0001213900-21-018061 | 10-K | XBRL Viewer

Accrued Liabilities

6. Accrued Liabilities

Accrued liabilities consisted of the following as of December 31, 2020 and 2019:

(in thousands)	2020		2019
Accrued professional fees	$	189	$	1,826
Accrued compensation and benefits		1,225		817
Accrued CRO fees		788		95
Deferred grant funds		301		80
Accrued expense reimbursements		33		36
Accrued transaction costs		1,354		-
Other		70		24
	$	3,960	$	2,878

Leases

12 Months Ended

Dec. 31, 2020

Disclosure Text Block [Abstract]

Leases

7. Leases

The Company adopted ASC 842 on January 1, 2019 using the modified retrospective approach. Upon adoption of the new leasing standards, the Company (i) recognized an operating lease right of use asset of approximately $1.2 million and a corresponding operating lease liability of approximately $1.7 million, which are included in the Company’s consolidated balance sheet, and with a $14 thousand cumulative adjustment to accumulated deficit and (ii) elected the package of transition practical expedients, which allowed the Company to carry forward prior conclusions related to whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases and initial direct costs for existing leases.

The Company also made an accounting policy election not to recognize leases with an initial term of 12 months or less within its consolidated balance sheets and to recognize those lease payments on a straight-line basis in its consolidated statements of operations and comprehensive loss over the lease term.

At the lease commencement date, the discount rate implicit in the lease is used to discount the lease liability if readily determinable. If not readily determinable or leases do not contain an implicit rate, the Company’s incremental borrowing rate is used as the discount rate.

In April 2020, the Company terminated an existing operating lease for office space. At the time of termination, the Company removed the remaining right-of-use asset of $0.3 million, lease liability of $0.3 million, and recognized a gain of $51 thousand. Further, in April 2020, the Company commenced a new operating lease. At the time of commencement, the Company recorded the right-of-use asset value of $0.4 million, leasehold improvements of $0.4 million, and a lease liability of $0.8 million. The net effect of the change in leases being an increase in right-of-use assets of $56 thousand, an increase in leasehold improvements of $0.5 million, an increase in lease liability of $0.4 million, and a gain on termination of $51 thousand.

The Company has noncancelable operating lease arrangements primarily for office and lab space. The Company also has noncancelable finance leases for certain lab equipment. The maturity analysis of finance and operating lease liabilities as of December 31, 2020 are as follows:

(in thousands)	Finance Leases			Operating Leases
2021	$	165		$	376
2022		135			421
2023		82			433
2024		20			442
2025		-			454
Thereafter		-			530
Total undiscounted cash flows		403			2,656
Less amount representing interest/discounting		(8	)		(677	)
Present value of future lease payments		395			1,979
Less lease obligations, current portion		(190	)		(194	)
Lease obligations – long term portion	$	205		$	1,785

The Company expects that, in the normal course of business, the existing leases will be renewed or replaced by similar leases.

Finance Leases

Assets recorded under finance lease obligations and included with property and equipment as of December 31, 2020 and 2019 are summarized as follows:

(in thousands)	2020			2019
Lab equipment	$	920		$	920
Furniture and fixtures		46			46
Work in process		228			228
Total		1,194			1,194
Less accumulated depreciation		(593	)		(418	)
Net	$	601		$	776

As of December 31, 2020, the Company’s finance lease obligations had a weighted-average interest rate of 8.1% and had a weighted-average remaining term of 2.7 years. As of December 31, 2019, the Company’s finance lease obligations had a weighted-average interest rate of 8.1% and had a weighted-average remaining term of 3.7 years.

Operating Leases

The Company’s balance of right-of-use assets on the face of the balance sheet pertain to operating leases. As of December 31, 2020, the Company’s operating lease obligations had a weighted-average discount rate of 9.6% and had a weighted-average remaining term of 6.3 years. As of December 31, 2019, the Company’s operating lease obligations had a weighted-average discount rate of 9.6% and a weighted-average remaining term of 6.0 years.

Components of Lease Cost

The components of finance and operating lease costs for the years ended December 31, 2020 and 2019 were as follows:

(in thousands)	2020		2019
Finance lease costs:
Amortization	$	175	$	182
Interest on lease liabilities		37		29
Operating lease costs		293		325
Short-term lease costs		249		283
Variable lease costs		92		103
Total lease costs	$	846	$	922

Supplemental Cash Flow Information

(in thousands)	2020			2019
Operating cash flows from operating leases	$	(635	)	$	(711	)
Operating cash flows from finance leases	$	(37	)	$	(29	)
Finance cash flows from finance leases	$	(194	)	$	(176	)

Notes Payable

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Notes Payable

8. Notes Payable

In February 2019, the Company entered into a loan agreement (the “2019 MD Loan”) with the Department of Housing and Community Development, a principal department of the State of Maryland (“Maryland”). Pursuant to the 2019 MD Loan, Maryland agreed to provide a $0.5 million term loan. Amounts outstanding under the 2019 MD Loan bear simple interest at an annual rate of 8.00%. Under the 2019 MD Loan, the Company has agreed to affirmative and negative covenants to which it will remain subject until maturity. These covenants include providing information about the Company and its operations; limitations on the Company’s ability to retire, repurchase, or redeem the Company’s common or preferred stock, options, and warrants other than per the terms of the securities; and limitations on the Company’s ability to pay dividends of cash or property. There are no financial covenants associated with the Loan Agreement. Events of default under the Loan Agreement include failure to make payments when due, insolvency events, failure to comply with covenants, and material adverse effects with respect to the Company. The Company is not in violation of any affirmative or negative covenants. Repayment of the full balance outstanding is due on February 22, 2034. The 2019 MD Loan establishes “Phantom Shares,” based on 119,906 shares of the Company’s common stock (based on 863,110 Series C Preferred Shares prior to the Reverse Recapitalization), determined at issuance. The Loan Agreement states the repayment amount is to be the greater of the balance of principal and accrued interest or the Phantom Share value. The Company determined that the note should be accounted for at fair value. The Company records the fair value of the debt at the end of each reporting period. In order to value the note, the Company considers the amount of the simple interest expense that would be due and considers the value of Phantom Shares. Expense of $0.5 million and $34 thousand was recognized during the years ended December 31, 2020 and 2019, respectively. The fair value of $1.1 million and $0.5 million of principal and accrued interest is included in long-term notes payable as of December 31, 2020 and December 31, 2019, respectively.

In April 2019, the Company entered into a loan agreement (the “2019 Cecil Loan”) with Cecil County, Maryland (“Cecil”). Pursuant to the 2019 Cecil Loan, Cecil agreed to provide a $0.1 million term loan. Amounts outstanding under the 2019 Cecil Loan bear simple interest at an annual rate of 8.00%. Under the 2019 Cecil Loan, the Company has agreed to affirmative and negative covenants to which it will remain subject until maturity. These covenants include providing information about the Company and its operations; limitations on the Company’s ability to retire, repurchase, or redeem the Company’s common or preferred stock, options, and warrants other than per the terms of the securities; and limitations on the Company’s ability to pay dividends of cash or property. There are no financial covenants associated with the Loan Agreement. Events of default under the Loan Agreement include failure to make payments when due, insolvency events, failure to comply with covenants, and material adverse effects with respect to the Company. The Company is not in violation of any affirmative or negative covenants. Repayment of the full balance outstanding is due on April 30, 2034. The 2019 Cecil Loan establishes “Phantom Shares,” based on 23,981 shares of the Company’s common stock (based on 172,622 Series C Preferred Shares prior to the Reverse Recapitalization), determined at issuance. The 2019 Cecil Loan states the repayment amount is to be the greater of the balance of principal and accrued interest or the Phantom Share value. The Company determined that the note should be accounted for at fair value. The Company records the fair value of the debt at the end of each reporting period. In order to value the note, the Company considers the amount of the simple interest expense that would be due and considers the value of Phantom Shares. Expense of $0.1 million and $6 thousand was recognized during the years ended December 31, 2020 and 2019, respectively. The fair value of $0.2 million and $0.1 million of principal and accrued interest is included in long-term notes payable as of December 31, 2020 and December 31, 2019, respectively.

In May 2020, the Company entered into a note payable in the amount of $0.6 million (the “PPP Note”) under the Paycheck Protection Program of the CARES Act (the “PPP”). As amended, the PPP permits forgiveness of amounts loaned for payments of payroll and other qualifying expenses within 24 weeks of receipt of loaned funds, given that at least 60% of the total loan is used for payroll. Amounts not forgiven by the PPP have a repayment period of five years. The Company expects the full $0.6 million balance of the PPP Note to be forgiven. The Company will record any forgiveness after approval by the issuer. Until then, the PPP balance is included in long-term notes payable as of December 31, 2020. On January 11, 2021, the U.S. Small Business Administration notified the Company that the Company’s PPP loan of $0.6 million had been forgiven (see Note 22).

Preferred Stock Warrant Liability

12 Months Ended

Dec. 31, 2020

Preferred Stock Warrant Liability

9. Preferred Stock Warrant Liability

Prior to the Reverse Recapitalization, the Company issued Series A Preferred Stock Warrants in 2013 in connection with certain note purchase agreements. The warrants expire 10 years from issuance. These warrants are exercisable at a fixed exercise price of $1.97, which is equal to the price per share of the Series A Preferred Stock by the Company. As of December 31, 2019, these warrants were exercisable into 1,608,672 shares of the Series A Preferred Stock.

Prior to the Reverse Recapitalization, on April 8, 2013, the Company issued 10-year warrants to purchase units of the Company’s most senior equity equal to 0.50% of the Company’s fully diluted equity at the time of exercise in connection with certain note purchase agreements. As of December 31, 2019, these warrants were exercisable into 271,439 shares of the Company’s most senior equity, Series C Preferred Stock, at a fixed exercise price of $1.97 per share. On August 11, 2020, in connection with the Company’s issuance of Series D Preferred Stock, these warrants became exercisable into 320,441 shares of the Company’s most senior equity, Series D Preferred Stock, at a fixed exercise price of $1.97 per share.

Prior to the Reverse Recapitalization, the Company classified its Preferred Stock warrants as a liability on its consolidated balance sheet because the warrants are freestanding financial instruments that may have required to the Company to transfer assets upon exercise. The liability associated with each of these warrants was initially recorded at fair value upon the issuance date of each warrant and is subsequently remeasured to fair value as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. Upon the closing of the Reverse Recapitalization (see Note 1), and as pursuant to the Merger Agreement, all of the outstanding Clene Nanomedicine Preferred Stock was converted to the Company’s Common Stock and the Clene Nanomedicine Preferred Stock warrants to purchase Clene Nanomedicine Preferred Stock were converted to warrants to purchase the Company’s Common Stock (see Note 10). Upon conversion, the Company assessed the features of the warrants and determined that they qualify for classification as permanent equity upon the closing of the Reverse Recapitalization. Accordingly, the Company remeasured the warrants to fair value one final time upon the close of the Reverse Recapitalization, and recognized a loss of $14.6 million for the year ended December 31, 2020, within other income, (expense), net on the consolidated statements of operations and comprehensive loss. Upon the closing of the Reverse Recapitalization, the warrant liability was reclassified to additional paid-in capital (see Notes 1 and 17).

As of December 31, 2020, the Company does not have any Preferred Stock warrants outstanding.

As of December 31, 2019, the fair value of the outstanding warrants was $3.2 million with the changes in fair value recorded as a component of other income (expense), net on the consolidated statements of operations and comprehensive loss. As of December 31, 2019, the Company had Preferred Stock warrants outstanding and exercisable as follows:

	Expiration	Exercise Price		Warrants
	Date	Per Share⁽¹⁾		Outstanding⁽¹⁾
Series C preferred stock warrants⁽²⁾	April 2023	$	1.9658	271,439
Series A preferred stock warrants	April 2023	$	1.9658	1,608,672

(1)	The exercise price per share and warrants outstanding, prior to the Reverse Recapitalization, have been retroactively restated as shares reflecting the Exchange Ratio established in the Reverse Recapitalization (See Note 1).

(2)	As of December 31, 2019, the most senior equity preferred stock warrants were convertible into Series C Preferred Stock.

Common Stock Warrants

12 Months Ended

Dec. 31, 2020

Common Stock Warrants Disclosure [Abstract]

Common Stock Warrants

10. Common Stock Warrants

As of December 31, 2020, outstanding warrants to purchase shares of the Company’s Common Stock consisted of the following:

Date Exercisable

Number of

Shares Issuable

Exercise Price

Exercisable for

Classification

Expiration

June 2021

1,119,750

0.01

Common Stock

Equity

December 2021

December 2020

2,407,500

11.50

Common Stock

Equity

December 2025

December 2020

110,000

11.50

Common Stock

Equity

December 2025

December 2020

1,929,113

1.97

Common Stock

Equity

April 2023

Total

5,566,363

On December 28, 2020, the Company entered into a subscription agreement (the “Subscription Agreement”) with various investors for the private purchase of 2,239,500 shares of the Company’s Common Stock at a price of $10.00 per share with net proceeds of $22.2 million. Investors in the PIPE offering also received warrants (“PIPE Warrants”) to purchase a number of shares equal to one-half (1/2) of the number of PIPE Shares, totaling 1,119,750 shares of the Company’s Common Stock, at an exercise price of $0.01 per share. Also, pursuant to the Subscription Agreement, the 1,119,750 PIPE Warrants are subject to a 180-day holding period. A holder of the PIPE Warrants may not exercise the PIPE Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s Common Stock outstanding immediately after giving effect to such exercise. As of December 31, 2020, none of the warrants had been exercised.

