0001437749-22-026178 | 10-Q | XBRL Viewer

Nature of Operations [Text Block]

NOTE 1: NATURE OF OPERATIONS

Atossa Therapeutics, Inc. (the "Company") was incorporated on April 30, 2009 in the State of Delaware to develop and market medical devices, laboratory tests and therapeutics to address breast health conditions. The Company is currently focused on the development of its pharmaceuticals for the treatment of breast cancer and other breast conditions and adjunctive treatments for lung injury caused by cancer treatments. The Company's fiscal year ends on December 31.

Impact of the Coronavirus

The ongoing COVID-19 pandemic may affect the Company's operations and those of third parties on which the Company relies, including causing possible disruptions in the supply of the Company's (Z)-Endoxifen, AT-H201 and the pace of enrollment in our clinical trials. In addition, the COVID-19 pandemic may affect the operations of the U.S. FDA and other health authorities including similar entities/agencies in Sweden and Australia, which could result in delays in meetings, reviews and approvals. We do not yet know the full extent of potential COVID-19-related delays or other impacts on our business, financing or clinical trial activities or on healthcare systems or the global economy as a whole, however, as of November 7, 2022, we have not experienced a significant delay in the enrollment or the drug supply for our ongoing and planned clinical studies, including studies of (Z)-Endoxifen and AT-H201.

Note 2 - Liquidity and Capital Resources

9 Months Ended

Sep. 30, 2022

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 nine months ended September 30, 2022, the Company recorded a net loss of $19,469 and used $16,237 of cash in operating activities. As of September 30, 2022, the Company had $117,367 in cash and cash equivalents and working capital of $120,527. 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 will be sufficient to finance the Company’s operations for at least one year from the date these condensed 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 3 - Summary of Accounting Policies

9 Months Ended

Sep. 30, 2022

Basis of Presentation and Significant Accounting Policies [Text Block]

NOTE 3: SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2021. The year-end condensed consolidated balance sheet presented was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. All amounts have been presented in thousands, except for par value and other per share data.

In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

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.

Segments

The Company operates in a single segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. To date, our chief operating decision maker has made such decisions and assessed performance at the company level as one segment.

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 condensed 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.

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. Please also refer to Note 9.

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.

Recently Adopted Accounting Pronouncements

On May 3, 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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. As there were no modifications or exchanges of freestanding equity-classified warrants during the three or nine months ended September 30, 2022, the standard did not have an impact on the condensed consolidated financial statements.

On January 1, 2022, the Company adopted ASU 2021-10 Annual Disclosure Requirements for Business Entities Receiving 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 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 disclosure of the Company's research and development rebate receivable is detailed in Note 7.

Note 4 - Letter Agreements

9 Months Ended

Sep. 30, 2022

Business Combination Disclosure [Text Block]

NOTE 4: LETTER AGREEMENTS

On June 27, 2022 the Company entered into a Letter Agreement (the "June 27th Letter Agreement") with a U.S. private company that is in the pre-clinical stage of developing novel Chimeric Antigen Receptor (CAR) T-cell therapies based on technology licensed from a leading U.S. cancer treatment and research institution (the “CAR-T Company”). The Letter Agreement required that up until July 1, 2022, the CAR-T Company would negotiate exclusively with the Company for the Company to acquire the CAR-T Company. The Company paid $300 for the exclusive right to negotiate with the CAR-T Company. As of June 30, 2022 the Company recorded the $300 in Research and development in the condensed consolidated statements of operations.

On July 1, 2022, the Company entered into a letter agreement (the “Letter Agreement”) which replaced the June 27th Letter Agreement. The Letter Agreement required that up until November 1, 2022, the CAR-T Company would (i) negotiate exclusively with the Company for the Company to acquire the CAR-T Company, and (ii) address certain matters related to personnel, operations and intellectual property. The Company paid $2,700 in July 2022 to the CAR-T Company in accordance with the Letter Agreement. If, by November 1, 2022, a definitive agreement was not reached for the Company to acquire the CAR-T Company and a specified material adverse event had not occurred, then the Company would pay an additional $2,000 for a preferred stock equity interest of 19.99% of total equity in the CAR-T Company. As of September 30, 2022, the Company recorded the $2,700 as a deposit on investment in equity securities in the condensed consolidated balance sheet. Please see Note 17 for information regarding resolution of developments under the Letter Agreement subsequent to quarter end.

