to accumulated deficit. Upon the adoption of the new standard, the Company recognized the following adjustments:

	Ending Balance as of December 31, 2020			ASU 2020-06 Adjustments			Beginning Balance as of January 1, 2021
Warrant liability	$	13,003		$	(13,003	)	$	-
Additional paid-in capital		129,887			9,732			139,619
Accumulated deficit		(111,899	)		3,271			(108,628	)

The $3,271 adjustment to accumulated deficit includes warrant financing expenses of $939 and the change in fair value of common stock warrants of $2,333 subsequent to initial recognition.

On January 1, 2021, the Company adopted ASU 2019-12, Income Taxes, (Topic 740): Simplifying the Accounting for Income Taxes, which amends the existing guidance relating to accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of U.S. GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. This ASU did not have a material effect on the consolidated financial statements.

Research and Development Expense, Policy [Policy Text Block]

Research and Development

Research and development (R&D) costs are generally expensed as incurred. R&D expenses include, for example, manufacturing expense for the Company's drugs under development, expenses associated with clinical trials and associated salaries and benefits. The Company has entered into various research and development contracts with research institutions, clinical research organizations, clinical manufacturing organizations and other companies. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and payments made in advance of performance are reflected in the accompanying consolidated balance sheets as prepaid expenses. The Company records accruals for estimated costs incurred for ongoing research and development activities. When evaluating the adequacy of the accrued expenses, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the prepaid expense or accrued expense balances at the end of any reporting period. Actual results could differ from the Company’s estimates.

R&D expenses also include an allocation of the CEO's salary and related benefits including bonus and non-cash stock-based compensation expense based on an estimate of total hours expended on research and development activities. The Company's CEO is involved in the development of the Company's drug candidates and oversight of the related clinical trial activity.

Income Tax, Policy [Policy Text Block]

Income Taxes

The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. The Company elects to accrue any interest or penalties related to income taxes as part of its income tax expense.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.

Property, Plant and Equipment, Policy [Policy Text Block]

Furniture and Equipment

Furniture and equipment are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When furniture and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations.

Depreciation is computed using the straight-line method over the estimated useful lives ranging from three to five years.

Furniture and equipment amounted to $36 and $186 at December 31, 2021 and 2020, respectively. Accumulated depreciation was $16 and $165 at December 31, 2021, and 2020, respectively. Depreciation expense for the years ended December 31, 2021 and 2020, was $10 and $19, respectively.

The Company periodically evaluates the carrying value of long-lived assets to be held and used and, if necessary, records impairment losses when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-loved assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. For the years ended December 31, 2021 and 2020, no impairment of furniture and equipment was recorded.

Fair Value Measurement, Policy [Policy Text Block]

Fair Value Measurements

The Company records financial assets and liabilities measured on a recurring and non-recurring basis as well as all non-financial assets and liabilities subject to fair value measurement at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. These fair value principles prioritize valuation inputs across three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company's assumptions used to measure assets and liabilities at fair value. An asset or liability's classification within the various levels is determined based on the lowest level input that is significant to the fair value measurement. Also refer to Note 8.

Intangible Assets, Finite-Lived, Policy [Policy Text Block]

Intangible Assets

Intangible assets consist of intellectual property and software acquired. Intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. Impairment losses must be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the assets. Estimating future cash flows related to an intangible asset involves significant estimates and assumptions. If our assumptions are not correct, there could be an impairment loss or, in the case of a change in the estimated useful life of the asset, a change in amortization expense.

No impairment charges were recorded during the years ended December 31, 2021, or December 31, 2020.

Amortization of intangible assets is computed using the straight-line method over the estimated useful lives ranging from three to ten years.

Intangible assets were fully amortized as of December 31, 2021. At December 31, 2020, intangible assets amounted to $54. Accumulated amortization was $41 at December 31, 2020. Amortization expense for the years ended December 31, 2021 and 2020, was $13 and $28, respectively.

Lessee, Leases [Policy Text Block]

Leases

The Company evaluates all contractual agreements at inception to determine if they contain a lease. Lease liabilities are measured at present value of lease payments not yet paid, using a discounted cash flow model that requires the use of a discount rate, or incremental borrowing rate. The Company does not record right-of-use assets or operating lease liabilities on leases with initial terms of 12 months or less. All Company leases are short term in duration; therefore no Right of Use Asset or Liability are recorded as of December 31, 2021.

Share-based Payment Arrangement [Policy Text Block]

Stock-based Payments

The Company measures and recognizes compensation expense for all stock-based payment awards made to employees, non-employee directors, and consultants, including employee stock options. Stock compensation expense is based on the estimated grant date fair value and is recognized as an expense over the requisite service period. The Company has made a policy election to recognize forfeitures when they occur.

The fair value of each option grant is estimated using the Black-Scholes option-pricing model, which requires assumptions regarding the expected volatility of the stock options, the expected life of the options, an expectation regarding future dividends on the Company’s common stock, and estimation of an appropriate risk-free interest rate. The Company’s expected common stock price volatility assumption is based upon the historical volatility of our stock price. The Company has elected the simplified method for the expected life assumption for stock option grants, which averages the contractual term of the options of ten years with the vesting term, typically one to four years, as the Company does not have sufficient history of option exercise experience. The dividend yield assumption of zero is based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends in the future. The risk-free interest rate used for each grant was based upon prevailing short-term interest rates over the expected life of the options.

Note 10 - Net Loss Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Net loss	$ (20,606)	$ (17,828)
Deemed dividend attributable to preferred stock	0	(4,503)
Net loss attributable to common shareholders	$ (20,606)	$ (22,331)
Weighted average common shares outstanding used to compute net loss per share, basic and diluted (in shares)	116,950	11,309
Net loss per share of common stock, basic and diluted: (in dollars per share)	$ (0.18)	$ (1.97)

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

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Note 6 - Research and Development Tax Rebate Receivable (Details Textual) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jan. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Research and Development Expense, Total		$ 9,210	$ 6,608
Research and Development Tax Rebate Receivable		1,072	635
Other Income [Member]
Foreign Currency Transaction Gain (Loss), Realized		72	42
Atossa Genetics AUS Pty Ltd [Member]
Research and Development Expense, Total	$ 1,429	1,251
Research and Development Tax Rebate Receivable		1,072	635
Research and Development Cash Rebate		$ 0	$ 850

Note 12 - Concentration of Credit Risk

12 Months Ended

Dec. 31, 2021

Concentration Risk Disclosure [Text Block]

NOTE 12: CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250. As of December 31, 2021 and December 31, 2020, the Company had $136,185 and $39,345, respectively, in excess of the FDIC insured limit, respectively.

Note 2 - Liquidity and Capital Resources

12 Months Ended

Dec. 31, 2021

Liquidity and Capital Resources [Text Block]

NOTE 2: LIQUIDITY AND CAPITAL RESOURCES

The Company has incurred net losses and negative operating cash flows since inception. For the year ended December 31, 2021, the Company recorded a net loss of $20,606 and used $16,472 of cash in operating activities. As of December 31, 2021, the Company had $136,377 in cash and cash equivalents and working capital of $138,114. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and believes it will need to continue to raise substantial additional capital to accomplish its business plan over the next several years. Management believes its currently available funding, including the funds received from warrant exercises and the issuance of common stock and warrants with net proceeds of $113,486 during 2021, will be sufficient to finance the Company’s operations for at least one year from the date these consolidated financial statements are issued. The Company plans to continue to fund its losses from operations and capital funding needs through a combination of public or private equity offerings, debt financings or other sources, including potential corporate collaborations, licenses and other similar arrangements. There can be no assurance as to the availability or terms upon which such financing and capital might be available in the future. If the Company is unable to secure additional funding, it may be forced to curtail or suspend its business plans.

Note 5 - Prepaid Expenses (Tables)

12 Months Ended

Dec. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]

	*December 31,*		*December 31,*
	*2021*		*2020*
Prepaid research and development	$	1,853	$	1,216
Prepaid insurance		461		418
Professional services		124		128
Retainer and security deposits		14		14
Prepaid rent		5		5
Other		31		33
Total prepaid expenses	$	2,488	$	1,814

Note 14 - Stock Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock compensation expense	$ 5,267	$ 3,019
General and Administrative Expense [Member]
Stock compensation expense	3,676	2,121
Research and Development Expense [Member]
Stock compensation expense	$ 1,591	$ 898

Note 14 - Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	*Year Ended December 31,*
	*2021*		*2020*
Risk-free interest rate		0.89% - 1.08%		0.28%-0.47%
Expected term (in years)		5.31 - 6.17		4.50-6.18
Dividend yield		-		-
Expected volatility		122% - 130%		103%-129%

Share-based Payment Arrangement, Option, Activity [Table Text Block]

	Number of Underlying Shares		Weighted- Average Exercise Price Per Share		Weighted- Average Contractual Life Remaining in Years		Aggregate Intrinsic Value
Outstanding as of January 1, 2021		7,067	$	2.74			$	-
Granted		3,819		2.98				100
Exercised		(699)		2.46				2,754
Forfeited		(160)		4.56				-
Expired		-		-				-
Outstanding as of December 31, 2021		10,027		2.82		8.27	$	1,006
Exercisable as of December 31, 2021		6,472		$2.87		7.78	$	938
Vested and expected to vest		10,027		$2.82		8.27	$	1,006