In connection with the Reverse Recapitalization, all of Tottenham’s issued and outstanding warrants to purchase one-half (1/2) of one share of Tottenham’s ordinary shares totaling 4,815,000 shares issued in connection with Tottenham’s initial public offering, were automatically converted into 2,407,500 warrants to purchase the Company’s Common Stock. The warrants became exercisable upon the completion of the Reverse Recapitalization and will expire five years after the consummation of the Reverse Recapitalization (i.e., December 2025). The Company may redeem those outstanding warrants, in whole and not in part, at a price of $0.01 per warrant if, and only if, the last sales price of the Company’s Common Stock equals or exceeds $16.50 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption. As of December 31, 2020, none of the warrants had been exercised.

In connection with Tottenham’s initial public offering in August 2018, Tottenham issued to Chardan options to purchase 220,000 units at $10.00 per unit. Each of Tottenham’s units consists of one and one-tenth shares of Tottenham’s ordinary shares for $10.00 per share and one warrant to purchase one-half of one Tottenham ordinary share at an exercise price of $11.50 per share. In connection with the Reverse Recapitalization, the Chardan Unit Purchase Option was converted into one Company unit purchase option. The Chardan Unit Purchase Option Warrants are exercisable upon the completion of the Reverse Recapitalization and will expire in December 2025. As of December 31, 2020, no Chardan Unit Purchase Options were exercised.

In connection with the Reverse Recapitalization, all of the 1,929,113 outstanding Series A and Series D Preferred Stock Warrants were converted automatically into 1,929,113 warrants to purchase shares of the Company Common Stock at $1.97 per share (See Note 9).

Convertible Notes

12 Months Ended

Dec. 31, 2020

Convertible Notes Disclosure [Abstract]

Convertible Notes

11. Convertible Notes

In February through July 2020, the Company issued convertible promissory notes (the “2020 Convertible Notes”) in an aggregate principal amount of $6.1 million, bearing interest at an annual rate of 5%. The 2020 Convertible Notes were convertible at the earlier of (i) one year, at which point the notes would be convertible into Series C preferred shares at the Series C preferred share issuance price, and (ii) next equity financing of no less than $10.0 million, at which point the notes would be convertible into shares issued in the next equity financing at 90% of the per share issuance price of the next equity financing. The 2020 Convertible Notes contained redemption features that met the requirements for separate accounting and were accounted for as a single derivative instrument. Accordingly, the 2020 derivative instrument of $0.7 million was recorded at fair value at inception as redeemable convertible preferred stock derivative liability in the consolidated balance sheets (see Note 12).

The Company recognized interest expense of $0.2 million, including amortization of debt discount of $0.2 million during the year ended December 31, 2020, in connection with the 2020 Convertible Notes.

On August 11, 2020, in connection with the Company’s issuance and sale of Series D Preferred Stock, all of the outstanding principal and accrued interest under the 2020 Convertible Notes, totaling $6.9 million, was automatically converted into 1,497,135 shares of Series D Preferred Stock at a price equal to 90% of $4.60 per share, the per share price paid in cash by investors in the Series D preferred stock financing.

The Company accounted for the conversion of the 2020 Convertible Notes as a debt extinguishment and recognized a loss on extinguishment of debt of $0.5 million within other income (expense), net in the consolidated statement of operations and comprehensive loss. As of the date of conversion, the unamortized discount on the 2020 Convertible Notes was $0.5 million. The loss on extinguishment was calculated as the difference between (i) the fair value of the 1,497,135 shares of Series D Preferred Stock issued to settle the 2020 Convertible Notes of $6.9 million and (ii) the carrying value of the 2020 Convertible Notes, including the principal balance of the 2020 Convertible Notes of $6.1 million and accrued but unpaid interest of $76 thousand, net of the unamortized debt discount of $5.7 million, plus the then-current fair value of derivative liability associated with the 2020 Convertible Notes at the time of the extinguishment of $0.7 million.

Derivative Instruments

12 Months Ended

Dec. 31, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

12. Derivative Instruments

Derivative instrument in connection with the 2020 Convertible Notes

One of the redemption features of the 2020 Convertible Notes met the requirements for separate accounting and was accounted for as a derivative instrument. The 2020 Derivative Instrument was recorded at fair value, which was $0.7 million at issuance. In August 2020, in connection with the Company’s issuance and sale of Series D Preferred Stock, all of the outstanding principal and accrued interest under the 2020 Convertible Notes was automatically converted into shares of Series D Preferred Stock and the derivative liability was extinguished. Prior to the extinguishment of derivative liability, the 2020 Derivative Instrument was marked at fair value and the Company recorded the change in the 2020 Derivative Instrument of ($29) thousand in the consolidated statements of operations and comprehensive loss (see Note 11).

Derivative instrument in connection with the Contingent Earn-out

The Earn-out Shares issued in connection with the Reverse Recapitalization met the requirements for separate accounting and is therefore accounted for as a derivative instrument. Accordingly, upon the consummation of the Reverse Recapitalization, the Company recorded a liability in the consolidated balance sheets and a debit to additional paid-in capital for the earn-out provision associated with the Initial Shareholders Contingent Earn-out and a debit to accumulated deficit for the earn-out provisions associated with the Clene Nanomedicine Contingent Earn-out. The contingent shares to be issued to the Clene Nanomedicine shareholders immediately prior to the Reverse Capitalization were treated as a deemed distribution. The contingent earn-out was subsequently remeasured to fair value at each reporting date as a component of other income (expense), net in the Company’s consolidated statements of operations and comprehensive loss.

Upon the closing of the Reverse Recapitalization, the Company recognized the contingent earn-out liability at its fair value of $72.1 million in the consolidated balance sheets. As of December 31, 2020, the carrying value of the contingent earn-out was $58.0 million. During the year ended of December 31, 2020, the Company recognized a gain of $14.1 million in change in fair value of contingent earn-out as a component of other income (expense), net in the Company’s consolidated statements of operations and comprehensive loss. To date, none of the milestones has been achieved.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

13. Commitments and Contingencies

Litigation — From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. The Company is not aware of any current pending legal matters or claims.

Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

14. Income Taxes

The Company has not recorded income tax benefits for the net operating losses incurred during the years ended December 31, 2020 and 2019 nor for research and development tax credits and other deferred tax assets generated, due to its uncertainty of realizing a benefit from those items.

The components of income (loss) before income taxes for the years ended December 31, 2020 and 2019 were as follows (in thousands):

	2020			2019
United States	$	(18,985	)	$	(13,812	)
Foreign		114			(2,343	)
Loss before provision for income taxes	$	(18,871	)	$	(16,155	)

Income tax expense (benefit) for the years ended December 31, 2020 and 2019 were as follows (in thousands):

Provision for income taxes:	2020		2019
Current tax expense:
Federal		-		-
State		-		-
Foreign		146		-
Total current tax expense (benefit)		146		-

Deferred tax expense:
Federal		-		-
State		-		-
Foreign		260		-
Total deferred tax expense (benefit)		260		-
Total income tax expense (benefit)		406		-

A reconciliation of the income tax computed at the U.S. federal statutory rate of 21% to the expense for income taxes for the years ended December 31, 2020 and 2019 is as follows (in thousands):

	2020			2019
Income tax expense (benefit) at federal statutory rate		(3,963	)		(3,393	)
State income taxes (net of federal benefit)		(917	)		(721	)
Warrant liability		3,069			-
Contingent consideration		(2,966	)		-
Research and development credits		(425	)		326
Other		242			1,205
Change in valuation allowance		5,366			2,583
Income tax expense (benefit)		406			-

The Company’s effective tax rate was (2.15)% and 0.00% for the years ended December 31, 2020 and 2019, respectively. Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2020 and 2019 were as follows (in thousands):

	2020			2019
Deferred tax assets (liabilities):
Net operating loss carryforwards		17,958			13,502
Depreciation and amortization		1,810			1,814
Research & development credits		1,682			882
Lease liability		520			436
Right-of-use asset		(270	)		(48	)
Accrued interest		160			-
Non-qualified stock options		146			130
Accrued compensation		115			62
Other		(260	)		(23	)
Total		21,861			16,755
Less: valuation allowance		(22,121	)		(16,755	)
Net deferred tax assets (liabilities)		(260	)		-

In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, carry back opportunities and tax planning strategies in making the assessment. The Company believes it is more likely than not it will not realize the benefits of these deductible differences and has applied a full valuation allowance against them. As the Company has no deferred tax assets in Australia, it has recognized a deferred tax liability and expense for $0.3 million for temporary differences that will reverse in future periods.

The Company has federal and state net operating losses (NOLs) of approximately $72.2 million and $59.8 million as of December 31, 2020, respectively that, subject to limitation, may be available in future tax years to offset taxable income. Of the available federal NOLs, approximately $38.8 million can be carried forward indefinitely but utilization is limited to 80% of the Company's taxable income in any given tax year based on current federal tax laws. The remaining balance of $33.4 million will begin to expire after 2034. Of the available state NOLs, approximately $39.4 million can be carried forward indefinitely but utilization is limited to 80% of the Company's taxable income in any given tax year based on current tax laws. The remaining balance of $20.4 million will begin to expire after 2032. Additionally, the Company has approximately $1.7 million of research and development (R&D) credit carryforwards that will begin to expire after 2034 if not utilized.

Under the provisions of §382 of the Internal Revenue Code, substantial changes in the Company's ownership may result in limitations on the amount of NOL carryforwards and R&D credits that can be utilized in future years. NOL carryforwards and R&D credits are subject to examination in the year they are utilized regardless of whether the tax year in which they are generated has been closed by statute. The amount subject to disallowance is limited to the amount utilized. Accordingly, the Company may be subject to examination for prior NOLs and credits generated as such tax attributes are utilized.

The Company has not recorded any amounts for unrecognized tax benefits as of December 31, 2020 and 2019. The Company’s practice is to recognize interest and penalties related to income tax matters in income tax expense. The Company had no accrual of interest and penalties on the Company’s balance sheets and has not recognized interest and penalties in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2020 and 2019.

The Company is subject to taxation in the United States and Australia. The Company’s tax returns from 2014 to present are subject to examination by the United States and state authorities due to the carry forward of unutilized net operating losses and R&D credits. There are currently no pending examinations.

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.

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

12 Months Ended

Dec. 31, 2020

Stock-Based Compensation

15. Stock-Based Compensation

2020 Stock Plan

In December 2020, in connection with the Reverse Recapitalization, the Company’s board of directors approved the 2020 Stock Plan (the “2020 Stock Plan”) and reserved 12,000,000 shares of Common Stock for issuance thereunder, all of which may be issued pursuant to incentive stock options or any other type of award under the 2020 Stock Plan. The 2020 Stock Plan became effective immediately upon the closing of the Reverse Recapitalization. The maximum number of shares of Common Stock that may be issued pursuant to the exercise of incentive stock options under the 2020 Stock Plan is 12,000,000. The Company’s selected employees, officers, directors and consultants are eligible to participate in the traditional stock option grants, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards, and performance awards under the 2020 Stock Plan. The purpose of this 2020 Stock Plan is to enable the Company to offer competitive equity compensation packages in order to attract and retain the talent necessary for the Combined Company.

The 2020 Stock Plan is administered by the Company’s Board of Directors. The exercise prices, vesting periods and other restrictions are determined at the discretion of the Company’s Board of Directors, except that the exercise price per share of options may not be less than 100% of the fair market value of the Common Stock on the date of grant. Stock options awarded under the 2020 Stock Plan expire ten years after the grant date, unless the Company’s Board of Directors sets a shorter term. Stock options and restricted stock granted to employees, officers, members of the Company’s Board of Directors and consultants generally vest over a four-year period. If an option or other award granted under the 2020 Stock Plan expires, terminates or is cancelled, the unissued shares subject to that option or award shall again be available under the 2020 Stock Plan. If shares awarded pursuant to the 2020 Stock Plan are forfeited to or repurchased at original cost by the Company, the number of shares forfeited or repurchased at original cost shall again be available under the 2020 Stock Plan.

On December 30, 2020, the Company granted 1,507,062 restricted stock units under the 2020 Stock Plan. As of December 31, 2020, 10,492,938 shares remained available for future grant.

2014 Stock Plan

Following the closing of the Reverse Recapitalization, the 2014 Stock Plan is administered by the Company’s Board of Directors. Stock options awarded under the 2014 Stock Plan expire ten years after the grant date. Stock options and restricted stock granted to employees, officers, members of the Company’s Board of Directors and consultants typically vest over a four-year period.

As a result of the Reverse Recapitalization (as described in Note 1), stock options outstanding under the 2014 Stock Plan of 53,286,115 were converted into 7,032,590 of stock options of the Company based on the Exchange Ratio determined in accordance with the terms of the Merger Agreement. The exchange of Clene Nanomedicine’s stock options for Clene Inc. stock options was treated as a modification of the awards. The modification of the stock options did not result in a material incremental compensation expense to be recognized at the closing of the Reverse Recapitalization.

During the year ended December 31, 2020, the Company granted stock options for 270,555 shares under the 2014 Stock Plan.