Note 5 - Restricted Cash

9 Months Ended

Sep. 30, 2022

Restricted Assets Disclosure [Text Block]

NOTE 5: RESTRICTED CASH

The Company's restricted cash balance of $110 as of September 30, 2022 and December 31, 2021, consists entirely of cash pledged as security for the Company’s issued commercial credit cards.

Note 6 - Prepaid Expenses

9 Months Ended

Sep. 30, 2022

Prepaid Expenses [Text Block]

NOTE 6: PREPAID EXPENSES

Prepaid expenses consisted of the following:

	*As of September 30,*		*As of December 31,*
	*2022*		*2021*
Prepaid research and development	$	4,743	$	1,853
Prepaid insurance		155		461
Professional services		146		124
Other		63		50
Total prepaid expenses	$	5,107	$	2,488

Note 7 - Research and Development Rebate Receivable

9 Months Ended

Sep. 30, 2022

Research and Development Tax Rebate Receivable [Text Block]

NOTE 7: RESEARCH AND DEVELOPMENT 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 some of our clinical trials. Australia offers an R&D cash rebate of $0.435 per dollar spent on qualified R&D activities incurred in the country. The Australian R&D tax incentive program is a self-assessment process, and as such, the Australian Government has the right to review the Company’s qualifying programs and related expenditures for a period of four years. If such a review were to occur, and as a result of the review and failure of a related appeal, a qualified program and related expenditures could be disqualified, and the respective R&D rebates could be recalled with penalties and interest. The Company uses the grant accounting model by analogy to International Accounting Standards (IAS) 20 to account for the cash rebates received from the Australian government.

During the three and nine months ended September 30, 2022, the Company incurred qualified R&D expenses in Australia of $486 and $1,415, respectively. Qualified R&D expenses incurred by the Company were $364 and $909 during the three and nine months ended September 30, 2021, respectively. During the nine months ended September 30, 2022 the Company collected R&D cash rebates of $1,011. There were no collections of cash rebates during the 9 months ended September 30, 2021. On September 30, 2022 and December 31, 2021, we had a total research and development rebate receivable of $610 and $1,072, respectively. We record the R&D rebate credit in the period when we incur the associated R&D cost. As such, the rebate reduced the Research and development expense line item on the condensed consolidated statements of operations by $263 and $763 for the three and nine months ended September 30, 2022, and $177 and $448 for the same periods in 2021, respectively.

The Company realized losses on foreign currency exchange, related to the research and development rebate receivable balance, during the three and nine months ended September 30, 2022 of $0 and $114, respectively, and $35 and $73 for the same periods in 2021, respectively. Foreign currency exchange gains and losses are included in Other income (expense), net in the condensed consolidated statements of operations.

Note 8 - Payroll Liabilities

9 Months Ended

Sep. 30, 2022

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

NOTE 8: PAYROLL LIABILITIES

Payroll liabilities consisted of the following:

	September 30,		December 31,
	2022		2021
Accrued bonuses	$	748	$	894
Accrued vacation		206		183
Accrued payroll		117		107
Total payroll liabilities	$	1,071	$	1,184

Note 9 - Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Text Block]

NOTE 9: 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.

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:

September 30, 2022	Estimated Fair Value		Level 1		Level 2		Level 3
Assets:
Money market accounts	$	102,003	$	102,003	$	-	$	-

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

Warrants issued in December of 2020 contained provisions that may have required the Company to settle the warrants in cash in an event outside the Company’s control and were 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 primarily 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. 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). 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 following table summarizes the changes in the Company’s Level 3 warrant liability for the nine months ended September 30, 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 10 - Stockholders' Equity

9 Months Ended

Sep. 30, 2022

Stockholders' Equity Note Disclosure [Text Block]

NOTE 10: 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. 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 were outstanding as of September 30, 2022 and December 31, 2021.