Share-based Payment Arrangement, Option [Member]

Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	*Year Ended December 31,*
	*2021*		*2020*
General and administrative	$	3,676	$	2,121
Research and development		1,591		898
Total stock compensation expense	$	5,267	$	3,019

Note 12 - Concentration of Credit Risk (Details Textual) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Cash, Uninsured Amount	$ 136,185	$ 39,345

Note 7 - Payroll Liabilities

12 Months Ended

Dec. 31, 2021

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

NOTE 7: PAYROLL LIABILITIES

Payroll liabilities consisted of the following:

	*December 31,*		*December 31,*
	*2021*		*2020*
Accrued bonuses	$	894	$	690
Accrued vacation		183		171
Accrued payroll		107		103
Total payroll liabilities	$	1,184	$	964

Note 10 - Net Loss Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Text Block]

NOTE 10: NET LOSS PER SHARE

The Company follows the two-class method when computing net loss per share as the Company has issued warrants and preferred stock that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding. In addition, in computing the dilutive effect of convertible securities, the numerator is adjusted to add back any convertible preferred dividends. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares that would have been outstanding during the period assuming the issuance of common shares for all potential dilutive common shares outstanding. Potential common shares consist of potential future exercises of outstanding stock options and common stock warrants. Because the inclusion of potential common shares would be anti-dilutive for all periods presented, they have been excluded from the calculation.

The Company’s common stock warrants and preferred stock contractually entitles the holders of such securities to participate in dividends but do not contractually require the holders of such securities to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2021, and 2020.

The following table summarizes the Company’s calculation of net loss per common share:

	*Year Ended December 31,*
	*2021*			*2020*
Numerator
Net loss	$	(20,606	)	$	(17,828	)
Deemed dividend attributable to preferred stock		-			(4,503	)
Net loss attributable to common shareholders	$	(20,606	)	$	(22,331	)
Denominator
Weighted average common shares outstanding used to compute net loss per share, basic and diluted		116,950			11,309
Net loss per share of common stock, basic and diluted:	$	(0.18	)	$	(1.97	)

The following table sets forth the weighted average number of potential common shares excluded from the calculation of net loss per diluted share, because including them would be anti-dilutive:

	Year Ended December 31,
	2021		2020
Options to purchase common stock		9,036		6,138
Series B convertible preferred stock		171		227
Warrants to purchase common stock		24,144		2,271
		33,351		8,636

Note 9 - Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

	Outstanding Warrants to Purchase Shares		Exercise Price		Expiration date
May 2018 warrants		762	$	4.05	May 30, 2022
December 2020 warrants		6,490	$	1.00	December 11 2024-June 21, 2025
January 2021 warrants		4,500	$	1.055	July 8, 2025
March 2021 warrants		10,525	$	2.88	September 22, 2025
		22,277

Warrant [Member]

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]

Initial Valuation
Common stock price	$	0.87-0.89
Exercise price	$	1.00
Risk-free interest rate		0.28	%
Expected term	4.0 years
Dividend yield		-
Expected volatility		107%-124	%

December 31, 2020 Valuation
Common stock price	$	0.95
Exercise price	$	1.00
Risk-free interest rate		0.27	%
Expected term	4.0 years
Dividend yield		-
Expected volatility		127	%

Note 5 - Prepaid Expenses

12 Months Ended

Dec. 31, 2021

Prepaid Expenses [Text Block]

NOTE 5: PREPAID EXPENSES

Prepaid expenses consisted of the following:

	*December 31,*		*December 31,*
	*2021*		*2020*
Prepaid research and development	$	1,853	$	1,216
Prepaid insurance		461		418
Professional services		124		128
Retainer and security deposits		14		14
Prepaid rent		5		5
Other		31		33
Total prepaid expenses	$	2,488	$	1,814

Note 6 - Research and Development Tax Rebate Receivable

12 Months Ended

Dec. 31, 2021

Research and Development Tax Rebate Receivable [Text Block]

NOTE 6: RESEARCH AND DEVELOPMENT TAX REBATE RECEIVABLE

On May 23, 2017, Atossa formed a wholly-owned subsidiary in Australia called Atossa Genetics AUS Pty Ltd. The purpose of this subsidiary is to perform R&D activities including our Phase 1 and Phase 2 Endoxifen and COVID-19 clinical trials. Australia offers an R&D cash rebate of $0.435 per dollar spent on qualified R&D activities incurred in the country. During the years ended December 31, 2021 and December 31, 2020, the Company incurred qualified R&D expenses in Australia of $1,251 and $1,429, respectively. At December 31, 2021 and December 31, 2020, we had a total R&D rebate receivable of $1,072 and $635, respectively. For the years ended December 31, 2021 and 2020, the Company collected R&D cash rebates of $0 and $850, respectively.

The Company had realized (losses) and gains on foreign currency exchange during the years ended December 31, 2021 and December 31, 2020, of $72 and $42, respectively, which is included in Other (expense) income, net in the Consolidated Statements of Operations.

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 136,377	$ 39,554
Restricted cash	110	110
Prepaid expenses	2,488	1,814
Research and development tax rebate receivable	1,072	635
Other current assets	1,193	657
Total current assets	141,240	42,770
Furniture and equipment, net	20	21
Intangible assets, net	0	13
Right-of-use asset	0	18
Other assets	2	17
Total Assets	141,262	42,839
Current liabilities
Accounts payable	1,717	1,589
Accrued expenses	204	93
Payroll liabilities	1,184	964
Common stock warrant liability	0	13,003
Lease liability	0	18
Other current liabilities	21	4
Total current liabilities	3,126	15,671
Total Liabilities	3,126	15,671
Commitments and contingencies (Note 13)
Stockholders' equity
Preferred stock - $0.001 par value; 10,000 shares authorized; 1 share issued and outstanding as of December 31, 2021 and December 31, 2020, respectively	0	0
Common stock - $0.18 par value; 175,000 shares authorized; 126,624 and 47,550 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively	22,792	8,559
Additional paid-in capital	243,996	129,887
Accumulated deficit	(129,234)	(111,899)
Total Stockholders' Equity	138,136	27,168
Total Liabilities and Stockholders' Equity	141,262	42,839
Series B Preferred Stock [Member]
Stockholders' equity
Additional paid-in capital - Series B convertible preferred stock	$ 582	$ 621

Note 14 - Stock Based Compensation - Valuation Assumptions (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Dividend yield	0.00%
Share-based Payment Arrangement, Option [Member]
Dividend yield	0.00%	0.00%
Share-based Payment Arrangement, Option [Member] \| Minimum [Member]
Risk-free interest rate	0.89%	0.28%
Expected term (in years) (Year)	5 years 3 months 21 days	4 years 6 months
Expected volatility	122.00%	103.00%
Share-based Payment Arrangement, Option [Member] \| Maximum [Member]
Risk-free interest rate	1.08%	0.47%
Expected term (in years) (Year)	6 years 2 months 1 day	6 years 2 months 4 days
Expected volatility	130.00%	129.00%

Note 14 - Stock Based Compensation - Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Outstanding, shares (in shares) \| shares	7,067
Outstanding, weighted average exercise price per share (in dollars per share) \| $ / shares	$ 2.74
Granted (in shares) \| shares	3,819
Granted, weighted average exercise price per share (in dollars per share) \| $ / shares	$ 2.98
Granted, aggregate intrinsic value \| $	$ 100
Exercised (in shares) \| shares	(699)
Exercised, weighted average exercise price per share (in dollars per share) \| $ / shares	$ 2.46
Exercised, aggregate intrinsic value \| $	$ 2,754
Forfeited (in shares) \| shares	(160)
Forfeited, weighted average exercise price per share (in dollars per share) \| $ / shares	$ 4.56
Expired (in shares) \| shares	0
Expired, weighted average exercise price per share (in dollars per share) \| $ / shares	$ 0
Outstanding, shares (in shares) \| shares	10,027
Outstanding, weighted average exercise price per share (in dollars per share) \| $ / shares	$ 2.82
Outstanding, weighted average contractual life remaining in years (Year)	8 years 3 months 7 days
Outstanding, aggregate intrinsic value \| $	$ 1,006
Exercisable, shares (in shares) \| shares	6,472
Exercisable, Weighted average exercise price per share (in dollars per share) \| $ / shares	$ 2.87
Exercisable, weighted average contractual life remaining in years (Year)	7 years 9 months 10 days
Exercisable, aggregate intrinsic value \| $	$ 938
Vested and expected to vest, shares (in shares) \| shares	10,027
Vested and expected to vest, Weighted average exercise price per share (in dollars per share) \| $ / shares	$ 2.82
Vested and expected to vest, weighted average contractual life remaining in years (Year)	8 years 3 months 7 days
Vested and expected to vest, aggregate intrinsic value \| $	$ 1,006

Consolidated Balance Sheets (Parentheticals) - $ / shares shares in Thousands	Dec. 31, 2021	Dec. 31, 2020
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized (in shares)	10,000	10,000
Preferred stock, issued (in shares)	1	1
Preferred stock, outstanding (in shares)	1	1
Common stock, par value (in dollars per share)	$ 0.18	$ 0.18
Common stock, authorized (in shares)	175,000	175,000
Common stock, issued (in shares)	126,624	47,550
Common stock, outstanding (in shares)	126,624	47,550