As of December 31, 2019, there were 6,720,065 common shares authorized for grant to employees, officers, directors, and consultants under the 2014 Stock Plan. Effective as of the closing of the Reverse Recapitalization on December 30, 2020, no additional awards may be made under the 2014 Stock Plan and as a result, (i) any shares in respect of stock options that are expired or terminated under the 2014 Stock Plan without having been fully exercised will not be available for future awards; (ii) any shares in respect of restricted stock that are forfeited to, or otherwise repurchased by the Company, will not be available for future awards; and (iii) any shares of Common Stock that are tendered to the Company by a participant to exercise an award will not be available for future awards.

During the year ended December 31, 2019, the Company granted stock options for 1,440,717 shares under the 2014 Stock Plan. There were 388,283 shares available for grant under the 2014 Stock Plan as of December 31, 2019.

Stock-based compensation for the years ended December 31, 2020 and 2019 was approximately $0.8 million and $0.4 million, respectively, and is recorded in research and development and general and administrative expenses in the consolidated statement of operations and comprehensive loss as follows:

(In thousands)	2020		2019
General and administrative	$	281	$	161
Research and development		480		238
Total stock-based compensation	$	761	$	399

As of December 31, 2020, the Company had approximately $2.4 million of unrecognized stock-based compensation costs related to non-vested awards which is expected to be recognized over a weighted-average period of 2.04 years.

The following sets forth the outstanding Common Stock options and related activity for the year ended December 31, 2020 (in thousands, except share and per share data):

Equity	Number of Options			Weighted Average Exercise Price Per Share		Weighted Average Remaining Term (Years)		Instrinsic Value
Outstanding - December 31, 2018		5,698,090		$	0.38		6.62	$	11,089
Granted		1,440,717			2.42		9.66		-
Exercised		(11,878	)		0.83		-		31
Forfeited		(248,757	)		1.44		-		-
Outstanding - December 31, 2019		6,878,172			0.83		6.36		18,105
Granted		270,555			5.48		5.32		-
Exercised		(83,232	)		0.94		-		740
Forfeited		(32,904	)		1.65		-		-
Outstanding - December 31, 2020		7,032,591		$	0.97		5.34	$	62,462

Options vested and exercisable - December 31, 2020		5,896,034		$	0.55		4.86	$	52,694

Options vested and exercisable - Stock options vested and expected to vest December 31, 2020		7,032,591		$	0.97		5.34	$	62,462

Prior to the consummation of the Reverse Recapitalization, the exercise price of the stock options granted was based on the fair market value of the common shares of the Company as of the grant date as determined by the Board of Directors, with input from the Company’s management. The Board of Directors determined the fair value of the common stock at the time of grant of the options by considering a number of objective and subjective factors, including third-party valuation reports, valuations of comparable companies, sales of redeemable convertible Preferred Stock, sales of common stock to unrelated third parties, operating and financial performance, the lack of liquidity of the Company’s capital stock, and general and industry-specific economic outlook.

Stock options are valued using the Black-Scholes option pricing model. Since the Company has limited trading history of its common stock, the expected volatility is derived from the average historical stock volatilities of several unrelated public companies within the Company’s industry that the Company considers to be comparable to its own business over a period equivalent to the expected term of the stock option grants. The risk-free interest rate for periods within the contractual life of the stock options is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plans to do so. The expected term represents the period that stock-based awards are expected to be outstanding. For option grants that are considered to be “plain vanilla,” the Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. For other option grants, the Company estimates the expected term using historical data on employee exercises and post-vesting employment termination behavior taking into account the contractual life of the award.

The assumptions used to calculate the value of the stock option awards granted in 2020 and 2019 are presented as follows:

	2020	2019
Expected stock price volatility	75.00% - 119.30%	75.00%
Risk-free interest rate	0.39% - 0.53%	1.46%
Expected dividend yield	0%	0%
Expected term of options	6 years	6 years

The weighted average grant-date fair value of options granted during the years ended December 31, 2020 and 2019 was $2.3923 and $1.5806, respectively.

Restricted Stock Units

On December 30, 2020, the Company granted the following shares of restricted common stock under the 2020 Stock Plan:

●

370,101 shares to various employees and non-employee directors, which vest on June 30, 2021, subject to the employee’s continuous employment through such vesting date. The award represents 5% of the converted stock options under 2014 Stock Plan as a result of the Reverse Recapitalization and complements the 5% closing payment shares held in escrow for Clene Nanomedicine common shareholders (as described in Note 1). The grant-date fair value of these awards was $4.0 million.

●

454,781 shares to various employees and non-employee directors, which were eligible to vest based on certain market conditions, subject to the employee’s continuous employment through such vesting date. The award complements the Milestone 1 earn-out share entitlement of Clene Nanomedicine shareholders and vests based on the same market condition (as described in Note 3). The grant-date fair value of these awards, using a Monte Carlo simulation, was $4.3 million. Based on the outcome of the market condition as of the December 31, 2020 measurement date, no shares were vested.

●

341,090 shares to various employees and non-employee directors, which were eligible to vest based on certain market conditions, subject to the employee’s continuous employment through such vesting date. The award complements the Milestone 2 earn-out share entitlement of Clene Nanomedicine. shareholders and vests based on the same market condition (as described in Note 3). The grant-date fair value of these awards, using a Monte Carlo simulation, was $3.5 million. Based on the outcome of the market condition as of the December 31, 2020 measurement date, no shares were vested.

●

341,090 shares to various employees and non-employee directors, which were eligible vest based on certain performance conditions tied to the completion of the COVID-19 coronavirus treatment study, subject to the employee’s continuous employment through such vesting date. The award complements the Milestone 3 earn-out share entitlement of Clene Nanomedicine shareholders and vests based on the same performance condition (as described in Note 3). The grant-date fair value of these awards was $3.7 million based on a weighted average grant date fair value of $10.82 per share. The Company did not recognize compensation expense because the occurrence of achieving this milestone was not probable. As of the December 31, 2020 measurement date, no shares were vested.

The following table summarizes the restricted common stock activity during the year ended December 31, 2020:

	Number of RSUs		Weighted Average Grant Date Fair Value
Unvested balance as of December 31, 2019		-	$	-
Granted		1,507,062		10.30
Vested		-		-
Unvested balance as of December 31, 2020		1,507,062	$	10.30

The assumptions used to calculate the value of the restricted stock units granted in 2020 in the Monte Carlo valuation model include projected stock price, volatility and risk-free rate based on the achievement of certain stock price milestones. Our significant unobservable inputs as of December 31, 2020 were as follows: (i) 85% of expected stock price volatility, (ii) risk-free interest rate of 0.4%, and (iii) expected term of 5 years. The weighted average grant-date fair value of RSUs granted during the years ended December 31, 2020 and 2019 was $10.3034 and $0, respectively.

The stock-based compensation expense associated with the RSUs were immaterial for the years ended December 31, 2020 and 2019. As of December 31, 2020, total unrecognized compensation cost related to the unvested stock-based awards was $15.5 million, which is expected to be recognized over a weighted average period of 8 months.

Fair Value

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value

16. Fair Value

The carrying amount of cash and accounts payable approximates fair value because of the immediate, short-term maturity of these financial instruments.

Liabilities with Fair Value Measurements on a Recurring Basis — The following tables present the Company’s fair value hierarchy for its liabilities measured at fair value on a recurring basis as of December 31, 2020 and 2019 (in thousands):

	Fair Value Measurements on a Recurring Basis December 31, 2020
	Level 1		Level 2		Level 3		Total
Notes payable	$	1,296	$	-	$	-	$	1,296
Clene Nanomedicine contingent earn-out		-		-		52,053		52,053
Initial Shareholders contingent earn-out		-		-		5,906		5,906

	Fair Value Measurements on a Recurring Basis December 31, 2019
		Level 1		Level 2		Level 3		Total
Redeemable convertible preferred stock warrant liability	$	-	$	-	$	3,213	$	3,213
Notes payable		-		-		640		640

For the year ended December 31, 2020, there was a transfer to Level 1 from Level 3 of the Company’s notes payable as the fair value of the notes payable is determined based on the Company’s stock price listed on the Nasdaq. There were no other transfers between Level 1, Level 2 or Level 3. For the years ended December 31, 2019, there were no transfers between Level 1, Level 2, or Level 3.

Valuation of the Notes Payable

The carrying value of the notes payable includes certain notes remeasured at fair value on a recurring basis in the balance sheet as of December 31, 2020 and 2019. In order to value the note, the Company considers the amount of simple interest expense that would be due and considers the value of Phantom Shares.

Prior to becoming a public company, the Company’s notes payable contained unobservable inputs that reflected the Company’s own assumptions. Accordingly, the Company’s notes payable were measured at fair value on a recurring basis using unobservable inputs. Significant unobservable inputs as of December 31, 2019 were the fair value of Series C Preferred Stock of $4.1699 per share.

As of December 31, 2020, the fair value of the Company’s Notes payable is determined based on the closing price of $9.01 per share for CLNN listed on the Nasdaq.

Valuation of Warrants to Purchase Preferred Stock

The Company’s Preferred Stock warrant liabilities contain unobservable inputs that reflect the Company’s own assumptions. Accordingly, the Company’s Preferred Stock warrant liabilities were measured at fair value on a recurring basis using unobservable inputs. Prior to the extinguishment of the Preferred Stock warrant liabilities on December 30, 2020 and on December 31, 2019, the Preferred Stock warrant liability was valued using a Black-Scholes valuation model.

Significant unobservable inputs at December 30, 2020 were the fair value of Series D Preferred Stock warrants of $10.82 per share, the fair value of Series A Preferred Stock warrants of $10.82 per share, expected term of 2.3 years, expected volatility of Series D Preferred Stock warrants of 101%, and expected volatility of Series A Preferred Stock warrants of 101%. Significant unobservable inputs at December 31, 2019 were the fair value of Series C Preferred Stock warrants of $4.1699 per share, the fair value of Series A Preferred Stock warrants of $3.1046 per share, expected term of 2 years, expected volatility of Series C Preferred Stock warrants of 49%, and expected volatility of Series A Preferred Stock warrants of 71%.

The Board of Directors determines the fair value of the Preferred Stock by considering a number of objective and subjective factors, including third-party valuations, valuations of comparable companies, sales of redeemable convertible Preferred Stock, sales of common stock to unrelated third parties, operating and financial performance, the lack of liquidity of the Company’s capital stock, and general and industry-specific economic outlook. The Company estimated the volatility of its Preferred Stock based on comparable peer companies’ historical volatility. The risk-free interest rate for periods within the contractual life of the warrants is based on the U.S. Treasury yield curve in effect at the valuation date. The Company has no plans to declare any future dividends. The determination of the fair value of the Preferred Stock warrant liability could change in future periods based upon changes in the value of the Company’s Preferred Stock and other assumptions as presented above. The Company records any such change in fair value to the change in fair value of Preferred Stock warrant liability expense line in the consolidated statements of operations and comprehensive loss.

Upon the closing of the Reverse Recapitalization (see Note 1), all of the outstanding Clene Nanomedicine Preferred Stock was converted to Clene Inc. Common Stock and the Clene Nanomedicine Preferred Stock warrants were converted to warrants for the purchase of Clene Inc. Common Stock. Accordingly, the Preferred Stock warrant liabilities were extinguished in connection with the conversion of Clene Nanomedicine Preferred Stock on December 30, 2020 (see Note 9).

Valuation of the Contingent Earn-out

Pursuant to the Merger Agreement, Clene Nanomedicine’s common shareholders immediately prior to the Reverse Recapitalization and Initial Shareholders of Totttenham were entitled to receive additional shares of up to 8,333,333 shares and 750,000 shares of the Company’s Common Stock, respectively, upon the Company achieving certain milestones described in Note 3. Upon the consummation of the Reverse Recapitalization, Clene Nanomedicine and the Initial Shareholders are entitled to receive additional shares up to 8,346,185 shares as a result of the exercise of the stock options in November 2020, and 750,000 shares of the Company’s Common Stock. The Clene Nanomedicine Contingent Earn-out and the Initial Shareholders Contingent Earn-out are recorded at fair value as contingent earn-out on the closing of the Reverse Recapitalization on December 30, 2020 and remeasured at each reporting period. As of December 31, 2020, no milestone has been achieved.

The estimated fair value of the initial contingent earn-out is determined using a Monte Carlo analysis in order to simulate the future path of the Company’s stock price over the earn-out period. The carrying amount of the liability may fluctuate significantly and actual amounts paid may be materially different from the liability’s estimated value. As of December 31, 2020, the contingent earn-out was revalued using a similar Monte Carlo analysis. The unobservable inputs to the model were as follows:

	2020	2019
Expected stock price volatility	85.00%	N/A
Risk-free interest rate	0.40%	N/A
Expected term	5 years	N/A

The following is a summary of changes in the fair value of the Company’s financial liability related to the notes payable, the derivative instrument, the Preferred Stock warrants, and the contingent earn-out measured at fair value as of December 31, 2020 and 2019 (in thousands):

	Notes Payable		Derivative Instrument			Preferred Stock Warrants			Clene Nanomedicine Contingent Earn-out			Initial Shareholders Contingent Earn-out
Balance - December 31, 2018	$	-	$	-		$	4,518		$	-		$	-
Issuance of notes payable		600		-			-			-			-
Change in fair value		40		-			361			-			-
Exercise of Series C preferred stock warrants		-		-			(1,666	)		-			-
Balance - December 31, 2019		640		-			3,213			-			-
Issuance of convertible promissory notes		-		705			-			-			-
Initial fair value of instrument		-		-			-			64,712			7,371
Change in fair value		656		(29	)		14,615			(12,659	)		(1,465	)
Extinguishment of preferred stock warrant liability in connection with the conversion of redeemable convertible preferred stock		-		-			(17,828	)		-			-
Extinguishment of derivative liability in connection with extinguishment of the 2020 Convertible Notes (Note 12)		-		(676	)		-			-			-
Balance - December 31, 2020	$	1,296	$	-		$	-		$	52,053		$	5,906

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.