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 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 was $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 net proceeds to the Company from the offering and the private placement were $46,400, after deducting fees and expenses.

Series B Convertible Preferred Stock

Conversion. Each share of Series B 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 B convertible preferred stock by a conversion price of $3.52 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 B convertible preferred stock will not have the right to convert any portion of the Series B 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 B convertible preferred stock, the holders of the Series B 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 B convertible preferred stock.

Dividends. Holders of Series B 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 B convertible preferred stock has no voting rights.

Liquidation Preference. Upon our liquidation, dissolution or winding-up, whether voluntary or involuntary, holders of Series B 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 B 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 B convertible preferred stock. Shares of Series B convertible preferred stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous provisions.

Warrants

The terms and conditions of the warrants are as follows:

Exercisability. Each warrant is exercisable at any time and will expire between 4 and 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, 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 the 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. 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.

Warrants Outstanding

As of September 30, 2022, warrants to purchase shares of common stock outstanding included:

	Outstanding Warrants to Purchase Shares		Exercise Price Per Share		Expiration Date
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
		21,515

Warrant Activity

There were no warrant exercises during the three and nine months ended September 30, 2022. During the three and nine months ended September 30, 2021, the Company received $862 and $43,818 respectively, from the exercises of warrants. The warrant exercises resulted in the reduction of 296 and 37,452 warrants, respectively, for the three and nine months ended September 30, 2021 and the issuance of 296 and 37,452 shares of common stock for the same periods.

Conversion of Convertible Preferred Stock

During the three and nine months ended September 30, 2022, there were no conversions of Series B convertible preferred stock. During the three and nine months ended September 30, 2021, certain holders of the Series B convertible preferred stock exercised their conversion option and converted an aggregate of 0.003 and 0.037 shares, respectively, into 1 and 10 shares of the Company's common 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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-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 16
-Subparagraph (b)
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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Note 11 - Net Loss Per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Text Block]

NOTE 11: NET LOSS PER SHARE

The Company follows the two-class method when computing net loss per share as the Company has 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 warrants and preferred stock contractually entitle 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 three and nine months ended September 30, 2022, and 2021.

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Numerator
Net loss attributable to common shareholders	$	(8,011	)	$	(5,197	)	$	(19,469	)	$	(15,774	)
Denominator
Weighted average common shares outstanding used to compute net loss per share, basic and diluted		126,624			126,538			126,624			113,690
Net loss per share of common stock, basic and diluted	$	(0.06	)	$	(0.04	)	$	(0.15	)	$	(0.14	)

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:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Options to purchase common stock		13,751		10,044		12,736		8,683
Series B convertible preferred stock		165		166		165		173
Warrants to purchase common stock		21,515		22,356		21,931		24,774
		35,431		32,566		34,832		33,630

Note 12 - Income Taxes

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Text Block]

NOTE 12: INCOME TAXES

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.

As a result of the Company’s cumulative losses, management has concluded that a full valuation allowance against the Company’s net deferred tax assets is appropriate. No income tax liabilities existed as of September 30, 2022 and December 31, 2021, due to the Company’s continuing operating losses.

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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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Note 13 - Concentration of Credit Risk

9 Months Ended

Sep. 30, 2022

Concentration Risk Disclosure [Text Block]

NOTE 13: CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash deposits, which include a money market account. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250. As of September 30, 2022 and December 31, 2021, the Company had $116,768 and $136,185, respectively, including restricted cash, in excess of the FDIC insured limit.

Note 14 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Text Block]

NOTE 14: COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company evaluates all contractual agreements at inception to determine if they should be classified as 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 considered as short term operating leases and no asset or liability is recognized.

Our office lease expired February 28, 2022. In March 2022, the Company entered into a new operating lease for office space with a monthly rent of $1 for a term of 12 months. The Company had lease expenses under short term leases during the three and nine months ended September 30, 2022, of $3 and $12, respectively. Lease expenses under short term leases during the three and nine months ended September 30, 2021 were $7 and $19, respectively. As of September 30, 2022 and December 31, 2021, the right of use asset and lease liability balances were $0.