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating expenses
Research and development	$ 9,210	$ 6,608
General and administrative	11,311	7,999
Total operating expenses	20,521	14,607
Operating loss	(20,521)	(14,607)
Change in fair value of common stock warrants	0	(2,333)
Warrant financing expense	0	(939)
Other (expense) income, net	(85)	51
Loss before income taxes	(20,606)	(17,828)
Income taxes	0	0
Net loss	(20,606)	(17,828)
Deemed dividend attributable to preferred stock	0	(4,503)
Net loss applicable to common shareholders	$ (20,606)	$ (22,331)
Loss per common share - basic and diluted (in dollars per share)	$ (0.18)	$ (1.97)
Weighted average shares outstanding - basic and diluted (in shares)	116,950	11,309

Note 11 - Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Text Block]

NOTE 11: INCOME TAXES

The Company accounts for income taxes using the asset and liability method, under which deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

The Company did not record an income tax benefit for its losses incurred for the years ended December 31, 2021 or 2020, due to uncertainty regarding utilization of its net operating loss carryforwards and due to its history of losses. The benefit for income taxes differs from the benefit computed by applying the federal statutory rate to loss before income taxes as follows:



	*Year Ended December 31,*
	*2021*			*2020*
Expected federal income tax benefit	$	(4,327	)	$	(3,744	)
Stock compensation		-			26
Other permanent items		81			1,082
Other deferred items		(100	)		(350	)
Recognition of foreign NOLs		(557	)		-
Effect of change in valuation allowance		4,903			2,986
Actual federal income tax benefit	$	-		$	-

The components of net deferred tax assets and liabilities are as follows:


	*As of December 31,*
	*2021*			*2020*
Deferred tax assets
Obsolete inventory	$	-		$	22
Accrued vacation		38			36
Stock-based compensation		3,007			2,408
Lease obligation		-			4
Intangible assets, net		382			449
Net operating loss carryforwards		11,511			7,118
Other		-			1
Valuation allowance		(14,937	)		(10,034	)
Deferred tax asset	$	1		$	4

Deferred tax liabilities
Fixed assets	$	(1	)	$	-
Right-of-use asset		-			(4	)
Net deferred tax asset	$	-		$	-

Based on an assessment of all available evidence including, but not limited to the Company’s limited operating history in its core business and the Company's pre-revenue status, uncertainties of the commercial viability of its technology, the impact of government regulation and healthcare reform initiatives, and other risks normally associated with biotechnology companies, the Company has concluded that it is more likely than not that these net operating loss carryforwards and other deferred tax assets will not be realized and, as a result, a full valuation allowance has been recorded against the Company’s deferred income tax assets. Utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by the Internal Revenue Code Section 382. In general, an “ownership change,” as defined by Section 382, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. Any limitation may result in expiration of all or a portion of the net operating loss carryforwards before utilization. Since the Company’s initial public offering, ownership changes have triggered a Section 382 limitation, which limits the ability to utilize net operating loss carryforwards.

The Company has incurred net operating losses from inception. At December 31, 2021, the Company had domestic federal net operating loss carryforwards of $94,700 and foreign net operating loss carryforwards of approximately $1,857. In 2021 and previous years, the Company completed public offerings, which triggered ownership changes under Section 382. We believe that as of December 31, 2021, the gross net operating loss carryforwards have been limited to $52,200, which are available to reduce future taxable income. Federal net operating loss carryforwards generated through December 31, 2017 expire at various dates beginning in 2029 through 2038, while federal net operating loss carryforwards generated after 2018 do not expire. Foreign net operating losses do not expire. The Company recorded a valuation allowance against all of its net deferred tax assets of $14,937 and $10,034 as of December 31, 2021, and 2020, respectively, for a net increase of $4,903 from 2020 to 2021 and a net increase of $2,986 from 2019 to 2020.

The Company files income tax returns in the U.S. The Company is subject to tax examinations for the 2015 tax year and beyond. The Company has no unrecognized tax positions and does not believe there will be any material changes in its unrecognized tax positions over the next 12 months. The Company has not incurred any interest or penalties related to unrecognized tax positions. In the event that the Company is assessed interest or penalties at some point in the future, they will be classified in the consolidated financial statements as general and administrative expense.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Note 9 - Stockholders' Equity - Fair Value of Liability Warrants (Details) - Warrant [Member]	Dec. 31, 2021 $ / shares yr
Measurement Input, Share Price [Member] \| The 2020 Warrants at End-of-year Valuation [Member]
Liability warrants, measurement input (in dollars per share)	0.95
Measurement Input, Share Price [Member] \| Minimum [Member] \| The 2020 Warrants at Initial Valuation [Member]
Liability warrants, measurement input (in dollars per share)	0.87
Measurement Input, Share Price [Member] \| Maximum [Member] \| The 2020 Warrants at Initial Valuation [Member]
Liability warrants, measurement input (in dollars per share)	0.89
Measurement Input, Exercise Price [Member] \| The 2020 Warrants at Initial Valuation [Member]
Liability warrants, measurement input (in dollars per share)	1.00
Measurement Input, Exercise Price [Member] \| The 2020 Warrants at End-of-year Valuation [Member]
Liability warrants, measurement input (in dollars per share)	1.00
Measurement Input, Risk Free Interest Rate [Member] \| The 2020 Warrants at Initial Valuation [Member]
Liability warrants, measurement input (in dollars per share)	0.0028
Measurement Input, Risk Free Interest Rate [Member] \| The 2020 Warrants at End-of-year Valuation [Member]
Liability warrants, measurement input (in dollars per share)	0.0027
Measurement Input, Expected Term [Member] \| The 2020 Warrants at Initial Valuation [Member]
Liability warrants, measurement input (in dollars per share) \| yr	4.0
Measurement Input, Expected Term [Member] \| The 2020 Warrants at End-of-year Valuation [Member]
Liability warrants, measurement input (in dollars per share) \| yr	4.0
Measurement Input, Price Volatility [Member] \| The 2020 Warrants at End-of-year Valuation [Member]
Liability warrants, measurement input (in dollars per share)	1.27
Measurement Input, Price Volatility [Member] \| Minimum [Member] \| The 2020 Warrants at Initial Valuation [Member]
Liability warrants, measurement input (in dollars per share)	1.07
Measurement Input, Price Volatility [Member] \| Maximum [Member] \| The 2020 Warrants at Initial Valuation [Member]
Liability warrants, measurement input (in dollars per share)	1.24

Note 13 - Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Text Block]

NOTE 13: COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company evaluates all contractual agreements at inception to determine if they contain a lease. Lease liabilities are measured at present value of lease payments not yet paid, using a discounted cash flow model that requires the use of a discount rate, or incremental borrowing rate. Lease terms of 12 months or less are considering short term operating leases and no asset or liability is recognized.

The Company's operating lease assets consist of an office lease and a copier system lease. Our office lease expired February 28, 2021. On March 2021, the Company entered into a new operating lease for office space to pay monthly rent of $1 for a term of 12 months. Our copier system lease expired in October 2021 and was not renewed. None of our leases contain options to extend. As of December 31, 2021, the right of use asset and lease liability balances were $0.

In May 2020, we amended our office lease and extended the expiration from August 31, 2020, to February 28, 2021. This amendment increased our right of use asset and lease liability by $20. Total operating lease expense for the year ended December 31, 2021 and 2020, was $17 and $57, respectively, and variable lease payments of taxes and insurance were immaterial. The weighted average discount rate of our operating leases was 11.3%.

As of December 31, 2021 there are no future minimum lease payments due for 2022. Future minimum lease payments are reported in the consolidated balance sheets at December 31, 2020 net of $1 of imputed interest. The cash paid for amounts included in the measurement of operating lease liabilities for the year ended December 31, 2021 and 2020, was approximately $19 and $55, respectively.

The Company had lease expense under short term leases of $26 and $18 during the year ended December 31, 2021, and 2020, respectively.

Litigation and Contingencies

We are subject to legal proceedings and claims that arise in the normal course of business. We believe these matters are either without merit or of a kind that should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows.