Redeemable Convertible Preferred Stock Disclosure [Abstract]

Redeemable Convertible Preferred Stock

12 Months Ended

Dec. 31, 2020

Redeemable Convertible Preferred Stock

17. Redeemable Convertible Preferred Stock

Prior to the Reverse Recapitalization, the Company had issued Series A, B, C, and D Preferred Stock to various investors. Preferred stock is convertible into common stock at the option of the holder at the conversion price. The Company evaluated the Preferred Stock and concluded that it did not meet the criteria for being classified as a liability. However, the Company had determined that the Preferred Stock should be classified as temporary equity, as the Company might be required to redeem the outstanding Preferred Stock in cash. The Company had concluded that a redemption event is not probable. Accordingly, the value of Preferred Stock had not been adjusted to its redemption amount.

Holders of Preferred Stock vote together with the holders of common stock as a single class. Voting rights are in proportion to the number of votes equal to common stock shares into which preferred shares would be converted.

Redeemable Preferred Stock

Between February and April 2015, the Company issued 16,066,503 shares of Series A Preferred Stock to several investors, at a price of $1.9658 per share, for proceeds of $9.5 million in cash and $18.0 million by conversion of convertible promissory notes.

In December 2016, the Company issued 4,168,815 shares of Series B Preferred Stock at a price of $4.0778 per share and a buyout option for proceeds of $16.6 million, net of issuance costs of $0.4 million. The Agreement provided the buyer with an exclusive right and option to acquire all of the issued and outstanding stock of the Company on a fully diluted basis at a set price and provides for future milestone payments to be made to existing shareholders of the Company based on achievement of certain milestones defined within the Agreement. The purchase option was not exercised and was terminated by written notice received from the buyer on September 21, 2017. The Company allocated the total cash consideration received of $16.6 million between the Series B Preferred Stock and the buyout option based on the relative fair value of each instrument. The $3.4 million assigned to the buyout option was treated as a contribution and recorded into additional paid-in capital.

Between August and October 2018, the Company issued 4,929,718 shares of Series C Preferred Stock to several investors. The Company issued 3,849,011 shares, at a price of $4.1699 per share, for proceeds of $15.9 million in cash, net of issuance costs of $0.2 million. $1.5 million of the proceeds were allocated to the Series C Preferred Stock Warrants issued (see Note 9). The Company issued 1,080,707 shares upon conversion of the convertible promissory notes (see Note 11).

Between March and July 2019, the Company issued 2,334,801 shares of Series C Preferred Stock to several investors. The Company issued 1,935,111 shares, at a price of $4.1699 per share, for proceeds of $8.1 million in cash, net of immaterial issuance costs. The Company issued 399,690 shares on exercise of Series C Preferred Stock Warrants (see Note 9).

In August 2020, the Company issued 9,394,057 shares of Series D Preferred Stock to several investors. The Company issued 7,896,922 shares, at a price of $4.6018 per share, for proceeds of $35.1 million in cash, net of $1.3 million issuance costs. In addition, in connection with the Company’s issuance and sale of Series D preferred stock, all of the outstanding principal and accrued interest under the 2020 Convertible Notes was automatically converted into an aggregate of 1,497,135 shares of Series D Preferred Stock. The Company determined the fair value of the shares issued upon conversion to be $6.9 million, based on the preferred stock financing cash price per share (see Note 11).

The Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock are collectively referred as the “Preferred Stock.” In connection with the closing of the Reverse Recapitalization, the Preferred Stock converted into 36,893,894 shares of Common Stock on a 1:0.1389 basis (see Note 1).

As of December 31, 2020, there was no Preferred Stock outstanding.

Preferred Stock consisted of the following as of December 31, 2019 (in thousands, except share amounts):

	December 31, 2019
	Preferred Shares Authorized		Preferred Shares Issued and Outstanding		Carrying Value		Liquidation Value		Common Stock Issuable Upon Conversion
Series A Preferred Stock		17,675,175		16,066,503	$	27,485	$	31,584		16,066,503
Series B Preferred Stock		4,168,815		4,168,815		16,582		16,999		4,168,815
Series C Preferred Stock		9,192,018		7,264,519		28,594		30,292		7,264,519
Total		31,036,008		27,499,837	$	72,661	$	78,875		27,499,837

The rights and preferences of Series A, Series B, Series C, and Series D Preferred Stock are as follows:

Voting Rights — The holder of each share of Series A, Series B, Series C, and Series D Preferred Stock shall have the right to one vote for each share of common stock into which such Series A, Series B, Series C, and Series D Preferred Stock could then be converted.

Right to Elect Directors — As long as the majority of the Series A Preferred Stock issued remains outstanding, its holders shall be entitled to elect two directors of the Company. The holders of Series B Preferred Stock are entitled to elect one director of the Company. The holders of Series C Preferred Stock are entitled to elect one director of the Company. The holders of Preferred Stock and common stock (voting together as a single class and not as separate series and on as-converted basis) shall be entitled to elect any remaining director of the Company.

Dividend Rights — The holders of Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors, out of any assets of the Company legally available therefore, any dividends as may be declared from time to time by the Board of Directors. No dividend may be declared or paid on the common stock (other than dividends payable in shares of common stock) unless any and all such dividends or distributions are distributed among all holders of common stock and Preferred Stock in proportion as if the Preferred Stock were converted to common stock at the effective conversion rate. The debt covenants of the Company’s outstanding note payable prohibit the issuance of dividends, see Note 8.

Preferred Stock Protective Provisions — As long as Preferred Stock originally issued remains outstanding, the Company shall not without first obtaining the approval of the holders of at least a majority of the outstanding shares of Preferred Stock: (i) consummate a liquidation event or effect any other merger or consolidation, (ii) amend, alter, or repeal any provision of the Certificate of Incorporation, (iii) increase or decrease (other than redemption or conversion) the total number of authorized shares of common stock or Preferred Stock, (iv) authorize or issue any equity security having a preference over, or being on a parity of any series of Preferred Stock, (v) redeem, purchase, or acquire any shares of Preferred Stock or common stock, (vi) pay or declare any dividend on any shares of capital stock of the Company, other than dividends payable in shares of common stock, (vii) create or hold capital stock in any subsidiary that is not wholly owned by the Company or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license, or otherwise dispose the assets of such subsidiary.

In addition, Series B, Series C, and Series D Preferred Stock have protective provisions that prevent the Company from amending, altering, or repealing any provision of the Certificate of Incorporation or Bylaws to adversely alter or change the powers, preferences or special rights without first obtaining the approval of the holders of at least a majority of the outstanding shares of Series B, Series C, and Series D Preferred Stock, respectively.

Liquidation Preference — In case of any liquidation event, either voluntary or involuntary, the holders of Series D Preferred Stock shall be entitled to receive out of the proceeds or assets of the Company available for distribution to its shareholders prior and in preference to any distribution of the proceeds of such liquidation event to the holders of Series C Preferred Stock, Series B Preferred Stock, Series A Preferred Stock, and common stock by reason of their ownership thereof, an amount per share equal to the sum of the applicable original issue price for the Series D Preferred Stock plus declared but unpaid dividends on such share. If, upon the occurrence of such event, the proceeds thus distributed among the holders of the Series D Preferred Stock shall be insufficient to permit the payment to such holders of the full amounts, then the entire Proceeds legally available for distribution shall be distributed ratably among the holders of the Series D Preferred Stock in proportion to the full preferential amount that each such holder is entitled to receive.

In case of any liquidation event, either voluntary or involuntary, the holders of Series C Preferred Stock shall be entitled to receive out of the proceeds or assets of the Company available for distribution to its shareholders prior and in preference to any distribution of the proceeds of such liquidation event to the holders of Series B Preferred Stock, Series A Preferred Stock, and common stock by reason of their ownership thereof, an amount per share equal to the sum of the applicable original issue price for the Series C Preferred Stock plus declared but unpaid dividends on such share. If, upon the occurrence of such event, the proceeds thus distributed among the holders of the Series C Preferred Stock shall be insufficient to permit the payment to such holders of the full amounts, then the entire Proceeds legally available for distribution shall be distributed ratably among the holders of the Series C Preferred Stock in proportion to the full preferential amount that each such holder is entitled to receive.

In case of any liquidation event, either voluntary or involuntary, the holders of Series B Preferred Stock shall be entitled to receive out of the proceeds or assets of the Company available for distribution to its shareholders prior and in preference to any distribution of the proceeds of such liquidation event to the holders of Series A Preferred Stock, and common stock by reason of their ownership thereof, an amount per share equal to the sum of the applicable original issue price for the Series B Preferred Stock plus declared but unpaid dividends on such share. If, upon the occurrence of such event, the proceeds thus distributed among the holders of the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full preferential amounts, then the remaining Proceeds legally available for distribution after distribution to holders of the Series D Preferred Stock and Series C Preferred Stock shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the full preferential amount that each such holder is entitled to receive.

In case of any liquidation event, either voluntary or involuntary, the holders of Series A Preferred Stock shall be entitled to receive out of the proceeds or assets of the Company available for distribution to its shareholders prior and in preference to any distribution of the proceeds of such liquidation event to the holders of common stock by reason of their ownership thereof, an amount per share equal to the sum of the applicable original issue price for the Series A Preferred Stock plus declared but unpaid dividends on such share. If, upon the occurrence of such event, the proceeds thus distributed among the holders of the Series A Preferred Stock shall be insufficient to permit the payment to such holders of the full preferential amounts, then the remaining Proceeds legally available for distribution after distribution to holders of the Series D Preferred Stock, Series C Preferred Stock and Series B Preferred Stock shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the full preferential amount that each such holder is entitled to receive For purposes of determining the amount each holder of shares of Preferred Stock is entitled to receive in a liquidation event, each such holder shall be deemed to have converted into shares of common stock immediately prior to the Liquidation Event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed otherwise.

Redemption — The Series A, Series B, Series C, and Series D Preferred Stock are not redeemable at the option of the holder. However, so long as a majority of the Preferred Stock originally issued remains outstanding, the Company shall not, without first obtaining the approval of the holders of at least a majority of the then outstanding shares of Preferred Stock, redeem, purchase, or acquire any share or shares of Preferred Stock or common stock, except the repurchase, if any, of shares of common stock from employees, officers, directors, consultants, or other persons performing services for the Company.

Conversion Rights —

(a)

Right to Convert. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time, into such number of fully paid and non-assessable shares of common stock as is determined by dividing the applicable original issue price by the applicable conversion price. The initial conversion price per share of Series A, Series B, Series C, and Series D Preferred Stock shall be $1.9658, $4.0778, $4.1699, and $4.6018, respectively, provided, however, that the conversion price shall be subject to adjustment as set forth below.

(b)

Automatic Conversion. Each share of Series A, Series B, Series C, and Series D Preferred Stock shall automatically be converted into shares of common stock upon the earlier of (i) the closing of the sale of common stock in an underwritten public offering pursuant to a registration statement under the Securities Act of 1933, the public offering price of which is not less than $30.0 million in the aggregate, (ii) the date, or the occurrence of an event, specified by vote or written consent, or agreement of the holders of a majority of the then outstanding shares of Preferred Stock (voting together as a single class and not as separate series and on an as-converted basis), or (iii) a closing of a merger with a publicly-traded entity that has no operations other than searching for an operating company with which to merge (a “SPAC”) at a value per share in accordance with the restated certification incorporation, resulting in at least $30.0 million of proceeds to the Company (including any cash acquired in the merger with the SPAC).

(c)

Conversion Price Adjustment. The conversion Price of Preferred Stock shall be subject to adjustment as follows: If the Company shall issue any additional stock (as defined in the associated agreement) without consideration or for a consideration per share less than the Conversion Price in effect immediately prior to the issuance of such additional stock, the Conversion Price shall be adjusted.

Common Stock

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

Common Stock

18. Common Stock

As of December 31, 2020, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 100,000,000 shares of the Company’s Common Stock, par value $0.0001 per share and 1,000,000 shares of the Company’s Preferred Stock, par value $0.0001 per share.

The Company’s common shareholders are entitled to one vote per share and to notice of any shareholders’ meeting. Voting, dividend and liquidation rights of the holders of Common Stock are subject to the prior rights of holders of all classes of stock and are qualified by the rights, powers, preferences and privileges of the holders of Preferred Stock. No distributions shall be made with respect to Common Stock until all declared dividends to Preferred Shares have been paid or set aside for payment to the holders of Preferred Stock. Common Stock is not redeemable at the option of the holder.

On the closing of the Reverse Recapitalization, the total 2,303,495 of the Tottenham ordinary shares held by the Initial Shareholders and public shareholders were converted into the same number of Company’s Common Stock (see Note 3).