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 15 - Stock Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Text Block]

NOTE 15: 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 8,256 options available for grant under the 2020 Plan as of September 30, 2022.

The Company granted options to purchase 30 and 3,879 shares of common stock, respectively, to employees during the three and nine months ended September 30, 2022. For the three and nine months ended September 30, 2021, the Company granted 175 and 3,819 options, respectively, to employees to purchase shares of common stock. The weighted average grant date fair value of options granted during the three and nine months ended September 30, 2022, was $0.92 and $0.99, respectively, and $2.74 and $2.56 for the same periods in 2021, respectively. There were no options exercised during the three and nine months ended September 30, 2022. There were 699 options exercised during the three and nine months ended September 30, 2021, at an average exercise price of $2.46.

The fair value of stock options granted for the three and nine months ended September 30, 2022 and 2021, was calculated using the Black-Scholes option-pricing model applying the following assumptions:

	Three Months Ended September 30,			Nine Months Ended September 30,
	2022			2022
Risk-free interest rate	2.74%	-	2.88%	1.86%	-	3.02%
Expected term (in years)	5.30	-	5.31	5.19	-	6.11
Dividend yield		-			-
Expected volatility		117%		114%	-	128%

	Three Months Ended September 30,			Nine Months Ended September 30,
	2021			2021
Risk-free interest rate	0.89%	-	0.98%	0.89%	-	1.08%
Expected term (in years)	5.54	-	6.12	5.31	-	6.17
Dividend yield		-			-
Expected volatility	123%	-	126%	122%	-	130%

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, which was included in the following captions in the consolidated statements of operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
General and administrative	$	1,042	$	1,232	$	3,366	$	2,534
Research and development		624		562		1,877		1,114
Total stock compensation expense	$	1,666	$	1,794	$	5,243	$	3,648

Options issued and outstanding as of September 30, 2022 and related activities during the nine months ended September 30,2022 were 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, 2022		10,027		$	2.82		-
Granted		3,879			1.16		-		50,738
Exercised		-			-		-
Forfeited / cancelled		(200	)		0.91		-
Expired		-			-		-		-
Outstanding as of September 30, 2022		13,706			2.37		8.04	$	-
Exercisable as of September 30, 2022		9,354			2.65		7.52
Vested and expected to vest		13,706		$	2.37		8.04	$	-

On September 30, 2022, there were 4,352 unvested options outstanding, and the related unrecognized total compensation cost associated with these options was $5,606. This expense is expected to be recognized over a weighted-average period of 1.13 years.

Note 16 - Defined Contribution Plan

9 Months Ended

Sep. 30, 2022

Defined Contribution Plan [Text Block]

NOTE 16: DEFINED CONTRIBUTION PLAN

The Company has a defined contribution plan to which employees of the Company may defer compensation for income tax purposes. Participants are eligible to receive employer matching contributions of up to 6% of deferrals. Employees may also be eligible for a discretionary match over 6%. Defined contribution plan employer matching contributions for the three and nine months ended September 30, 2022, were $34 and $102, respectively, and for the same periods in 2021, were $12 and $58, respectively.

Note 17 - Subsequent Event

9 Months Ended

Sep. 30, 2022

Subsequent Events [Text Block]

NOTE 17: SUBSEQUENT EVENT

By November 1, 2022, the Company had not reached a definitive agreement to acquire the CAR-T Company. As a result, in accordance with the Letter Agreement the Company will pay an additional $2,000 for a preferred stock equity interest in the CAR-T Company representing 19.99% total equity of the CAR-T Company in the fourth quarter of 2022.

Significant Accounting Policies (Policies)	9 Months Ended
Significant Accounting Policies (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2021. The year-end condensed consolidated balance sheet presented was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. All amounts have been presented in thousands, except for par value and other per share data. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
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.
Segment Reporting, Policy [Policy Text Block]	Segments The Company operates in a single segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. To date, our chief operating decision maker has made such decisions and assessed performance at the company level as one segment.
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 condensed 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.
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. Please also refer to Note 9.
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.
New Accounting Pronouncements, Policy [Policy Text Block]	Recently Adopted Accounting Pronouncements On May 3, 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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. As there were no modifications or exchanges of freestanding equity-classified warrants during the three or nine months ended September 30, 2022, the standard did not have an impact on the condensed consolidated financial statements. On January 1, 2022, the Company adopted ASU 2021-10 Annual Disclosure Requirements for Business Entities Receiving 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 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 disclosure of the Company's research and development rebate receivable is detailed in Note 7.

Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.

+ References + Details

Note 6 - Prepaid Expenses (Tables)

9 Months Ended

Sep. 30, 2022

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

	*As of September 30,*		*As of December 31,*
	*2022*		*2021*
Prepaid research and development	$	4,743	$	1,853
Prepaid insurance		155		461
Professional services		146		124
Other		63		50
Total prepaid expenses	$	5,107	$	2,488

Note 8 - Payroll Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Schedule of Accrued Liabilities [Table Text Block]

	September 30,		December 31,
	2022		2021
Accrued bonuses	$	748	$	894
Accrued vacation		206		183
Accrued payroll		117		107
Total payroll liabilities	$	1,071	$	1,184

Note 9 - Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2022

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

September 30, 2022	Estimated Fair Value		Level 1		Level 2		Level 3
Assets:
Money market accounts	$	102,003	$	102,003	$	-	$	-

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

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	$	-

Note 10 - Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2022

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

	Outstanding Warrants to Purchase Shares		Exercise Price Per Share		Expiration Date
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
		21,515

Note 11 - Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2022

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Numerator
Net loss attributable to common shareholders	$	(8,011	)	$	(5,197	)	$	(19,469	)	$	(15,774	)
Denominator
Weighted average common shares outstanding used to compute net loss per share, basic and diluted		126,624			126,538			126,624			113,690
Net loss per share of common stock, basic and diluted	$	(0.06	)	$	(0.04	)	$	(0.15	)	$	(0.14	)

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Options to purchase common stock		13,751		10,044		12,736		8,683
Series B convertible preferred stock		165		166		165		173
Warrants to purchase common stock		21,515		22,356		21,931		24,774
		35,431		32,566		34,832		33,630

Note 15 - Stock Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

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

	Three Months Ended September 30,			Nine Months Ended September 30,
	2022			2022
Risk-free interest rate	2.74%	-	2.88%	1.86%	-	3.02%
Expected term (in years)	5.30	-	5.31	5.19	-	6.11
Dividend yield		-			-
Expected volatility		117%		114%	-	128%

	Three Months Ended September 30,			Nine Months Ended September 30,
	2021			2021
Risk-free interest rate	0.89%	-	0.98%	0.89%	-	1.08%
Expected term (in years)	5.54	-	6.12	5.31	-	6.17
Dividend yield		-			-
Expected volatility	123%	-	126%	122%	-	130%

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, 2022		10,027		$	2.82		-
Granted		3,879			1.16		-		50,738
Exercised		-			-		-
Forfeited / cancelled		(200	)		0.91		-
Expired		-			-		-		-
Outstanding as of September 30, 2022		13,706			2.37		8.04	$	-
Exercisable as of September 30, 2022		9,354			2.65		7.52
Vested and expected to vest		13,706		$	2.37		8.04	$	-

Share-Based Payment Arrangement, Option [Member]

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
General and administrative	$	1,042	$	1,232	$	3,366	$	2,534
Research and development		624		562		1,877		1,114
Total stock compensation expense	$	1,666	$	1,794	$	5,243	$	3,648

Note 2 - Liquidity and Capital Resources (Details Textual) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Net Income (Loss) Attributable to Parent, Total	$ (8,011)	$ (6,672)	$ (4,786)	$ (5,197)	$ (7,039)	$ (3,538)	$ (19,469)	$ (15,774)
Net Cash Provided by (Used in) Operating Activities, Total							(16,237)	(12,807)
Cash and Cash Equivalents, at Carrying Value, Total	117,367			$ 140,041			117,367	$ 140,041	$ 136,377
Working Capital (Deficit)	$ 120,527						$ 120,527