Note 3 - Summary of Accounting Policies (Details Textual) - USD ($) $ in Thousands		12 Months Ended
	Jan. 01, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Stockholders' Equity Attributable to Parent, Ending Balance		$ 138,136	$ 27,168	$ 13,156
Fair Value Adjustment of Warrants		(0)	2,333
Property, Plant and Equipment, Gross, Ending Balance		36	186
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment, Ending Balance		16	165
Depreciation, Total		10	19
Impairment, Long-Lived Asset, Held-for-Use, Total		0	0
Impairment of Intangible Assets, Finite-lived		0	0
Intangible Assets, Net (Excluding Goodwill), Total		54	41
Finite-Lived Intangible Assets, Accumulated Amortization		13	28
Operating Lease, Right-of-Use Asset		0	$ 18
Operating Lease, Liability, Total		$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate		0.00%
Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year)		10 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate		0.00%	0.00%
Minimum [Member]
Property, Plant and Equipment, Useful Life (Year)		3 years
Finite-Lived Intangible Asset, Useful Life (Year)			3 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Vesting Term (Year)		1 year
Maximum [Member]
Property, Plant and Equipment, Useful Life (Year)		5 years
Finite-Lived Intangible Asset, Useful Life (Year)			10 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Vesting Term (Year)		4 years
Retained Earnings [Member]
Stockholders' Equity Attributable to Parent, Ending Balance		$ (129,234)	$ (111,899)	$ (94,071)
Accounting Standards Update 2020-06 [Member] \| Cumulative Effect, Period of Adoption, Adjustment [Member]
Stockholders' Equity Attributable to Parent, Ending Balance	$ 13,003
Reclassification of Warrant Financing Expenses	939
Fair Value Adjustment of Warrants	2,333
Accounting Standards Update 2020-06 [Member] \| Cumulative Effect, Period of Adoption, Adjustment [Member] \| Retained Earnings [Member]
Stockholders' Equity Attributable to Parent, Ending Balance	$ 3,271

Note 8 - Fair Value of Financial Instruments - Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Common stock warrant liability		$ 13,003
Fair Value, Inputs, Level 1 [Member]
Common stock warrant liability		0
Fair Value, Inputs, Level 2 [Member]
Common stock warrant liability		0
Fair Value, Inputs, Level 3 [Member]
Common stock warrant liability		13,003
Money Market Funds [Member]
Money market account	$ 51,796	1,789
Money Market Funds [Member] \| Fair Value, Inputs, Level 1 [Member]
Money market account	51,796	1,789
Money Market Funds [Member] \| Fair Value, Inputs, Level 2 [Member]
Money market account	0	0
Money Market Funds [Member] \| Fair Value, Inputs, Level 3 [Member]
Money market account	$ 0	$ 0

Note 9 - Stockholders' Equity - Outstanding Warrants (Details) - $ / shares	Dec. 31, 2021	Dec. 21, 2020
Outstanding Warrants to Purchase Shares (in shares)	22,277,000
The 2018 Warrants [Member]
Outstanding Warrants to Purchase Shares (in shares)	762
Exercise Price (in dollars per share)	$ 4.05
The 2020 Warrants [Member]
Outstanding Warrants to Purchase Shares (in shares)	6,490
Exercise Price (in dollars per share)	$ 1.00	$ 1.00
The January 2021 Warrants [Member]
Outstanding Warrants to Purchase Shares (in shares)	4,500
Exercise Price (in dollars per share)	$ 1.055
The March 2021 Warrants [Member]
Outstanding Warrants to Purchase Shares (in shares)	10,525
Exercise Price (in dollars per share)	$ 2.88

Note 11 - Income Taxes - Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Obsolete inventory	$ 0	$ 22
Deferred tax assets, accrued vacation	38	36
Stock-based compensation	3,007	2,408
Lease obligation	0	4
Intangible assets, net	382	449
Net operating loss carryforwards	11,511	7,118
Other	0	1
Valuation allowance	(14,937)	(10,034)
Deferred tax asset	1	4
Fixed assets	(1)	0
Right-of-use asset	0	(4)
Net deferred tax asset	$ 0	$ 0

Note 14 - Stock Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Text Block]

NOTE 14: STOCK BASED COMPENSATION

Stock Option and Incentive Plan

On March 24, 2020, the Board of Directors approved the adoption of the 2020 Stock Incentive Plan (2020 Plan) to provide for the grant of equity-based awards to employees, officers, non-employee directors and other key persons providing services to the Company. No awards may be granted under the 2020 Plan after the date that is 10 years from the date of stockholder approval. An aggregate of 3,000 shares were initially reserved for issuance in connection with awards granted under the 2020 Plan. On May 14, 2021, the stockholders approved an additional 15,000 shares available for issuance under the 2020 Plan. There are 11,936 options available for grant under the 2020 Plan as of December 31, 2021.

On September 28, 2010, the Board of Directors approved the adoption of the 2010 Stock Option and Incentive Plan (2010 Plan) to provide for the grant of equity-based awards to employees, officers, non-employee directors and other key persons providing services to the Company. Awards of incentive options could be granted under the 2010 Plan until September 2020. No other awards may be granted under the 2010 Plan after the date that is 10 years from the date of stockholder approval. Between 2016 and 2019 a total of 4,242 additional shares were shareholder approved. The automatic additions to the 2010 Plan since inception pursuant to the “evergreen” terms added an additional 740 shares. Shares may no longer be granted under the expired 2010 Stock Option Incentive Plan.

The Company granted options to purchase 3,819 and 3,140 shares of common stock to employees and directors during the years ended December 31, 2021 and December 31, 2020, respectively. The weighted average grant date fair value of options granted during 2021 and 2020 was $2.56 and $1.56, respectively. There were 699 options exercised during the year ended December 31, 2021, at an average exercise price of $2.46. The Company issued 298 new common shares upon this net option exercise. There were 225 options exercised during the year ended December 31, 2020, at an average price of $2.40. The Company issued 76 new common shares upon this net option exercise.

Included in the 2020 options granted above, the Company granted the following stock options (the “2020 Performance Options”) to executives of the Company: (i) to the Chairman of the Board, President and Chief Executive Officer, an option to purchase 1,500 shares of Company common stock, 195 of which were granted under the Company’s 2010 Plan and 1,305 of which were granted under the Company’s 2020 Plan; and (ii) to the Chief Financial Officer, General Counsel and Secretary, an option to purchase 590 shares of Company common stock, 195 of which were granted under the 2010 Plan and 395 of which were granted under the 2020 Plan.

The 2020 Performance Options have an exercise price equal to fair market value of the Company’s common stock on the date of grant which was $1.48 per share. The 2020 Performance Options vest quarterly over two years; however, vesting shall accelerate with respect to 50% of any unvested options granted under the 2020 Plan upon U.S. Federal Drug Administration (FDA) approval of certain therapies. The 2020 Performance Options are subject to the option agreements and employment agreements with the executives.

The fair value of stock options granted for the years ended December 31, 2021 and 2020, was calculated using the Black-Scholes option-pricing model applying the following assumptions:

	*Year Ended December 31,*
	*2021*		*2020*
Risk-free interest rate		0.89% - 1.08%		0.28%-0.47%
Expected term (in years)		5.31 - 6.17		4.50-6.18
Dividend yield		-		-
Expected volatility		122% - 130%		103%-129%

Compensation costs associated with the Company’s stock options are recognized, based on the grant-date fair values of these options, over the requisite service period, or vesting period. Accordingly, the Company recognized stock-based compensation expense of $5,267 and $3,019 for the years ended December 31, 2021 and 2020, respectively, which was included in the following captions in the consolidated statements of operations:

	*Year Ended December 31,*
	*2021*		*2020*
General and administrative	$	3,676	$	2,121
Research and development		1,591		898
Total stock compensation expense	$	5,267	$	3,019

Options issued and outstanding as of December 31, 2021, and their activities during the year then ended are as follows:

	Number of Underlying Shares		Weighted- Average Exercise Price Per Share		Weighted- Average Contractual Life Remaining in Years		Aggregate Intrinsic Value
Outstanding as of January 1, 2021		7,067	$	2.74			$	-
Granted		3,819		2.98				100
Exercised		(699)		2.46				2,754
Forfeited		(160)		4.56				-
Expired		-		-				-
Outstanding as of December 31, 2021		10,027		2.82		8.27	$	1,006
Exercisable as of December 31, 2021		6,472		$2.87		7.78	$	938
Vested and expected to vest		10,027		$2.82		8.27	$	1,006

At December 31, 2021, there were 3,555 unvested options outstanding and the related unrecognized total compensation cost associated with these options was $7,187. This expense is expected to be recognized over a weighted-average period of 1.38 years.

Note 15 - Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Text Block]

NOTE 15: SUBSEQUENT EVENTS

The Company paid a fee of $1,000 in June 2021 to a U.S. leading research institution for the exclusive right to negotiate for the period of six months for the acquisition of the world-wide rights to two oncology R&D programs. This agreement was amended on December 3, 2021, which extended the negotiation term through April 18, 2022. Those negotiations concluded in February 2022 without reaching a definitive agreement and the research institution agreed to return the $1,000 fee as they did not honor their obligation and cancelled the agreement.

On February 24, 2022, the Company granted the following stock options to executives of the Company under the Company’s 2020 Stock Incentive Plan: (i) to Dr. Steven C. Quay, Chairman of the Board, President and Chief Executive Officer, an option to purchase 1,900 shares of Company Common Stock; and (ii) to Kyle Guse, Chief Financial Officer, General Counsel and Secretary, an option to purchase 747 shares of Company Common Stock. The Options vest quarterly over two years and have an exercise price equal to fair market value of the Company’s Common Stock on the date of grant which was $1.25 per share.

Note 10 - Net Loss Per Share - Schedule of Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Option [Member]
Number of potential common shares excluded (in shares)	9,036	6,138
Series B Convertible Preferred Stock [Member]
Number of potential common shares excluded (in shares)	171	227
Warrant [Member]
Number of potential common shares excluded (in shares)	24,144	2,271

Note 8 - Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Text Block]

NOTE 8: FAIR VALUE OF FINANCIAL INSTRUMENTS

Pursuant to the accounting guidance for fair value measurement and its subsequent updates, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The accounting guidance establishes a hierarchy for inputs used in measuring fair value that minimizes the use of unobservable inputs by requiring the use of observable market data when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on active market data. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances.