On the closing of the Reverse Recapitalization, 644,164 shares of the Company’s Common Stock were issued to LifeSci as financial advisor to the Reverse Recapitalization (see Note 3).

On December 28, 2020 and prior to the closing of the Reverse Recapitalization, various PIPE investors purchased 2,239,500 shares of the Company’s Common Stock at a price of $10.00 per share and 1,119,750 warrants to purchase, at an exercise price of $0.01 per share, one share of the Company’s Common Stock for net proceeds of $22.2 million (see Notes 1 and 3).

As of December 31, 2020, the Company’s common shares issued and outstanding are 59,526,171 and there are no preferred shares issued and outstanding (see Note 17).

Net Loss Per Share Attributable to Common Shareholders

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Shareholders

19. Net Loss Per Share Attributable to Common Shareholders

The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders (in thousands, except share and per share data):

	As of December 31,
	2020			2019
Numerator:
Net loss attributable to common shareholders	$	(19,277	)	$	(16,155	)

Denominator:
Weighted average shares outstanding		17,503,992			17,357,505

Net loss per share attributable to common shareholders, basic and diluted	$	(1.10	)	$	(0.93	)

Included within weighted average common shares outstanding are 1,119,750 common shares issuable upon the exercise of the PIPE warrants as the warrants are exercisable at any time for nominal consideration, and as such, the shares are considered outstanding for the purpose of calculating basic and diluted net loss per share attributable to common shareholders.

The Company has not considered the effect of the Chardan Unit Purchase Option that would convert to 242,000 shares of the Company’s Common Stock and warrants to purchase 110,000 shares of the Company’s Commons Stock, in the calculation of diluted loss per share, since the conversion of the Chardan Unit Purchase Option and the exercise of the Chardan Unit Purchase Option Warrants into the Company’s Commons Stock would be anti-dilutive (see Notes 1 and 10).

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common shareholders for the periods presented because including them would have been antidilutive:

	As of December 31,
	2020		2019
Series C redeemable convertible preferred stock		-		7,264,519
Series B redeemable convertible preferred stock		-		4,168,815
Series A redeemable convertible preferred stock		-		16,066,503
Series C redeemable convertible preferred stock warrants		-		271,439
Series A redeemable convertible preferred stock warrants		-		1,608,672
Common stock warrants (see Note 10)		4,336,613		-
Options to purchase common stock		7,032,591		6,878,172
Chardan Unit Purchase Option to purchase common stock (see Note 1)		242,000		-
Chardan Unit Purchase Option Warrants (see Notes 1 and 10)		110,000		-
Earn-out shares (see Note 3 and 12)		9,096,185		-
Total		20,817,389		36,258,120

Related Party Transactions

12 Months Ended

Dec. 31, 2020

Related Party Transactions

20. Related Party Transactions

Related Party Payables

During years prior to 2020, the Company incurred expenses for compensation for consulting services provided by a member of the Board of Directors. These expenses were fully paid as of December 31, 2020. As of December 31, 2019, the outstanding balance of $0.1 million was recorded in accounts payable.

Supply Agreement

In August 2018, in conjunction with an investment made in the Company’s Series C Preferred Stock and Series C Preferred Stock Warrants by 4Life, LLC, an investor, the Company entered into a supply agreement with the investor. Under the terms of this agreement, the Company granted the investor an exclusive license to pursue development of dietary supplements using certain of the Company’s intellectual property (IP). The exclusive rights to the IP will be for a term of 5 years from the commencement of sales of licensed product by the investor, with a deemed commencement date of January 1, 2023 if sales have not yet commenced, and is subject to annual minimum sales. The agreement may be renewed for additional 5-year terms. If the investor fails to meet the annual minimum sales requirements, the investor may pay an additional fee to maintain exclusivity or have the investor’s license converted to non-exclusive rights. As part of this agreement, the Company will provide non-pharmaceutical product to the investor for development efforts and potential future production, and the investor is to pay royalties of 3% of incremental sales, as defined in the agreement. As of December 31, 2020, the Company had sold $70 thousand of product under this agreement, as well as $62 thousand of product not under this agreement, and received $0.1 million in advance to be applied against future sales of product under this agreement. The Company recorded this advanced amount as deferred revenue as of December 31, 2020 within accrued liabilities, and the Company expects to fulfil the performance obligations to release the deferred revenue in the first half of 2021 as the investor purchases product. As of December 31, 2020, the investor has made commercial sales of their products under the agreement which the Company recognized as royalty revenues of $30 thousand. As of and for the year ended December 31, 2019, the Company had not sold any product under this agreement, and there were no balances outstanding due to or from the investor.

Geographic and Segment Information

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

Geographic and Segment Information

21. Geographic and Segment Information

Geographic Information

The Company’s long-lived assets, which were composed of property and equipment, net by location was as follows (in thousands):

	As of December 31,
	2020		2019
United States	$	3,997	$	3,908
Australia		228		411
Total property and equipment, net	$	4,225	$	4,319

Segment Information

As of December 31, 2019, the Company had a single operating segment, development and commercialization of proprietary nanotechnology drug suspensions (“Drugs”). The Company identified a second segment, development and commercialization of proprietary dietary supplements (“Supplements”), in January 2020. The Company’s chief operating decision maker, the CEO, now obtains and reviews separate financial information for Supplements in deciding how to allocate resources to the segments and in assessing performance.

The operating results of the Company’s Drugs and Supplements segments for the years ended December 31, 2020 and 2019 were as follows (in thousands):

	As of December 31, 2020
	Drugs			Supplements		Total
Revenue from external customers	$	-		$	206	$	206
(Loss) Income from operations	$	(20,355	)	$	141	$	(20,214	)

	As of December 31, 2019
	Drugs			Supplements		Total
Revenue from external customers	$	-		$	-	$	-
Loss from operations	$	(16,332	)	$	-	$	(16,332	)

The Company’s long-lived assets, which were composed of property and equipment, net by segment was as follows (in thousands):

	As of December 31,
	2020		2019
Drugs	$	3,990	$	4,319
Supplements		235		—
Total property and equipment, net	$	4,225	$	4,319

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Prepaid Expenses And Other Current Assets [Abstract]

Subsequent Events

12 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

22. Subsequent Events

On January 11, 2021, the U.S. Small Business Administration notified the Company that the PPP loan of $0.6 million was forgiven. On that date, the Company recorded a gain on forgiveness of the PPP loan of $0.6 million in its consolidated statement of operations and comprehensive loss.

On January 27, 2021, the Company was awarded the Michael J. Fox Foundation grant for $0.5 million and funding is milestone based. On that date, the grant was recorded in accrued liabilities in the consolidated balance sheets, and as the associated conditions or obligations are met, the grant funding will be recognized as a reduction in research and development expenses in the consolidated statements of operations and comprehensive loss.

On February 16, 2021, the Company filed a registration statement on Form S-1 to register 4,541,481 shares of Common Stock underlying outstanding warrants that the Company had issued, among which 2,517,500 and 904,231 warrants were originally issued by Tottenham and Clene Nanomedicine, respectively, prior to the closing of the Reverse Recapitalization, and 1,119,750 warrants were issued as part of the PIPE offering in connection with the closing of the Reverse Recapitalization. The Company will receive aggregate gross proceeds of $30.7 million if all of these warrants are exercised. In addition, the registration statement on Form S-1 included 23,251,553 shares of the Common Stock to be registered for possible sale by the selling shareholders. The Company will not receive any proceeds from the sales by the selling shareholders. Incident to the registration of the Common Stock, the Company incurred certain offering costs, which will be recognized as an expense within general and administrative expenses on the consolidated statement of operations and comprehensive loss in the first quarter of 2021.