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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
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-Publisher FASB
-Name Accounting Standards Codification
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Note 3 - Summary of Accounting Policies (Details Textual)	9 Months Ended
	Sep. 30, 2022
Number of Operating Segments	1
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%
Maximum [Member]
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
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Vesting Term (Year)	1 year

Note 4 - Letter Agreements (Details Textual) - CAR-T Company [Member] - USD ($) $ in Millions		1 Months Ended	3 Months Ended
	Jun. 27, 2022	Jul. 31, 2022	Jun. 30, 2022	Sep. 30, 2022	Jul. 01, 2022
Business Acquisition, Payment for Exclusive Right to Negoticate	$ 0.3
Deposit on Preferred Securities Investment		$ 2.7
Business Acquisition, Fee to Acquire Preferred Stock Equity Interest					$ 2.0
Business Acquisition, Percentage of Voting Interests to be Acquired					19.99%
Deposit on Investment in Equity Securities [Member]
Business Acquisition, Exclusive Right to Negotiate Fee				$ 2.7
Other R&D Expense [Member]
Business Acquisition, Payment for Exclusive Right to Negoticate			$ 0.3

Note 5 - Restricted Cash (Details Textual) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Restricted Cash and Cash Equivalents, Total	$ 110	$ 110	$ 110

Note 6 - Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Prepaid research and development	$ 4,743	$ 1,853
Prepaid insurance	155	461
Professional services	146	124
Other	63	50
Total prepaid expenses	$ 5,107	$ 2,488

Note 7 - Research and Development Rebate Receivable (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Research and Development Expense, Total	$ 5,160	$ 2,206	$ 10,097	$ 7,383
Research and Development Tax Rebate Receivable	610		610		$ 1,072
Other Income [Member]
Foreign Currency Transaction Gain (Loss), Realized	0	35	114	73
Atossa Genetics AUS Pty Ltd [Member]
Research and Development Expense, Total	486	364	1,415	909
Research and Development Cash Rebate	1,011	0	1,011	0
Research and Development Tax Rebate Receivable	610		610		$ 1,072
Research and Development Expense, Reduced Amount Due to Tax Rebate	$ 263	$ 177	$ 763	$ 448

Note 8 - Payroll Liabilities - Schedule of Payroll Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accrued bonuses	$ 748	$ 894
Accrued vacation	206	183
Accrued payroll	117	107
Total payroll liabilities	$ 1,071	$ 1,184

Note 9 - Fair Value of Financial Instruments (Details Textual) - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jan. 01, 2021	Dec. 31, 2020
Stockholders' Equity Attributable to Parent, Ending Balance	$ 123,856	$ 130,255	$ 135,156	$ 138,136	$ 141,348	$ 144,072	$ 139,701		$ 27,168
Accounting Standards Update 2020-06 [Member] \| Cumulative Effect, Period of Adoption, Adjustment [Member]
Stockholders' Equity Attributable to Parent, Ending Balance								$ 13,003

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
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-Section 55
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

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-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI https://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
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-Name Accounting Standards Codification
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-Paragraph 1
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-Name Accounting Standards Codification
-Topic 210
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Note 9 - Fair Value of Financial Instruments - Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - Money Market Funds [Member] - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Money market accounts	$ 102,003	$ 51,796
Fair Value, Inputs, Level 1 [Member]
Money market accounts	102,003	51,796
Fair Value, Inputs, Level 2 [Member]
Money market accounts	0	0
Fair Value, Inputs, Level 3 [Member]
Money market accounts	$ 0	$ 0