The fair value hierarchy is broken down into the three input levels summarized below:

● Level 1 —Valuations are based on quoted prices in active markets for identical assets or liabilities and readily accessible by us at the reporting date. Examples of assets and liabilities utilizing Level 1 inputs are certain money market funds, U.S. Treasuries and trading securities with quoted prices on active markets.

● Level 2 —Valuations based on inputs other than the quoted prices in active markets that are observable either directly or indirectly in active markets. Examples of assets and liabilities utilizing Level 2 inputs are U.S. government agency bonds, corporate bonds, commercial paper, certificates of deposit and over-the- counter derivatives.

● Level 3 —Valuations based on unobservable inputs in which there are little or no market data, which require the Company to develop its own assumptions.

Warrants issued in the December 11, 2020 offering and December 28, 2020 overallotment closing, which are discussed further in Note 9, contained provisions that may require the Company to settle the warrants in cash in an event outside the Company’s control and are therefore accounted for as liabilities, with changes in the fair values included in net loss for the respective periods. Because some of the inputs to the valuation model were either not observable or were not derived principally from or corroborated by observable market data by correlation or other means, the warrant liability was classified as Level 3 in the fair value hierarchy.

The following tables present the Company’s fair value hierarchy for all its financial assets and liabilities, by major security type, measured at fair value on a recurring basis:

December 31, 2021	*Estimated Fair Value*		*Level 1*		*Level 2*		*Level 3*
Assets:
Money market account	$	51,796	$	51,796	$	-	$	-


December 31, 2020	*Estimated Fair Value*		*Level 1*		*Level 2*		*Level 3*
Assets:
Money market account	$	1,789	$	1,789	$	-	$	-
Liabilities:
Common stock warrant liability	$	13,003	$	-	$	-	$	13,003

The following table summarizes the changes in the Company’s Level 3 warrant liability for the year ended December 31, 2021:


Warrant Liability
Beginning balance	$	13,003
Reclassification of equity upon adoption of accounting standard		(13,003	)
Issuance of warrants		-
Change in fair value		-
Ending balance	$	-

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

Note 9 - Stockholders' Equity (Details Textual) - USD ($)										1 Months Ended	12 Months Ended
	Mar. 22, 2021	Jan. 08, 2021	Jan. 06, 2021	Dec. 28, 2020	Dec. 21, 2020	Dec. 17, 2020	Dec. 08, 2020	Sep. 25, 2020	Feb. 07, 2020	Dec. 28, 2020	Dec. 31, 2021	Dec. 31, 2020	May 19, 2014
Number of Shares Authorized to Issue (in shares)											185,000,000
Common Stock, Shares Authorized (in shares)											175,000,000	175,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share)											$ 0.18	$ 0.18
Preferred Stock, Shares Authorized (in shares)											10,000,000	10,000,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)											$ 0.001	$ 0.001
Preferred Stock, Shares Issued, Total (in shares)											1,000	1,000
Stockholder Rights Agreement, Number of Preferred Stock Right Distributed for Each Share of Common Stock (in shares)													1
Stockholder Rights Agreement, Acquiring Person, Percentage of Ownership													15.00%
Stockholder Rights Agreement, Acquiring Person, Additional Percentage of Ownership													2.00%
Stockholder Rights Agreement, Initial Exercise Price of Each Right (in dollars per share)													$ 15.00
Stockholder Rights Agreement, Share Price (in dollars per share)													$ 30.00
Proceeds From Issuance of Common Stock and Warrants, Net of Issuance Costs											$ 69,668,000	$ 28,954,000
Common Stock and Warrants Issued During Period, Value, New Issues											69,668,000	29,675,000
Issuance of Common Stock and Warrants, Issuance Costs											5,493,000	1,890,000
Adjustments to Additional Paid in Capital, Allocation of Convertible Preferred Stock to Beneficial Conversion Feature and Warrant Liability												(2,474,000)
Preferred Stock, Deemed Dividend											$ (0)	4,503,000
Adjustments to Additional Paid in Capital, Preferred Stock, Deemed Dividend												0
Consummate a Business Combination, Percentage of Acquired Outstanding Shares											50.00%
Consummate a Business Combination, Percentage of Aggregate Ordinary Voting Power											50.00%
Class of Warrant or Right, Outstanding (in shares)											22,277,000
Proceeds from Warrant Exercises											$ 43,818,000	$ 0
Class of Warrant or Right, Exercised During Period (in shares)											37,451,000	0
Stock Issued During Period, Shares, Warrant Exercised (in shares)											37,451,000
Conversion of Series B Convertible Preferred Stock into Common Stock [Member]
Conversion of Stock, Shares Converted (in shares)											39.000	50.000
Conversion of Stock, Shares Issued (in shares)											11,000	15,000
Convertible Preferred Stock, Shares Issued upon Conversion (in shares)											284,000	284,000
Conversion of Series C Convertible Preferred Stock to Common Stock [Member]
Conversion of Stock, Shares Converted (in shares)												5,425
Conversion of Stock, Shares Issued (in shares)												5,425,000
Convertible Preferred Stock, Shares Issued upon Conversion (in shares)												1,000,000
Common Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares)												1,328,000
Common Stock and Warrants Issued During Period, Value, New Issues											$ 7,418,000	$ 5,684,000
Adjustments to Additional Paid in Capital, Allocation of Convertible Preferred Stock to Beneficial Conversion Feature and Warrant Liability												0
Adjustments to Additional Paid in Capital, Preferred Stock, Deemed Dividend												$ 0
Stock Issued During Period, Shares, Warrant Exercised (in shares)											37,451,000
Conversion of Stock, Shares Converted (in shares)												5,425,000
Common Stock [Member] \| Conversion of Series B Convertible Preferred Stock into Common Stock [Member]
Conversion of Stock, Shares Converted (in shares)											11,000	15,000
The 2021 Financing Transaction Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)	0.75										1
Warrants and Rights Outstanding, Term (Year)	4 years 6 months
Shares Issuable Upon Exercise of Warrants (in shares)											13,021,000
Warrants Exercisable, Ownership Percentage of Company’s Shares Allowed											4.99%
Common Stock, Convertible, Ownership Percentage of Company’s Shares Allowed											9.99%
Over-allotment Warrants Associated with Offering of Common Stock, Series B Convertible Preferred Stock and Warrants [Member] \| Maxim Group, LLC [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)							15,000,000
Warrants and Rights Outstanding, Term (Year)							4 years
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)							$ 1.00
The 2020 Liability Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)											1
Warrants and Rights Outstanding, Term (Year)											4 years
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)											$ 1.00
Warrants Exercisable, Ownership Percentage of Company’s Shares Allowed											4.99%
Common Stock, Convertible, Ownership Percentage of Company’s Shares Allowed											9.99%
The 2020 Offering Consisting of Common Stock and Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)						10,500,000
Warrants Associated with 2020 Offering Consisting of Common Stock and Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)						0.75
Warrants and Rights Outstanding, Term (Year)						4 years 6 months
The 2020 Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)					1
Warrants and Rights Outstanding, Term (Year)					4 years 6 months
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)					$ 1.00						$ 1.00
Warrants Exercisable, Ownership Percentage of Company’s Shares Allowed					4.99%
Common Stock, Convertible, Ownership Percentage of Company’s Shares Allowed					9.99%
Class of Warrant or Right, Outstanding (in shares)											6,490
The 2021 Financing Transaction [Member]
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.18		$ 0.18
Stock Issued During Period, Shares, New Issues (in shares)	17,361,000		23,850,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	13,021,000
Issuance of Common Stock and Warrants, Combined Purchase Price Per Share (in dollars per share)			$ 1.055
Stock Issuance Costs, Commission Fee Percent	7.00%		7.00%
Maximum Stock Issuance Expenses to Reimburse Placement Agent	$ 45,000		$ 45,000
Proceeds From Issuance of Common Stock and Warrants, Net of Issuance Costs	$ 46,400,000	$ 23,300,000
Shares Issued, Price Per Share (in dollars per share)	$ 2.88
The 2021 Financing Transaction [Member] \| The 2021 Financing Transaction Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			17,888,000
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)			0.75
Warrants and Rights Outstanding, Term (Year)			4 years 6 months
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)			$ 1.055
At The Market Offering [Member]
Common Stock, Par or Stated Value Per Share (in dollars per share)									$ 0.18
Stock to be Issued, Maximum Value									$ 5,000,000
At The Market Offering [Member] \| Oppenheimer & Co. Inc. [Member]
Stock Issued During Period, Shares, New Issues (in shares)												1,244,000
Stock Issuance Costs, Commission Fee Percent									3.00%
Proceeds from Issuance of Common Stock, Net												$ 4,686,000
Payments of Stock Issuance Costs												$ 314,000
At The Market Offering [Member] \| Maxim Group, LLC [Member]
Common Stock, Par or Stated Value Per Share (in dollars per share)								$ 0.18
Stock Issued During Period, Shares, New Issues (in shares)												84,000
Stock Issuance Costs, Commission Fee Percent								3.00%
Stock to be Issued, Maximum Value								$ 10,000,000
Payments of Stock Issuance Costs												$ 161,000
Proceeds from Issuance of Common Stock												140,000
Offering of Common Stock, Series C Convertible Preferred Stock and Warrants [Member] \| Maxim Group, LLC [Member]
Adjustments to Additional Paid in Capital, Allocation of Convertible Preferred Stock to Beneficial Conversion Feature and Warrant Liability												$ (2,474,000)
Offering of Common Stock, Series C Convertible Preferred Stock and Warrants [Member] \| Maxim Group, LLC [Member] \| Common Stock [Member]
Preferred Stock, Par or Stated Value Per Share (in dollars per share)							$ 0.001
Stock Issued During Period, Shares, New Issues (in shares)							14,575,000
Shares Issued, Price Per Share (in dollars per share)							$ 1.00
Offering of Common Stock, Series C Convertible Preferred Stock and Warrants [Member] \| Maxim Group, LLC [Member] \| Series C Convertible Preferred Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares)							5,000
Shares Issued, Price Per Share (in dollars per share)							$ 1,000.00
Offering of Common Stock, Series C Convertible Preferred Stock and Warrants, Over-allotment Option {member] \| Maxim Group, LLC [Member]
Stock Issued During Period, Shares, New Issues (in shares)				3,000,000
Payments of Stock Issuance Costs				$ 2,024,000
Class of Warrant or Right, Issued During Period (in shares)				2,250,000
Proceeds from Issuance or Sale of Equity, Net				$ 20,976,000
Common Stock and Warrants Issued During Period, Value, New Issues				16,750,000
Issuance of Common Stock and Warrants, Issuance Costs				825,000
Allocation of Proceeds from the Sale of Common Stock and Warrants to the Warrant Liability				8,196,000
The 2020 Offering Consisting of Common Stock and Warrants [Member]
Stock Issued During Period, Shares, New Issues (in shares)						14,000,000
Securities Purchase Agreement with Certain Institutional and Accredited Investors [Member]
Issuance of Common Stock and Warrants, Combined Purchase Price Per Share (in dollars per share)						$ 1.00
Proceeds From Issuance of Common Stock and Warrants, Net of Issuance Costs					$ 12,925,000
Issuance of Common Stock and Warrants, Issuance Costs					$ 1,075,000
Warrants Issued with Common Stock, Percentage of Shares of Common Stock						75.00%
Series A Junior Participating Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)											750,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)											$ 0.001
Preferred Stock, Shares Issued, Total (in shares)											0	0
Series A Convertible Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)											4,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)											$ 0.001
Preferred Stock, Shares Issued, Total (in shares)											0	0
Series B Convertible Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)											25,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)											$ 0.001
Series C Convertible Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)											20,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)											$ 0.001
Preferred Stock, Shares Issued, Total (in shares)											0	0
Preferred Stock, Convertible, Period Following Closing at which Convertibility Commences (Year)											1 year
Stated Value per Share											$ 1,000
Preferred Stock, Convertible, Conversion Price (in dollars per share)											$ 1.00
Preferred Stock, Convertible, Ownership Percentage of Company’s Shares Allowed											9.99%
Series C Convertible Preferred Stock [Member] \| Offering of Common Stock, Series C Convertible Preferred Stock and Warrants [Member] \| Maxim Group, LLC [Member]
Payments of Stock Issuance Costs										$ 939,000
Allocation of Proceeds from Sale of Preferred Stock and Warrants to Common Stock Warrant Liability										$ 2,474,000
Adjustments to Additional Paid in Capital, Allocation of Convertible Preferred Stock to Beneficial Conversion Feature and Warrant Liability												$ 1,769,000
Preferred Stock, Deemed Dividend												260,000
Adjustments to Additional Paid in Capital, Preferred Stock, Deemed Dividend												$ 4,503,000
Series C Convertible Preferred Stock [Member] \| Offering of Common Stock, Series C Convertible Preferred Stock and Warrants, Over-allotment Option {member] \| Maxim Group, LLC [Member]
Proceeds from Issuance or Sale of Equity, Net				5,165,000
Issuance of Preferred Stock, Issuance Costs				$ 260,000