Accounting Policies, by Policy (Policies)	12 Months Ended
Accounting Policies, by Policy (Policies)	Dec. 31, 2020
Accounting Policies [Abstract]
Use of Estimates	*Use of Estimates* The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to the valuation of common stock, stock options, contingent earn-out liability, and Preferred Stock warrants. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results may differ from those estimates or assumptions. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known.
Risks and Uncertainties	*Risks and Uncertainties* The product candidates developed by the Company require approvals from the U.S. Food and Drug Administration (“FDA”) or foreign regulatory agencies prior to commercial sales. There can be no assurance that the Company’s current and future product candidates will receive the necessary approvals or be commercially successful. If the Company is denied approval or approval is delayed, it will have a material adverse impact on the Company’s business and its consolidated financial statements. The Company is subject to risks common to companies in the development stage including, but not limited to, dependency on the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and patients, significant competition, and untested manufacturing capabilities. The Company is subject to certain risks and uncertainties and believes that changes in any of the following areas could have a material adverse effect on future financial position or results of operations: ability to obtain future financing; regulatory approval and market acceptance of, and reimbursement for, product candidates; performance of third-party clinical research organizations and manufacturers upon which the Company relies; protection of the Company’s intellectual property; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; and the Company’s ability to attract and retain employees necessary to support its growth.
Concentrations of Credit Risk	*Concentrations of Credit Risk* Financial instruments which potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Company’s cash is mainly held in financial institutions. Amounts on deposit may at times exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.
Cash and Cash Equivalents	*Cash and Cash Equivalents* The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2020 and 2019, the Company has no cash equivalents and no restricted cash balances.
Inventory	*Inventory* Inventory is stated at historic cost on a first -in first-out basis. The Company’s inventory consisted of $71,000 in raw materials and $0.1 million in finished goods as of December 31, 2020. The Company’s inventory consisted of $28,000 in finished goods as of December 31, 2019.
Deferred Offering Costs	*Deferred Offering Costs* The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings, including the Reverse Recapitalization and the PIPE offering, as deferred costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of proceeds generated as a result of the offering. Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statement of operations. During the year ended December 31, 2020, the Company incurred $5.9 million of offering costs, which excludes the fair value of common shares issued as a payment of related offering costs, to additional paid in capital in connection with the Reverse Recapitalization. During 2019, the Company had offering costs that were directly related to its proposed initial public offering of $1.0 million. In September 2019, the Company terminated its initial public offering registration process. Accordingly, the Company has written off deferred offering costs previously capitalized to general and administrative expense within the accompanying consolidated statements of operations and comprehensive loss as of December 31, 2019.
Leases	*Leases* At inception of a contract, the Company determines if a contract meets the definition of a lease. A lease is a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. The Company determines if the contract conveys the right to control the use of an identified asset for a period of time. The Company assesses throughout the period of use whether the Company has both of the following: (1) the right to obtain substantially all of the economic benefits from use of the identified asset, and (2) the right to direct the use of the identified asset. This determination is reassessed if the terms of the contract are changed. Leases are classified as operating or finance leases based on the terms of the lease agreement and certain characteristics of the identified asset. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments. The Company leases laboratory and office space (real estate), and certain equipment under non-cancellable operating and finance leases. The carrying value of the Company’s right-of-use lease assets is substantially concentrated in its real estate leases, while the volume of lease agreements is primarily concentrated in equipment leases. The Company’s policy is to not record leases with an original term of twelve months or less on the consolidated balance sheets. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. Certain lease agreements may require the Company to pay additional amounts for taxes, insurance, maintenance and other expenses, which are generally referred to as non-lease components. Such variable non-lease components are treated as variable lease payments and recognized in the period in which the obligation for these payments was incurred. Variable lease components and variable non-lease components are not measured as part of the right-of-use asset and liability. Only when lease components and their associated non-lease components are fixed are they accounted for as a single lease component and are recognized as part of a right-of-use asset and liability. Total contract consideration is allocated to the combined fixed lease and non-lease component. This policy election applies consistently to all asset classes under lease agreements. Leases may contain clauses for renewal at the Company’s option. Payments to be made in option periods are recognized as part of the right-of-use lease assets and lease liabilities when it is reasonably certain that the option to extend the lease will be exercised, or is not at the Company’s option. The Company determines whether the reasonably certain threshold is met by considering contract-, asset-, market-, and entity-based factors. In the consolidated statements of earnings, operating lease expense, which is recognized on a straight-line basis over the lease term, and the amortization of finance lease ROU assets, which are included in plant, property, and equipment and depreciated, are included in research and development or general and administrative expenses consistent with the leased assets’ primary use. Accretion on the liabilities for finance leases is included in interest expense.
Property and Equipment	*Property and Equipment* Property and equipment are stated at cost less accumulated depreciation. Property and equipment consist of lab and office equipment and leasehold improvements. Depreciation is calculated using the straight-line method over the estimated economic useful lives of the assets, which are 3-5 years for lab equipment and 3-7 years for furniture and fixtures. Leasehold improvements are amortized over the lesser of the estimated lease term or the estimated useful life of the assets. Costs for capital assets not yet placed into service are capitalized as construction in progress and depreciated or amortized in accordance with the above useful lives once placed into service. Upon retirement or sale, the related cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in the consolidated statements of operations and comprehensive loss. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred.
Impairment of Long-Lived Assets	*Impairment of Long-Lived Assets* Long-lived assets are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate an asset group for recoverability, the Company compares the forecasted undiscounted cash flows expected to result from the use and eventual disposition of the asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use and eventual disposition of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows using market participant assumptions. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2020 or December 31, 2019.
Derivative Instruments	*Derivative Instruments* The convertible promissory notes issued in February through July 2020 (“2020 Convertible Notes”) contained embedded features that provide the lenders with multiple settlement alternatives. Certain of these settlement features provided the lenders a right to a fixed number of the Company’s shares upon conversion of the notes. Other settlement features provided the lenders the right or the obligation to receive cash or a variable number of shares upon the completion of a capital raising transaction, change of control or default of the Company (the “Redemption Features”). The Redemption Features of the 2020 Convertible Notes met the requirements for separate accounting and were accounted for as a single derivative instrument (the “2020 Derivative Instrument”). The 2020 Derivative Instrument was recorded at fair value at inception and was subject to re-measurement to fair value at each balance sheet date and immediately prior to the extinguishment of derivative liability, with any changes in fair value recognized in the consolidated statements of operations and comprehensive loss. In August 2020, in connection with the Company’s issuance and sale of Series D Preferred Stock, all of the outstanding principal and accrued interest under the convertible promissory notes was automatically converted into shares of Series D Preferred Stock and the derivative liability was extinguished (see Notes 11 and 12).
Redeemable Convertible Preferred Stock	*Redeemable Convertible Preferred Stock* Prior to the Reverse Recapitalization with Tottenham, the Company recorded all shares of redeemable convertible Preferred Stock at their respective fair values on the dates of issuance, net of issuance costs. The redeemable convertible Preferred Stock was recorded outside of permanent equity because while it was not mandatorily redeemable, upon certain events considered not solely within the Company’s control, such as a merger, acquisition, or sale of all or substantially all of the Company’s assets (each, a “Deemed Liquidation Event”), the redeemable convertible Preferred Stock would become redeemable at the option of the holders of at least a majority of the then-outstanding shares. The Company did not adjust the carrying values of the redeemable convertible Preferred Stock to the liquidation preferences of such shares because it was uncertain whether or when a Deemed Liquidation Event would occur that would obligate the Company to pay the liquidation preferences to holders of shares of redeemable convertible Preferred Stock. Subsequent adjustments to the carrying values of the liquidation preferences would be made only when it becomes probable that such a Deemed Liquidation Event will occur. In connection with the Reverse Recapitalization, all shares of redeemable convertible Preferred Stock were converted into shares of the Company’s Common Stock. Accordingly, there was no redeemable convertible Preferred Stock outstanding as of December 31, 2020. As of December 31, 2019, the carrying value of the redeemable convertible Preferred Stock was $72.7 million (see Note 17).
Contingent Earn-out	*Contingent Earn-out* In connection with the Reverse Recapitalization and pursuant to the Merger Agreement, Clene Nanomedicine’s common shareholders and Initial Shareholders of Tottenham are entitled to receive additional shares of the Company’s Common Stock upon the Company achieving certain milestones described in Note 12. In accordance with ASC 815 – Derivatives and hedging, the earn-out shares are not indexed to the Company’s own stock and therefore are accounted for as a liability at the reverse recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. The estimated fair value of the contingent consideration was determined using a Monte Carlo simulation that simulated the future path of the Company’s stock price over the earn-out period. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones including projected stock price, volatility, and risk-free rate. For potential payments related to a product development milestone, the fair value was determined based on the Company’s expectations of achieving such a milestone and the simulated estimated stock price on the expected date of achievement. The contingent earn-out is categorized as a Level 3 fair value measurement (see Fair Value of Financial Instruments accounting policy) because the Company estimates projections during the earn-out period utilizing unobservable inputs, including various potential pay-out scenarios. Contingent earn-out payments involve certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts.
Preferred Stock Warrant Liability	*Preferred Stock Warrant Liability* Prior to the Reverse Recapitalization with Tottenham, the Company accounted for freestanding warrants to purchase shares of Preferred Stock as liabilities on the balance sheet at their estimated fair value as the underlying redeemable convertible Preferred Stock was considered contingently redeemable and may obligate the Company to transfer assets to the holders at a future date upon the occurrence of a deemed liquidation event. At the end of each reporting period, changes in the estimated fair value of the warrants to purchase shares of Preferred Stock were recorded in change in fair value of Preferred Stock warrant liability in the consolidated statements of operations and comprehensive loss. Changes in the estimated fair value of the Preferred Stock warrant liability were ($14.6) million and ($0.4) million for the years ended December 31, 2020 and 2019, respectively. In connection with the Reverse Recapitalization, all Clene Nanomedicine Preferred Stock was converted to the Company’s Common Stock and the Clene Nanomedicine Preferred Stock warrants were converted to warrants to purchase the Company’s Common Stock. The Company assessed the features of these warrants and determined that they qualify for classification as permanent equity. Accordingly, the Company remeasured the warrants to fair value upon the closing of the Reverse Recapitalization and reclassified the resulting warrant liability to additional paid-in capital (See Note 16).
Common Stock Warrants	*Common Stock Warrants* The Company accounts for common stock warrants as either equity instruments or liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), depending on the specific terms of the warrant agreement (See Note 10).
Revenue Recognition	*Revenue Recognition* Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. The Company recognizes as revenue the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied. The Company typically satisfies its performance obligations via delivery of dietary supplements to the customer. Payments are due upon receipt for commercial transactions or a prepayment is collected for online retail sales. The Company’s revenue for the year ended December 31, 2020 was comprised of sales of dietary supplements. The Company recorded deferred revenue of $0.1 million as of December 31, 2020 from the dietary supply agreement with the related party discussed in Note 20. The deferred revenue is expected to be recognized in the first half of 2021.
Grant Funding	*Grant Funding* The Company may submit applications to receive grant funding from governmental and non-governmental entities. Grant funding received that involves no conditions or continuing performance obligations of the Company is recognized upon receipt. Grant funding with conditions or obligations of the Company is recognized as the conditions or obligations are fulfilled. The Company has made an accounting policy election to record such unconditional grants, such as the Australian Research and Development Credit, as other income in the consolidated statements of operations and comprehensive loss. Income from grants is recognized in the period during which the related qualifying expenses are incurred, provided that the conditions under which the grants were provided have been met. The Company recognizes Australian Research and Development Credit in an amount equal to the qualifying expenses incurred in each period multiplied by the applicable reimbursement percentage. During the years ended December 31, 2020 and 2019, the Company recognized $3.2 million and $0.6 million, respectively, of Australian Research and Development Credit within other income (expense), net in the consolidated statement of operations and comprehensive loss. As of December 31, 2020 and 2019, the Company recorded $2.1 million and $0, respectively, of Australian Research and Development Credit receivable in prepaid expenses and other current assets on the consolidated balance sheets. Any amount received in advance of fulfilling such conditions or obligations is recorded in accrued liabilities in the consolidated balance sheets if the conditions or obligations are expected to be met within the next twelve months. As of December 31, 2020 and 2019, the Company recorded $0.3 million and $0.1 million, respectively, of Australian Research and Development Credit received in advance in accrued liabilities. Grant funding recognized on conditional grants is included as a reduction in research and development expenses in the consolidated statements of operations and comprehensive loss as the conditions are tied to the Company’s research and development efforts, and as the arrangement between the Company and the organizations are not part of the Company’s on-going, major, or central operations. During the years ended December 31, 2020 and 2019, the Company recorded $0.8 million and $0.1 million, respectively of grant funding as a reduction of research and development expenses.
Fair Value of Financial Instruments	*Fair Value of Financial Instruments* Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy: Level 1 — Inputs based upon quoted market prices for identical assets or liabilities in active markets at the measurement date. Level 2 — Observable inputs other than quoted market prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 — Inputs that are management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation. The Company reviews the fair value hierarchy classification as of the actual date of the event or change in circumstances that caused the transfer. There was a transfer to Level 1 from Level 3 as of December 31, 2020 for the Notes payable. See Note 16 for information on the Company’s assets and liabilities measured at fair value as of December 31, 2020 and 2019.
Foreign Currency Translation and Transactions	*Foreign Currency Translation and Transactions* The functional currency of the Company is the United States dollar. The Company’s Australian subsidiary determined its functional currency to be the Australian dollar. The Company uses the United States dollar as its reporting currency for the consolidated financial statements. The results of its non-U.S. dollar based functional currency operations are translated to U.S. dollars at the average exchange rates during the period. The Company’s assets and liabilities are translated using the current exchange rate as of the consolidated balance sheet date and shareholders’ equity is translated using historical rates. Adjustments resulting from the translation of the consolidated financial statements of the Company’s foreign functional currency subsidiaries into U.S. dollars are excluded from the determination of net loss and are accumulated in a separate component of shareholders’ equity. These foreign currency translation gains and losses are currently the only component of other comprehensive income. The Company also incurs foreign exchange transaction gains and losses for purchases denominated in foreign currencies. Foreign exchange transaction gains and losses are included in other income (expense) in the Company’s consolidated results of operations as incurred.
Comprehensive Loss	*Comprehensive Loss* Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. The Company’s only element of other comprehensive income (loss) in any period presented was translation of Australian dollar denominated balances of the Company’s Australian subsidiary to U.S. dollars for consolidation.
Net Loss Per Share Attributable to Common Shareholders	*Net Loss Per Share Attributable to Common Shareholders* The Company calculated basic and diluted net loss per share attributable to common shareholders in conformity with the two-class method required for companies with participating securities. The Company considered all series of redeemable convertible Preferred Stock to have been participating securities as the holders were entitled to receive non-cumulative dividends on a pari passu basis in the event that a dividend had been paid on common stock. See Note 19, Net Loss Per Share Attributable to Common Shareholders, for further details on the Company’s historical participating securities, including warrants to purchase redeemable convertible Preferred Stock and common stock. Under the two-class method, basic net loss per share attributable to common shareholders was calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. The net loss attributable to common shareholders was not allocated to the redeemable convertible Preferred Stock as the holders of redeemable convertible Preferred Stock did not have a contractual obligation to share in losses. Diluted net loss per share attributable to common shareholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, redeemable convertible Preferred Stock, stock options to purchase common stock, early exercised stock options, and warrants to purchase redeemable convertible Preferred Stock and common stock were considered common shares equivalents but had been excluded from the calculation of diluted net loss per share attributable to common shareholders as their effect was anti-dilutive. In periods in which the Company reports a net loss attributable to common shareholders, diluted net loss per share attributable to common shareholders is the same as basic net loss per share attributable to common shareholders, 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 shareholders during the years ended December 31, 2020 and 2019.
Segment Information	*Segment Information* The Company has determined that its chief executive officer is the chief operating decision maker (“CODM”). Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the CODM in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in two operating segments, the first being that of the development and commercialization of proprietary nanotechnology drug suspensions, and the second being the development and commercialization of dietary supplements (See Note 21).
Income Taxes	*Income Taxes* The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties.
Stock-Based Compensation	*Stock-Based Compensation* The Company accounts for stock-based compensation arrangements with employees using a fair value-based method for costs related to all share-based payments including stock options and restricted common stock. Stock-based compensation expense is recorded in research and development and general and administrative expenses based on the classification of the work performed by the grantees. Prior to the Reverse Recapitalization, there was not a public market for the shares of Clene Nanomedicine, Inc. common stock. The Company’s determination of the fair value of stock options on the date of grant utilized the Black-Scholes option-pricing model and was impacted by its common stock price, as determined by the Board of Directors with input from the Company’s management, as well as changes in assumptions regarding a number of subjective variables. These variables included, but were not limited to, the expected term that options remained outstanding, the expected common stock price volatility over the term of the option awards, risk-free interest rates, and expected dividends. The fair value was recognized over the period during which an optionee was required to provide services in exchange for the option award and service-based RSUs, known as the requisite service period (usually the vesting period), on a straight-line basis. For the RSUs with market conditions, the fair value is recognized over the period based on the expected milestone achievement dates as the derived service period (usually the vesting period), on a straight-line basis. For the RSUs with performance conditions, the grant date fair value of these awards is the market price on the applicable grant date, and compensation expense will be recognized when the conditions become probable of being satisfied. The Company will recognize a cumulative true-up adjustment once the conditions become probable of being satisfied as the related service period had been completed in a prior period. Stock-based compensation expense recognized at fair value included the impact of estimated forfeitures. The Company elected to account for forfeitures as they occurred, rather than estimating expected forfeitures. After the closing of the Reverse Recapitalization, the Company determined the fair value of each share of Common Stock underlying stock-based awards based on the closing price of the Company’s Common Stock as reported by Nasdaq on the date of grant. The fair value of the RSUs with market conditions are determined using a Monte Carlo valuation model. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
Research and Development	*Research and Development* Research and development costs are charged to expense as incurred. The Company accounts for nonrefundable advance payments for goods and services that will be used in future research and development activities as expenses when the goods have been received or when the service has been performed. Research and development expenses consist of costs incurred by the Company for the discovery and development of the Company’s product candidates. Research and development costs include, but are not limited to, payroll and personnel expenses including stock-based compensation, clinical trial supplies, fees for clinical trial services, consulting costs, and allocated overhead, including rent, equipment, and utilities.
Clinical Trial Accrual	*Clinical Trial Accrual* The Company’s clinical trial accrual process accounts for expenses resulting from obligations under contracts with CROs, consultants, and under clinical site agreements in connection with conducting clinical trials. Clinical trial costs are charged to research and development expense as incurred. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company reflects the appropriate clinical trial expense in the consolidated financial statements by matching the appropriate expenses with the period in which services and efforts are expended. In the event advance payments are made to a CRO, the payments will be recorded as a prepaid asset which will be amortized over the period of time the contracted services are performed. In addition to pass-through costs, the Company generally incurs costs in clinical trials in four distinct groups as follows: CRO Start-up — These costs include the initial set-up of the clinical trial and usually occurs within a few months after the contract has been executed and includes costs which are expensed ratably over the start-up period when such period is identifiable and expensed as incurred when no such period exists. Start-up phase activities include study initiation, site recruitment, regulatory applications, investigator meetings, screening, preparation, pre-study visits, and training. CRO Site and Study Management — These costs include medical and safety monitoring, and patient administration and data management. These costs are usually calculated on a per patient basis and expensed ratably over the treatment period beginning on the date that the patient enrolls. CRO Close Down and Reporting — These costs include analyzing the data obtained and reporting results, which occurs after patients have ceased treatment and the database of information collected is locked. These costs are expensed as incurred over the course of any close down and reporting period. Third Party Contracts — These costs include fees charged by third parties for various support services which are not provided by CROs and include such items as lab fees, data quality review costs, and fees incurred for investigational product monitoring and inventory control. These items are expensed ratably over any identifiable service period with the engaged third-party vendors. The CRO contracts generally include pass-through fees including, but not limited to, regulatory expenses, investigator fees, travel costs and other miscellaneous costs, including shipping and printing fees. The Company determines accrual estimates through reports from and discussion with applicable personnel and outside services providers as to the progress or state of completion of trials, or the services completed. The Company makes estimates of accrued expenses as of each balance sheet date in the consolidated financial statements based on the facts and circumstances known to the Company at that time.
Recently Adopted Accounting Pronouncements	*Recently Adopted Accounting Pronouncements* In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitating of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions in which the reference LIBOR or another reference rate is expected to be discontinued as a result of the Reference Rate Reform. This ASU is intended to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The new guidance was effective immediately, and through December 31, 2022. As a result of the Company having elected the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, ASU 2016-02 is effective for the Company for fiscal years beginning after December 15, 2020, and all interim periods thereafter. Early adoption is permitted. The Company early adopted this guidance on March 1, 2020. The adoption of this guidance did not have a material impact on its consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted	*Recent Accounting Pronouncements Not Yet Adopted* In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. The guidance is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the expected impact of the new guidance. In August 2018, the FASB issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. The new guidance provides for the deferral of implementation costs for cloud computing arrangements and expensing those costs over the term of the cloud services arrangement. The new guidance is effective for fiscal years beginning after December 15, 2020. The Company is currently evaluating the expected impact of the new guidance. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), which amends the existing guidance relating to the 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 GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. The new guidance is effective for fiscal years beginning after December 15, 2021. The Company does not expect that the adoption of this new guidance will have a material impact on its consolidated statements.