Note 9 - Fair Value of Financial Instruments - Changes in Warrant Liability (Details) - Warrant Liability [Member] $ in Thousands	9 Months Ended
	Sep. 30, 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 10 - Stockholders' Equity (Details Textual) - USD ($)				3 Months Ended		9 Months Ended
	Mar. 22, 2021	Jan. 08, 2021	Jan. 06, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 21, 2020	Dec. 17, 2020
Number of Shares Authorized to Issue (in shares)				185,000,000		185,000,000
Common Stock, Shares Authorized (in shares)				175,000,000		175,000,000		175,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share)				$ 0.18		$ 0.18		$ 0.18
Preferred Stock, Shares Authorized (in shares)				10,000,000		10,000,000		10,000,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)				$ 0.001		$ 0.001		$ 0.001
Preferred Stock, Shares Issued (in shares)				1,000		1,000		1,000
Proceeds From Issuance of Common Stock and Warrants, Net of Issuance Costs						$ 0	$ 69,668,000
Consummate a Business Combination, Percentage of Acquired Outstanding Shares				50.00%		50.00%
Consummate a Business Combination, Percentage of Aggregate Ordinary Voting Power				50.00%		50.00%
Class of Warrant or Right, Exercised During Period (in shares)				0	296,000	0	37,452,000
Proceeds from Warrant Exercises					$ 862,000	$ 0	$ 43,818,000
Stock Issued During Period, Shares, Warrant Exercised (in shares)					296,000		37,452,000
Conversion of Series B Convertible Preferred Stock into Common Stock [Member]
Conversion of Stock, Shares Converted (in shares)				0	0.003	0	0.037
Conversion of Stock, Shares Issued (in shares)					1		10
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 Associated with 2020 Offering Consisting of Common Stock and Warrants [Member] \| Minimum [Member]
Warrants and Rights Outstanding, Term (Year)										4 years
Warrants Associated with 2020 Offering Consisting of Common Stock and Warrants [Member] \| Maximum [Member]
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
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)				$ 1.055		$ 1.055
Warrants Exercisable, Ownership Percentage of Company’s Shares Allowed									4.99%
Common Stock, Convertible, Ownership Percentage of Company’s Shares Allowed									9.99%
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
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
Series A Junior Participating Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)				750,000		750,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)				$ 0.001		$ 0.001
Preferred Stock, Shares Issued (in shares)				0		0		0
Series A Convertible Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)				4,000		4,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)				$ 0.001		$ 0.001
Preferred Stock, Shares Issued (in shares)				0		0		0
Series B Convertible Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)				25,000		25,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)				$ 0.001		$ 0.001
Stated Value per Share				$ 1,000		$ 1,000
Preferred Stock, Convertible, Conversion Price (in dollars per share)				$ 3.52		$ 3.52
Preferred Stock, Convertible, Ownership Percentage of Company’s Shares Allowed				9.99%		9.99%
Series C Convertible Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)				20,000		20,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)				$ 0.001		$ 0.001
Preferred Stock, Shares Issued (in shares)				0		0		0

Note 10 - Stockholders' Equity - Outstanding Warrants (Details) shares in Thousands	Sep. 30, 2022 $ / shares shares
Outstanding Warrants to Purchase Shares (in shares)	21,515
The 2018 Warrants [Member]
Outstanding Warrants to Purchase Shares (in shares)	6,490
Exercise Price (in dollars per share) \| $ / shares	$ 1.00
The 2020 Warrants [Member]
Outstanding Warrants to Purchase Shares (in shares)	4,500
Exercise Price (in dollars per share) \| $ / shares	$ 1.055
The January 2021 Warrants [Member]
Outstanding Warrants to Purchase Shares (in shares)	10,525
Exercise Price (in dollars per share) \| $ / shares	$ 2.88

Note 11 - Net Loss Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Net loss attributable to common shareholders	$ (8,011)	$ (5,197)	$ (19,469)	$ (15,774)
Weighted average common shares outstanding used to compute net loss per share, basic and diluted (in shares)	126,624	126,538	126,624	113,690
Net loss per share of common stock, basic and diluted (in dollars per share)	$ (0.06)	$ (0.04)	$ (0.15)	$ (0.14)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Note 11 - Net Loss Per Share - Schedule of Antidilutive Securities (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Number of potential common shares excluded (in shares)	35,431	32,566	34,832	33,630
Share-Based Payment Arrangement, Option [Member]
Number of potential common shares excluded (in shares)	13,751	10,044	12,736	8,683
Series B Convertible Preferred Stock [Member]
Number of potential common shares excluded (in shares)	165	166	165	173
Warrant [Member]
Number of potential common shares excluded (in shares)	21,515	22,356	21,931	24,774

Note 12 - Income Taxes (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Income Tax Expense (Benefit), Total	$ 0	$ 0	$ 0	$ 0	$ 0