Note 11 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]



	*Year Ended December 31,*
	*2021*			*2020*
Expected federal income tax benefit	$	(4,327	)	$	(3,744	)
Stock compensation		-			26
Other permanent items		81			1,082
Other deferred items		(100	)		(350	)
Recognition of foreign NOLs		(557	)		-
Effect of change in valuation allowance		4,903			2,986
Actual federal income tax benefit	$	-		$	-

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]


	*As of December 31,*
	*2021*			*2020*
Deferred tax assets
Obsolete inventory	$	-		$	22
Accrued vacation		38			36
Stock-based compensation		3,007			2,408
Lease obligation		-			4
Intangible assets, net		382			449
Net operating loss carryforwards		11,511			7,118
Other		-			1
Valuation allowance		(14,937	)		(10,034	)
Deferred tax asset	$	1		$	4

Deferred tax liabilities
Fixed assets	$	(1	)	$	-
Right-of-use asset		-			(4	)
Net deferred tax asset	$	-		$	-

Note 5 - Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Prepaid research and development	$ 1,853	$ 1,216
Prepaid insurance	461	418
Professional services	124	128
Retainer and security deposits	14	14
Prepaid rent	5	5
Other	31	33
Total prepaid expenses	$ 2,488	$ 1,814

Note 4 - Restricted Cash

12 Months Ended

Dec. 31, 2021

Restricted Assets Disclosure [Text Block]

NOTE 4: RESTRICTED CASH

The Company's restricted cash balance of $110 as of December 31, 2021 and 2020, consists entirely of cash pledged as security for the Company’s issued commercial credit cards.

Note 2 - Liquidity and Capital Resources (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Net Income (Loss) Attributable to Parent, Total	$ (20,606)	$ (17,828)
Net Cash Provided by (Used in) Operating Activities, Total	(16,472)	(11,570)
Cash and Cash Equivalents, at Carrying Value, Ending Balance	136,377	$ 39,554
Working Capital (Deficit)	138,114
Proceeds from Issuance or Sale of Equity, Total	$ 113,486

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

Note 11 - Income Taxes (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Expense (Benefit), Total	$ 0	$ 0
Gross Net Operating Loss Carryforwards	52,200
Deferred Tax Assets, Valuation Allowance, Total	14,937	10,034
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	4,903	$ 2,986
Unrecognized Tax Benefits, Ending Balance	0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total	0
Domestic Tax Authority [Member]
Operating Loss Carryforwards, Total	$ 94,700
Domestic Tax Authority [Member] \| Earliest Tax Year [Member]
Operating Loss Carryforwards, Expiration Year	2029
Domestic Tax Authority [Member] \| Latest Tax Year [Member]
Operating Loss Carryforwards, Expiration Year	2038
Foreign Tax Authority [Member]
Operating Loss Carryforwards, Total	$ 1,857

Note 14 - Stock Based Compensation (Details Textual) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands				12 Months Ended		48 Months Ended	120 Months Ended
	May 14, 2021	Apr. 09, 2020	Sep. 28, 2010	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Sep. 30, 2020	Mar. 24, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares)				3,819
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares)				699
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in dollars per share)				$ 2.46
Share-based Payment Arrangement, Expense				$ 5,267	$ 3,019
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares, Ending Balance (in shares)				3,555
Share-based Payment Arrangement, Option [Member]
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount				$ 7,187
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)				1 year 4 months 17 days
The 2020 Performance Options Plan [Member] \| Chairman of the Board, President and Chief Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares)		1,500
The 2020 Performance Options Plan [Member] \| Chief Financial Officer, General Counsel and Secretary [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares)		590
The 2020 Performance Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)		$ 1.48
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)		2 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Unvested Percentage for Vesting to Accelerate Under Certain Approvals		50.00%
The 2020 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)								3,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares)	15,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares)				3,819	3,140
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)				$ 2.56	$ 1.56
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares)				699	225
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in dollars per share)				$ 2.46	$ 2.40
Common Shares Issued Upon Net Option Exercise (in shares)				298	76
The 2020 Stock Incentive Plan [Member] \| Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)				11,936
Share-based Payment Arrangement, Expense				$ 5,267	$ 3,019
The 2020 Stock Incentive Plan [Member] \| The 2020 Performance Options Plan [Member] \| Chairman of the Board, President and Chief Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares)		1,305
The 2020 Stock Incentive Plan [Member] \| The 2020 Performance Options Plan [Member] \| Chief Financial Officer, General Counsel and Secretary [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares)		395
The 2010 Stock Option and Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares)						4,242	740
Share-based Compensation Arrangement by Share-based Payment Award, Period for Granting Shares (Year)			10 years
The 2010 Stock Option and Incentive Plan [Member] \| The 2020 Performance Options Plan [Member] \| Chairman of the Board, President and Chief Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares)		195
The 2010 Stock Option and Incentive Plan [Member] \| The 2020 Performance Options Plan [Member] \| Chief Financial Officer, General Counsel and Secretary [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares)		195

Note 9 - Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note Disclosure [Text Block]

NOTE 9: STOCKHOLDERS’ EQUITY

The Company is authorized to issue a total of 185,000 shares of stock consisting of 175,000 shares of common stock, par value $0.18 per share, and 10,000 shares of preferred stock, par value $0.001 per share. The Company has designated 750 shares of Series A junior participating preferred stock, par value $0.001 per share, 4 shares of Series A convertible preferred stock, par value $0.001 per share, 25 shares of Series B convertible preferred stock, par value $0.001 and 20 shares of Series C convertible preferred stock, par value $0.001 per share, through the filings of certificates of designation with the Delaware Secretary of State. No shares of Series A junior participating preferred stock, no shares of Series A convertible preferred stock and no shares of Series C convertible preferred stock are outstanding as of December 31, 2021 and December 31, 2020.