Prepaid expenses and other current assets (Tables)

12 Months Ended

Dec. 31, 2020

Schedule of prepaid expenses and other current assets

(in thousands)	2020		2019
Australia research and development credit receivable	$	2,148	$	-
CRO prepayments		1,211		413
Accounts receivable		21		-
Metals to be used in research and development		31		191
Other		112		57
	$	3,523	$	661

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

Schedule of property and equipment, net

(in thousands)	2020			2019
Lab equipment	$	3,077		$	2,707
Furniture and fixtures		147			162
Leasehold improvements		3,889			3,430
Construction in progress		490			410
		7,603			6,709
Less accumulated depreciation		(3,378	)		(2,390	)
Total property and equipment, net	$	4,225		$	4,319

Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2020

Schedule of accrued liabilities

(in thousands)	2020		2019
Accrued professional fees	$	189	$	1,826
Accrued compensation and benefits		1,225		817
Accrued CRO fees		788		95
Deferred grant funds		301		80
Accrued expense reimbursements		33		36
Accrued transaction costs		1,354		-
Other		70		24
	$	3,960	$	2,878

Leases (Tables)

12 Months Ended

Dec. 31, 2020

Disclosure Text Block [Abstract]

Schedule of noncancelable operating lease arrangements

(in thousands)	Finance Leases			Operating Leases
2021	$	165		$	376
2022		135			421
2023		82			433
2024		20			442
2025		-			454
Thereafter		-			530
Total undiscounted cash flows		403			2,656
Less amount representing interest/discounting		(8	)		(677	)
Present value of future lease payments		395			1,979
Less lease obligations, current portion		(190	)		(194	)
Lease obligations – long term portion	$	205		$	1,785

Schedule of finance lease obligations and included property and equipment

(in thousands)	2020			2019
Lab equipment	$	920		$	920
Furniture and fixtures		46			46
Work in process		228			228
Total		1,194			1,194
Less accumulated depreciation		(593	)		(418	)
Net	$	601		$	776

Schedule of finance and operating lease costs

(in thousands)	2020		2019
Finance lease costs:
Amortization	$	175	$	182
Interest on lease liabilities		37		29
Operating lease costs		293		325
Short-term lease costs		249		283
Variable lease costs		92		103
Total lease costs	$	846	$	922

Schedule of supplemental cash flow information

(in thousands)	2020			2019
Operating cash flows from operating leases	$	(635	)	$	(711	)
Operating cash flows from finance leases	$	(37	)	$	(29	)
Finance cash flows from finance leases	$	(194	)	$	(176	)

Preferred Stock Warrant Liability (Tables)

12 Months Ended

Dec. 31, 2020

Schedule fair value of the outstanding warrants

	Expiration	Exercise Price		Warrants
	Date	Per Share⁽¹⁾		Outstanding⁽¹⁾
Series C preferred stock warrants⁽²⁾	April 2023	$	1.9658	271,439
Series A preferred stock warrants	April 2023	$	1.9658	1,608,672

Common Stock Warrants (Tables)

12 Months Ended

Dec. 31, 2020

Common Stock Warrants Disclosure [Abstract]

Schedule of outstanding warrants to purchase shares of common stock

Date Exercisable

Number of

Shares Issuable

Exercise Price

Exercisable for

Classification

Expiration

June 2021

1,119,750

0.01

Common Stock

Equity

December 2021

December 2020

2,407,500

11.50

Common Stock

Equity

December 2025

December 2020

110,000

11.50

Common Stock

Equity

December 2025

December 2020

1,929,113

1.97

Common Stock

Equity

April 2023

Total

5,566,363

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of components of income (loss) before income taxes

	2020			2019
United States	$	(18,985	)	$	(13,812	)
Foreign		114			(2,343	)
Loss before provision for income taxes	$	(18,871	)	$	(16,155	)

Schedule of income tax expense (benefit)

Provision for income taxes:	2020		2019
Current tax expense:
Federal		-		-
State		-		-
Foreign		146		-
Total current tax expense (benefit)		146		-

Deferred tax expense:
Federal		-		-
State		-		-
Foreign		260		-
Total deferred tax expense (benefit)		260		-
Total income tax expense (benefit)		406		-

Schedule of income tax reconciliation

	2020			2019
Income tax expense (benefit) at federal statutory rate		(3,963	)		(3,393	)
State income taxes (net of federal benefit)		(917	)		(721	)
Warrant liability		3,069			-
Contingent consideration		(2,966	)		-
Research and development credits		(425	)		326
Other		242			1,205
Change in valuation allowance		5,366			2,583
Income tax expense (benefit)		406			-

Schedule of deferred tax assets and liabilities

	2020			2019
Deferred tax assets (liabilities):
Net operating loss carryforwards		17,958			13,502
Depreciation and amortization		1,810			1,814
Research & development credits		1,682			882
Lease liability		520			436
Right-of-use asset		(270	)		(48	)
Accrued interest		160			-
Non-qualified stock options		146			130
Accrued compensation		115			62
Other		(260	)		(23	)
Total		21,861			16,755
Less: valuation allowance		(22,121	)		(16,755	)
Net deferred tax assets (liabilities)		(260	)		-

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Schedule of stock-based compensation expense

(In thousands)	2020		2019
General and administrative	$	281	$	161
Research and development		480		238
Total stock-based compensation	$	761	$	399

Schedule of outstanding common stock options and related activity

Equity	Number of Options			Weighted Average Exercise Price Per Share		Weighted Average Remaining Term (Years)		Instrinsic Value
Outstanding - December 31, 2018		5,698,090		$	0.38		6.62	$	11,089
Granted		1,440,717			2.42		9.66		-
Exercised		(11,878	)		0.83		-		31
Forfeited		(248,757	)		1.44		-		-
Outstanding - December 31, 2019		6,878,172			0.83		6.36		18,105
Granted		270,555			5.48		5.32		-
Exercised		(83,232	)		0.94		-		740
Forfeited		(32,904	)		1.65		-		-
Outstanding - December 31, 2020		7,032,591		$	0.97		5.34	$	62,462

Options vested and exercisable - December 31, 2020		5,896,034		$	0.55		4.86	$	52,694

Options vested and exercisable - Stock options vested and expected to vest December 31, 2020		7,032,591		$	0.97		5.34	$	62,462

Schedule of fair value of these stock options awards granted

	2020	2019
Expected stock price volatility	75.00% - 119.30%	75.00%
Risk-free interest rate	0.39% - 0.53%	1.46%
Expected dividend yield	0%	0%
Expected term of options	6 years	6 years

Schedule of restricted common stock activity

	Number of RSUs		Weighted Average Grant Date Fair Value
Unvested balance as of December 31, 2019		-	$	-
Granted		1,507,062		10.30
Vested		-		-
Unvested balance as of December 31, 2020		1,507,062	$	10.30

Fair Value (Tables)

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of fair value hierarchy of liabilities measured at fair value on recurring basis

	Fair Value Measurements on a Recurring Basis December 31, 2020
	Level 1		Level 2		Level 3		Total
Notes payable	$	1,296	$	-	$	-	$	1,296
Clene Nanomedicine contingent earn-out		-		-		52,053		52,053
Initial Shareholders contingent earn-out		-		-		5,906		5,906

	Fair Value Measurements on a Recurring Basis December 31, 2019
		Level 1		Level 2		Level 3		Total
Redeemable convertible preferred stock warrant liability	$	-	$	-	$	3,213	$	3,213
Notes payable		-		-		640		640

Schedule of fair value of the initial contingent earn-out

	2020	2019
Expected stock price volatility	85.00%	N/A
Risk-free interest rate	0.40%	N/A
Expected term	5 years	N/A

Schedule of financial liability related to the notes payable, the derivative instrument, the Preferred Stock warrants, and the contingent earn-out measured at fair value

	Notes Payable		Derivative Instrument			Preferred Stock Warrants			Clene Nanomedicine Contingent Earn-out			Initial Shareholders Contingent Earn-out
Balance - December 31, 2018	$	-	$	-		$	4,518		$	-		$	-
Issuance of notes payable		600		-			-			-			-
Change in fair value		40		-			361			-			-
Exercise of Series C preferred stock warrants		-		-			(1,666	)		-			-
Balance - December 31, 2019		640		-			3,213			-			-
Issuance of convertible promissory notes		-		705			-			-			-
Initial fair value of instrument		-		-			-			64,712			7,371
Change in fair value		656		(29	)		14,615			(12,659	)		(1,465	)
Extinguishment of preferred stock warrant liability in connection with the conversion of redeemable convertible preferred stock		-		-			(17,828	)		-			-
Extinguishment of derivative liability in connection with extinguishment of the 2020 Convertible Notes (Note 12)		-		(676	)		-			-			-
Balance - December 31, 2020	$	1,296	$	-		$	-		$	52,053		$	5,906

Redeemable Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2020

Redeemable Convertible Preferred Stock Disclosure [Abstract]

Schedule of Preferred Stock

	December 31, 2019
	Preferred Shares Authorized		Preferred Shares Issued and Outstanding		Carrying Value		Liquidation Value		Common Stock Issuable Upon Conversion
Series A Preferred Stock		17,675,175		16,066,503	$	27,485	$	31,584		16,066,503
Series B Preferred Stock		4,168,815		4,168,815		16,582		16,999		4,168,815
Series C Preferred Stock		9,192,018		7,264,519		28,594		30,292		7,264,519
Total		31,036,008		27,499,837	$	72,661	$	78,875		27,499,837

Net Loss Per Share Attributable to Common Shareholders (Tables)

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

Schedule of basic and diluted net loss per share

	As of December 31,
	2020			2019
Numerator:
Net loss attributable to common shareholders	$	(19,277	)	$	(16,155	)

Denominator:
Weighted average shares outstanding		17,503,992			17,357,505

Net loss per share attributable to common shareholders, basic and diluted	$	(1.10	)	$	(0.93	)

Schedule of dilutive securities were excluded from the computation of diluted net loss per share

	As of December 31,
	2020		2019
Series C redeemable convertible preferred stock		-		7,264,519
Series B redeemable convertible preferred stock		-		4,168,815
Series A redeemable convertible preferred stock		-		16,066,503
Series C redeemable convertible preferred stock warrants		-		271,439
Series A redeemable convertible preferred stock warrants		-		1,608,672
Common stock warrants (see Note 10)		4,336,613		-
Options to purchase common stock		7,032,591		6,878,172
Chardan Unit Purchase Option to purchase common stock (see Note 1)		242,000		-
Chardan Unit Purchase Option Warrants (see Notes 1 and 10)		110,000		-
Earn-out shares (see Note 3 and 12)		9,096,185		-
Total		20,817,389		36,258,120

Geographic and Segment Information (Tables)

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

Schedule of property and equipment, net by location

	As of December 31,
	2020		2019
United States	$	3,997	$	3,908
Australia		228		411
Total property and equipment, net	$	4,225	$	4,319