On May 19, 2014, the Company adopted a stockholder rights agreement which provides that all stockholders of record on May 26, 2014, received a non-taxable distribution of one preferred stock purchase right for each share of the Company’s common stock held by such stockholder. Each right is attached to and trades with the associated share of common stock. The rights will become exercisable only if one of the following occurs: (1) a person becomes an “Acquiring Person” by acquiring beneficial ownership of 15% or more of the Company’s common stock (or, in the case of a person who beneficially owned 15% or more of the Company’s common stock on the date the stockholder rights agreement was executed, by acquiring beneficial ownership of additional shares representing 2.0% of the Company’s common stock then outstanding (excluding compensatory arrangements)), or (2) a person commences a tender offer that, if consummated, would result in such person becoming an Acquiring Person. If a person becomes an Acquiring Person, each right will entitle the holder, other than the Acquiring Person and certain related parties, to purchase a number of shares of the Company’s common stock with a market value that equals twice the exercise price of the right. The initial exercise price of each right is $15.00, so each holder (other than the Acquiring Person and certain related parties) exercising a right would be entitled to receive $30.00 worth of the Company’s common stock. If the Company is acquired in a merger or similar business combination transaction at any time after a person has become an Acquiring Person, each holder of a right (other than the Acquiring Person and certain related parties) will be entitled to purchase a similar amount of stock of the acquiring entity.

2021 Financing Transactions

On January 6, 2021, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to the offering and sale of 23,850 shares of Company common stock, par value $0.18 per share and warrants to purchase 17,888 shares of common stock. The combined purchase price for one share of common stock and a warrant to purchase 0.75 shares of common stock was $1.055. Subject to certain ownership limitations, the warrants are exercisable upon issuance. The warrants will expire on the 4.5-year anniversary of the date of issuance and have an exercise price of $1.055 per share. The common stock and warrants have been registered under the Securities Act of 1933, as amended. The Company paid the placement agent a cash fee of 7% of the aggregate gross proceeds and reimbursed the placement agent for expenses, including legal fees, up to $45. The offering closed on January 8, 2021 with net proceeds to the Company from the offering of $23,300 after deducting fees and expenses.

On March 22, 2021, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to the offering and sale of 17,361 shares of our common stock, par value $0.18 per share. Concurrently with the offering, and pursuant to the purchase agreement, the Company also commenced a private placement whereby it issued and sold warrants exercisable for an aggregate of up to 13,021 shares of common stock. The combined purchase price for one share of common stock and a purchase warrant to purchase 0.75 shares of common stock is $2.88. Subject to certain ownership limitations, the warrants are exercisable upon issuance. The warrants will expire on the 4.5-year anniversary of the date of issuance. Subsequent to the issuance of the warrants, the Company filed a registration statement on Form S-3 (File No. 333-255411) to cover the sale of an aggregate of 13,021 shares of common stock issuable upon exercise of the warrants which was declared effective by the SEC on April 29, 2021. The Company paid the placement agent a cash fee of 7% of the aggregate gross proceeds of the offering and the private placement. The Company also agreed to reimburse the placement agent for expenses, including the legal fees, up to $45. The net proceeds to the Company from the offering and the private placement are $46,400, after deducting fees and expenses.

2021 Warrants

The terms and conditions of the warrants included in the 2021 offerings are as follows:

Exercisability. Each warrant is exercisable at any time and will expire 4.5-years from the date of issuance. The warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment in full for the number of shares of our common stock purchased upon such exercise, except in the case of a cashless exercise as discussed below.

The number of shares of common stock issuable upon exercise of the warrants is subject to adjustment in certain circumstances, including a stock split of, stock dividend on, or a subdivision, combination or recapitalization of the common stock. Upon the merger, consolidation, sale of substantially all of our assets, or other similar transaction, the holders of warrants shall, at the option of the Company, be required to exercise the warrants immediately prior to the closing of the transaction, or such warrants shall automatically expire. Upon such exercise, the holders of warrants shall participate on the same basis as the holders of common stock in connection with the transaction.

Cashless Exercise. If at any time there is no effective registration statement registering, or the prospectus contained therein is not available for issuance of, the shares issuable upon exercise of the warrant, the holder may exercise the warrant on a cashless basis. When exercised on a cashless basis, a portion of the warrant is cancelled in payment of the purchase price payable in respect of the number of shares of our common stock purchasable upon such exercise.

Exercise Price. Each warrant represents the right to purchase one share of common stock at an exercise price of $1.055 per share for the January 2021 financing or $2.88 per share for the March 2021 financing. In addition, the exercise price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications, and for certain dilutive issuances. Subject to limited exceptions, a holder of warrants will not have the right to exercise any portion of the warrant to the extent that, after giving effect to the exercise, the holder, together with its affiliates, and any other person acting as a group together with the holder or any of its affiliates, would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to its exercise. The holder, upon notice to the Company, may increase or decrease the beneficial ownership limitation provisions of the warrant, provided that in no event shall the limitation exceed 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise of the warrant.

Transferability. Subject to applicable laws and restrictions, a holder may transfer a warrant upon surrender of the warrant to us with a completed and signed assignment in the form attached to the warrant. The transferring holder will be responsible for any tax liability that may arise as a result of the transfer.

Exchange Listing. We do not intend to apply to list the warrants on any securities exchange or recognized trading system.

Rights as Stockholder. Except as set forth in the warrant, the holder of a warrant, solely in such holder’s capacity as a holder of a warrant, will not be entitled to vote, to receive dividends, or to any of the other rights of our stockholders.

2020 Equity Distribution Agreements

On February 7, 2020, Atossa Therapeutics, Inc. entered into an equity distribution agreement with Oppenheimer & Co. Inc. (Oppenheimer), acting as sales agent relating to the “at-the-market” (the Oppenheimer ATM) offering and sale by Atossa of common shares, par value $0.18 per share, having an aggregate gross sales price of up to $5,000. Sales of the shares were made at Atossa’s sole discretion and by means of ordinary brokers’ transactions through the facilities of the Nasdaq Capital Market at market prices, in block transactions or as otherwise agreed between Atossa and Oppenheimer. The distribution agreement provided that Oppenheimer was entitled to a commission of 3.0% of the gross offering proceeds of the shares sold pursuant to the distribution agreement and reimbursement for certain specified expenses. Atossa had no obligation to offer or sell any shares under the agreement and could at any time suspend offers and sales under the agreement. Oppenheimer could also suspend or terminate the offering of shares being made through them upon proper notice to the Company. During the year ended December 31, 2020, the Company sold 1,244 shares of common stock under the Oppenheimer ATM, for net proceeds of $4,686. Total issuance costs for the year ended December 31, 2020, were $314.

On September 25, 2020, Atossa Therapeutics, Inc. entered into an equity distribution agreement with Maxim Group, LLC (Maxim), acting as sales agent relating to the "at-the-market" offering and sale by Atossa of common shares, par value $0.18 per share, having an aggregate gross sales price of up to $10,000. Sales of the shares, if any, will be made at Atossa’s sole discretion and by means of ordinary brokers’ transactions through the facilities of the Nasdaq Capital Market at market prices, in block transactions or as otherwise agreed between Atossa and Maxim. The distribution agreement provides that Maxim will be entitled to a commission of 3.0% of the gross offering proceeds of the shares sold pursuant to the distribution agreement and reimbursement for certain specified expenses. Atossa has no obligation to offer or sell any shares under the agreement and may at any time suspend offers and sales under the agreement. Maxim could also suspend or terminate the offering of common stock being made through them upon proper notice to the Company. Sales under the ATM with Maxim began in October. During the year ended December 31, 2020, the Company sold 84 shares of common stock under the Maxim ATM for gross proceeds to the Company of $140. Total issuance costs for the year ended December 31, 2020, were $161. On March 21, 2021, we terminated the equity distribution agreement and as a result no further sales of common stock will be made thereunder.

2020 Offering of Consisting of Common Stock, Series C Convertible Preferred Stock and Warrants

On December 8, 2020, the Company entered into an underwriting agreement with Maxim Group, LLC, pursuant to which the Company agreed to issue and sell registered units consisting of an aggregate of: (i) 14,575 shares of the Company’s common stock at $1.00 per share; (ii) 5 shares of Series C convertible preferred stock, par value $0.001 per share at $1,000.00 per share and (iii) warrants convertible into up to 15,000 shares of common stock. The warrants were immediately exercisable at a price of $1.00 per share of common stock and expire four years from the date of issuance. On December 28, 2020, the Company also closed on the overallotment provision of the underwriting agreement which included the sale of an additional 3,000 shares of common stock and 2,250 warrants. Net proceeds in total were $20,976 after deducting expenses relating to the offering of $2,024, including dealer-manager fees and expenses, and excluding any proceeds received upon exercise of any warrants. Proceeds of $16,750 net of issuance costs of $825 have been included in the statement of stockholders' equity under the caption Issuance of common stock and warrants. Proceeds from the sale of common stock and warrants of $8,196 have been allocated to the common stock warrant liability. Proceeds of $5,165, net of issuance costs of $260 have been included in the statement of stockholders' equity under the caption Issuance of Series C convertible preferred stock and warrants. Proceeds from the sale of Series C convertible preferred stock and warrants of $2,474 have been allocated to the common stock warrant liability. Issuance costs of $939 that were allocated to the warrant liabilities were expensed during 2020.

Accounting Treatment

The Company allocated the proceeds from the sale of the common stock and warrant units and preferred stock and warrant units to the separate securities issued. The Company determined that, on the date of issuance, the warrants include provisions that could require net-cash settlement and therefore, the warrants should be accounted for as liabilities. At the end of December 31, 2020, the changes in fair value of the warrants during the period were recorded in non-operating expense in the consolidated statement of operations. The common stock warrant liability was reclassified to accumulated deficit and additional paid-in-capital on January 1, 2021, upon adoption of ASU No. 2020-06. See Note 3. All warrants outstanding as of December 31, 2021, are classified as equity.

The Company allocated the amount representing the fair value of the warrants at the date of issuance separately first to the warrant liability and recorded the remaining proceeds as common stock, in the case of the common stock and warrant units, or as Series C convertible preferred stock, in the case of the preferred stock and warrant units. Due to the allocation of a portion of the proceeds to the warrants, the Series C convertible preferred stock contained a beneficial conversion feature upon issuance, which was recorded in the amount of $1,769 based on the intrinsic value of the beneficial conversion feature. The discount on the Series C convertible preferred stock of $2,474 caused by allocation of the proceeds to the warrant and the issuance costs allocated to the convertible preferred stock of $260 were recorded as a deemed dividend upon issuance of the Series C convertible preferred stock. As a result, total deemed dividends of $4,503 were recorded upon issuance of the Series C convertible preferred stock, which is reflected as an addition to net loss in the consolidated statement of operations to arrive at net loss applicable to common shareholders.

Series C Convertible Preferred Stock.

The terms and provisions of our Series C convertible preferred stock are:

Conversion. Each share of Series C convertible preferred stock is convertible at our option at any time on or after the first anniversary of the closing of the rights offering or at the option of the holder at any time, into the number of shares of our common stock determined by dividing the $1,000 stated value per share of the Series C convertible preferred stock by a conversion price of $1.00 per share. In addition, the conversion price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations or reclassifications. Subject to limited exceptions, a holder of the Series C convertible preferred stock will not have the right to convert any portion of the Series C convertible preferred stock to the extent that, after giving effect to the conversion, the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of our common stock outstanding immediately after giving effect to its conversion.

Fundamental Transactions. In the event we effect certain mergers, consolidations, sales of substantially all of our assets, tender or exchange offers, reclassifications or share exchanges in which our common stock is effectively converted into or exchanged for other securities, cash or property, we consummate a business combination in which another person acquires 50% of the outstanding shares of our common stock, or any person or group becomes the beneficial owner of 50% of the aggregate ordinary voting power represented by our issued and outstanding common stock, then, upon any subsequent conversion of the Series C convertible preferred stock, the holders of the Series C convertible preferred stock will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of common stock then issuable upon conversion in full of the Series C convertible preferred stock.

Dividends. Holders of Series C convertible preferred stock shall be entitled to receive dividends (on an as-if-converted-to-common-stock basis) in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of common stock

Voting Rights. Except as otherwise provided in the certificate of designation or as otherwise required by law, the Series C convertible preferred stock has no voting rights.

Liquidation Preference. Upon our liquidation, dissolution or winding-up, whether voluntary or involuntary, holders of Series C convertible preferred stock will be entitled to receive out of our assets, whether capital or surplus, the same amount that a holder of common stock would receive if the Series C convertible preferred stock were fully converted (disregarding for such purpose any conversion limitations under the certificate of designation) to common stock, which amounts shall be paid pari passu with all holders of common stock.

Redemption Rights. We are not obligated to redeem or repurchase any shares of Series C convertible preferred stock. Shares of Series C convertible preferred stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous provisions.

2020 Liability Warrants

The terms and conditions of the warrants included in the December 11, 2020 offering and exercise of related overallotment option are as follows:

Exercisability. Each warrant is exercisable at any time and will expire four years from the date of issuance. The warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment in full for the number of shares of our common stock purchased upon such exercise, except in the case of a cashless exercise as discussed below.

The number of shares of common stock issuable upon exercise of the warrants is subject to adjustment in certain circumstances, including a stock split or, stock dividend on, or a subdivision, combination or recapitalization of the common stock. Upon the merger, consolidation, sale of substantially all of our assets, or other similar transaction, the holders of warrants shall, at the option of the Company, be required to exercise the warrants immediately prior to the closing of the transaction, or such warrants shall automatically expire. Upon such exercise, the holders of warrants shall participate on the same basis as the holders of common stock in connection with the transaction.

Exercise Price. Each warrant represents the right to purchase one share of common stock at an exercise price of $1.00 per share. In addition, the exercise price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications, and for certain dilutive issuances. Subject to limited exceptions, a holder of warrants will not have the right to exercise any portion of the warrant to the extent that, after giving effect to the exercise, the holder, together with its affiliates, and any other person acting as a group together with the holder or any of its affiliates, would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to its exercise. The holder, upon notice to the Company, may increase or decrease the beneficial ownership limitation provisions of the warrant, provided that in no event shall the limitation exceed 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise of the warrant.

Transferability. Subject to applicable laws and restrictions, a holder may transfer a warrant upon surrender of the warrant to us with a completed and signed assignment in the form attached to the warrant. The transferring holder will be responsible for any tax that liability that may arise as a result of the transfer.

Exchange Listing. We do not intend to apply to list the warrants on any securities exchange or recognized trading system.

The fair value of liability warrants issued during the year ended December 31, 2020, was calculated using the Black-Scholes option-pricing model applying the following assumptions:

Initial Valuation
Common stock price	$	0.87-0.89
Exercise price	$	1.00
Risk-free interest rate		0.28	%
Expected term	4.0 years
Dividend yield		-
Expected volatility		107%-124	%

December 31, 2020 Valuation
Common stock price	$	0.95
Exercise price	$	1.00
Risk-free interest rate		0.27	%
Expected term	4.0 years
Dividend yield		-
Expected volatility		127	%

2020 Offering Consisting of Common Stock and Warrants

On December 17, 2020, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to the offering and sale of 14,000 shares of Company common stock. Concurrently with the offering, the Company also commenced a private placement whereby it issued and sold warrants exercisable for an aggregate of up to 10,500 shares of common stock, which represents 75% of the shares of common stock sold in the offering. The combined purchase price for one share of common stock and a purchase warrant to purchase 0.75 shares of Common Stock was $1.00. The warrants expire 4.5 years from the anniversary of the date of issuance. The offering closed on December 21, 2020 with net proceeds of $12,925, after deducting expenses relating to the offering $1,075, including dealer-manager fees and expenses, and excluding any proceeds received upon exercise of any warrants. The net proceeds, net of issuance costs have been included in the statement of stockholders' equity under the caption Issuance of common stock and warrants.

2020 Warrants

The terms and conditions of the warrants included in the December 21, 2020, offerings are as follows:

Exercisability. Each warrant is exercisable at any time and will expire 4.5 years from the date of issuance. The warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment in full for the number of shares of our common stock purchased upon such exercise, except in the case of a cashless exercise as discussed below.

Transferability. Subject to applicable laws and restrictions, a holder may transfer a warrant upon surrender of the warrant to us with a completed and signed assignment in the form attached to the warrant. The transferring holder will be responsible for any tax that liability that may arise as a result of the transfer.

Exchange Listing. We do not intend to apply to list the warrants on any securities exchange or recognized trading system.

Warrants Outstanding

As of December 31, 2021, warrants to purchase 22,277 shares of common stock were outstanding including:

	Outstanding Warrants to Purchase Shares		Exercise Price		Expiration date
May 2018 warrants		762	$	4.05	May 30, 2022
December 2020 warrants		6,490	$	1.00	December 11 2024-June 21, 2025
January 2021 warrants		4,500	$	1.055	July 8, 2025
March 2021 warrants		10,525	$	2.88	September 22, 2025
		22,277

Warrant Activity

During 2021, the Company received $43,818 from the exercises of warrants. The 2021 warrant exercises resulted in the reduction of 37,451 warrants, and the issuance of 37,451 shares of common stock. There were no warrant exercises during 2020.

Conversion of Convertible Preferred Stock

During the years ended December 31, 2021 and December 31, 2020, certain holders of the Series B convertible preferred stock exercised their conversion option and converted an aggregate of 0.039 and 0.050 shares, respectively, into 11 and 15 shares, respectively, of the Company's common stock based on the conversion ratio of 284 shares of common stock for each share of Series B convertible preferred stock.

During the year ended December 31, 2020, certain holders of the Series C convertible preferred stock exercised their conversion option and converted an aggregate of 5.425 shares, into 5,425 shares of the Company's common stock based on the conversion ratio of 1,000 shares of common stock for each share of Series C convertible preferred stock.

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

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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
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