Schedule of drugs and supplements segments

	As of December 31, 2020
	Drugs			Supplements		Total
Revenue from external customers	$	-		$	206	$	206
(Loss) Income from operations	$	(20,355	)	$	141	$	(20,214	)

	As of December 31, 2019
	Drugs			Supplements		Total
Revenue from external customers	$	-		$	-	$	-
Loss from operations	$	(16,332	)	$	-	$	(16,332	)

Schedule of property and equipment, net by segment

	As of December 31,
	2020		2019
Drugs	$	3,990	$	4,319
Supplements		235		—
Total property and equipment, net	$	4,225	$	4,319

Nature of the Business and Basis of Presentation (Details) $ / shares in Units, $ in Millions	1 Months Ended		12 Months Ended
	Dec. 28, 2020 USD ($) $ / shares shares	Aug. 31, 2018 $ / shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares
Nature of the Business and Basis of Presentation (Details) [Line Items]
Common stock par value \| $ / shares			$ 0.0001	$ 0.0001
Merger agreement percentage			5.00%
Number of shares aggregate			2,716,958
Net proceeds from the reverse recapitalization \| $			$ 3.7
Offering costs \| $			5.9
Warrants exercise price \| $ / shares	$ 0.01
Private placement shares issued	2,239,500
Net proceeds from equity issuance \| $	$ 22.2
Warrants purchase shares	1,119,750
Incurred net losses \| $			19.3	$ 16.2
Cash \| $			59.3
Accumulated deficit \| $			153.6
Net cash used in operating activities \| $			$ 18.9
Chardan [Member]
Nature of the Business and Basis of Presentation (Details) [Line Items]
Purchase option (in Units)		220,000
Purchase option (in Dollars per unit)		10.00
Purchase option \| $ / shares		$ 10.00
Warrants exercise price \| $ / shares		$ 11.50
LifeSci Capital LLC [Member]
Nature of the Business and Basis of Presentation (Details) [Line Items]
Advisory payment share			644,164
Clene Nanomedicine [Member]
Nature of the Business and Basis of Presentation (Details) [Line Items]
Ownership percentage			91.00%
Clene Nanomedicine [Member] \| Restricted Stock Units (RSUs) [Member]
Nature of the Business and Basis of Presentation (Details) [Line Items]
Stock issued			1,136,961
Common Stock [Member]
Nature of the Business and Basis of Presentation (Details) [Line Items]
Purchase option \| $ / shares	$ 10.00
Exchange Ratio [Member] \| Clene Nanomedicine [Member] \| Restricted Stock Units (RSUs) [Member]
Nature of the Business and Basis of Presentation (Details) [Line Items]
Ownership percentage			5.00%
Stock issued			370,101
Exchange Ratio [Member] \| Common Stock [Member]
Nature of the Business and Basis of Presentation (Details) [Line Items]
Newly issued share			0.1389
Exchange Ratio [Member] \| Common Stock [Member] \| Clene Nanomedicine [Member]
Nature of the Business and Basis of Presentation (Details) [Line Items]
Newly issued share			0.1320
Ownership percentage			95.00%
Stock issued			7,032,590

Summary of Significant Accounting Policies (Details)	12 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Summary of Significant Accounting Policies (Details) [Line Items]
Inventory in raw materials	$ 71,000
Finished goods	100,000	$ 28,000
Offering costs	5,900,000
Proposed public offering cost		1,000,000
Change in fair value of preferred stock warrant liability	14,615,000	361,000
Deferred revenue	100,000
Research and development expenses	$ 15,204,000	9,563,000
Number of operating segments	2
Preferred Stock Warrant [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Change in fair value of preferred stock warrant liability	$ 14,600,000	400,000
Grant Funding
Summary of Significant Accounting Policies (Details) [Line Items]
Research and development expenses	800,000	100,000
Research and Development Expense [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Other income and expenses	3,200,000	600,000
Prepaid expenses	2,100,000	0
Accrued liabilities	$ 300,000	100,000
Equipment [Member] \| Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Useful lives of asset	3 years
Equipment [Member] \| Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Useful lives of asset	5 years
Furniture and Fixtures [Member] \| Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Useful lives of asset	3 years
Furniture and Fixtures [Member] \| Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Useful lives of asset	7 years
Redeemable Preferred Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Convertible preferred stock value		$ 72,700,000

Reverse Recapitalization with Tottenham and Clene Nanomedicine (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Dec. 28, 2020	Dec. 31, 2020	Dec. 31, 2019
Reverse Recapitalization with Tottenham and Clene Nanomedicine (Details) [Line Items]
Issuance of common stock upon the Reverse Recapitalization		2,303,495
Earn out share		750,000
Acquired percentage		100.00%
Common stock, shares issued		54,339,012
Shares held in Escrow		2,716,958
Common stock, shares cancelled		32,904	248,757
Common stock, shares issued		59,526,171	17,357,505
Deferred underwriting fees (in Dollars)		$ 2.1
Underwriting fees (in Dollars)		$ 5.9
Investors purchased shares	2,239,500
Shares per share (in Dollars per share)	$ 10.00
Warrants shares	1,119,750
Exercise price (in Dollars per share)	$ 0.01
Net proceeds (in Dollars)	$ 22.2
Earn-out shares, description		(i) 375,000 shares of the Company’s Common Stock upon satisfaction of the requirements of Milestone 1; and (ii) another 375,000 shares of the Company’s Common Stock upon satisfaction of the requirements of Milestone 2. If Milestone 1 is not achieved but Milestone 2 is achieved, the Initial Shareholders shall receive a catch-up issuance equal to the shares granted upon satisfaction of the requirements of Milestone 1.
Clene Nanomedicine [Member]
Reverse Recapitalization with Tottenham and Clene Nanomedicine (Details) [Line Items]
Ownership percentage		91.00%
Earn-out shares, description		(i) 3,333,333 shares of the Company’s Common Stock if (A) the volume-weighted average price (“VWAP”) of the shares of the Company’s Common Stock equals or exceeds $15.00 (or any foreign currency equivalent) (the “Milestone 1 Price”) in any twenty trading days within a thirty trading day period within the three years following the closing of the Reverse Recapitalization on any securities exchange or securities market on which the shares of the Company’s Common Stock are then traded or (B) the change of control price equals or exceeds the Milestone 1 Price if a change of control transaction occurs within the three years following the closing of the Reverse Recapitalization (the requirements set forth in clause (A) and (B), “Milestone 1”); (ii) 2,500,000 shares of the Company’s Common Stock if (A) the VWAP of the shares of the Company’s Common Stock equals or exceeds $20.00 (or any foreign currency equivalent) (the “Milestone 2 Price”) in any twenty trading days within a thirty trading day period within the five years following the closing of the Reverse Recapitalization on any securities exchange or securities market on which the shares of the Company’s Common Stock are then traded or (B) the change of control price equals or exceeds the Milestone 2 Price if a change of control transaction occurs within the five years following the closing of the Reverse Recapitalization (the requirements set forth in clause (A) or (B), “Milestone 1”); and (iii) 2,500,000 shares of the Company’s Common Stock if Clene Nanomedicine completes a randomized placebo-controlled study for treatment of COVID-19 which results in a statistically significant finding of clinical efficacy within twelve months after the closing of the Reverse Recapitalization (“Milestone 3”). If Milestone 1 is not achieved but Milestone 2 is achieved, the Clene Nanomedicine stockholders will receive a catch-up issuance equal to the shares issued upon satisfaction of Milestone 1. Upon the consummation of the Reverse Recapitalization, the earn-out shares that certain Clene Nanomedicine stockholders are entitled to receive increased by 12,852 as a result of the exercise of stock options during November 2020. Therefore, the total Clene Nanomedicine earn-out shares has increased to 8,346,185 shares of the Company’s Common Stock.
Clene Nanomedicine [Member] \| Restricted Stock Units (RSUs) [Member]
Reverse Recapitalization with Tottenham and Clene Nanomedicine (Details) [Line Items]
Shares issued		1,136,961
LifeSci Capital LLC [Member]
Reverse Recapitalization with Tottenham and Clene Nanomedicine (Details) [Line Items]
Services letter agreement, description		(i) 3% of the amount by which the total transaction consideration exceeded $350 million, plus (ii) 7% of cash and cash-equivalents received by Clene Nanomedicine from the Tottenham’s trust account. Clene Nanomedicine could elect to pay LifeSci either in cash, equity interests of the surviving company, or a combination of the two. Upon the consummation of the Reverse Recapitalization, 644,164 shares of the Company’s Common Stock were issued to LifeSci as consideration for its services as pursuant to the letter agreement (see Note 18).
Tottenham [Member]
Reverse Recapitalization with Tottenham and Clene Nanomedicine (Details) [Line Items]
Ownership percentage		4.00%
PIPE Investors [Member]
Reverse Recapitalization with Tottenham and Clene Nanomedicine (Details) [Line Items]
Ownership percentage		4.00%
Exchange Ratio [Member] \| Clene Nanomedicine [Member] \| Restricted Stock Units (RSUs) [Member]
Reverse Recapitalization with Tottenham and Clene Nanomedicine (Details) [Line Items]
Shares issued		370,101
Ownership percentage		5.00%
Common Stock [Member]
Reverse Recapitalization with Tottenham and Clene Nanomedicine (Details) [Line Items]
Issuance of common stock upon the Reverse Recapitalization		2,303,495
Common stock, shares issued		5,566,363
Common Stock [Member] \| Clene Nanomedicine [Member]
Reverse Recapitalization with Tottenham and Clene Nanomedicine (Details) [Line Items]
Common stock, shares cancelled		53,286,115
Common Stock [Member] \| Exchange Ratio [Member]
Reverse Recapitalization with Tottenham and Clene Nanomedicine (Details) [Line Items]
Newly issued share		0.1389
Common Stock [Member] \| Exchange Ratio [Member] \| Clene Nanomedicine [Member]
Reverse Recapitalization with Tottenham and Clene Nanomedicine (Details) [Line Items]
Newly issued share		0.1320
Shares issued		7,032,590
Ownership percentage		95.00%

Prepaid expenses and other current assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Schedule of prepaid expenses and other current assets [Abstract]
Australia research and development credit receivable	$ 2,148
CRO prepayments	1,211	413
Accounts receivable	21
Metals to be used in research and development	31	191
Other	112	57
Total	$ 3,523	$ 661

Property and Equipment, Net (Details) - Property, Plant and Equipment [Member] - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Property and Equipment, Net (Details) [Line Items]
Depreciation expense	$ 1.0	$ 0.9
Research and development expense	0.9	0.8
General and administrative expense	$ 0.1	$ 0.1

Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of property and equipment, net [Abstract]
Lab equipment	$ 3,077	$ 2,707
Furniture and fixtures	147	162
Leasehold improvements	3,889	3,430
Construction in progress	490	410
Total property and equipment, gross	7,603	6,709
Less accumulated depreciation	(3,378)	(2,390)
Total property and equipment, net	$ 4,225	$ 4,319

Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Schedule of accrued liabilities [Abstract]
Accrued professional fees	$ 189	$ 1,826
Accrued compensation and benefits	1,225	817
Accrued CRO fees	788	95
Deferred grant funds	301	80
Accrued expense reimbursements	33	36
Accrued transaction costs	1,354
Other	70	24
Accrued liabilities	$ 3,960	$ 2,878

Leases (Details) - USD ($) $ in Thousands	1 Months Ended
Leases (Details) - USD ($) $ in Thousands	Apr. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Jan. 02, 2019
Disclosure Text Block [Abstract]
Operating lease right of use asset		$ 1,029	$ 1,081	$ 1,200
Operating lease liability	$ 300			1,700
Cumulative adjustment to accumulated deficit				$ 14
Remaining right-of-use asset	300
Recognized gain on operating lease	$ 51
Description of operating lease	the Company recorded the right-of-use asset value of $0.4 million, leasehold improvements of $0.4 million, and a lease liability of $0.8 million. The net effect of the change in leases being an increase in right-of-use assets of $56 thousand, an increase in leasehold improvements of $0.5 million, an increase in lease liability of $0.4 million, and a gain on termination of $51 thousand.
Finance lease obligations weighted-average interest rate		8.10%	8.10%
Finance lease weighted-average remaining term		2 years 255 days	3 years 255 days
Operating lease obligations weighted average interest rate		9.60%	9.60%
Operating lease weighted-average remaining term		6 years 109 days	6 years

Leases (Details) - Schedule of noncancelable operating lease arrangements $ in Thousands	Dec. 31, 2020 USD ($)
Finance Leases [Member]
Leases (Details) - Schedule of noncancelable operating lease arrangements [Line Items]
2021	$ 165
2022	135
2023	82
2024	20
2025
Thereafter
Total undiscounted cash flows	403
Less amount representing interest/discounting	(8)
Present value of future lease payments	395
Less lease obligations, current portion	(190)
Lease obligations – long term portion	205
Operating Leases [Member]
Leases (Details) - Schedule of noncancelable operating lease arrangements [Line Items]
2021	376
2022	421
2023	433
2024	442
2025	454
Thereafter	530
Total undiscounted cash flows	2,656
Less amount representing interest/discounting	(677)
Present value of future lease payments	1,979
Less lease obligations, current portion	(194)
Lease obligations – long term portion	$ 1,785

Leases (Details) - Schedule of finance lease obligations and included property and equipment - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Leases (Details) - Schedule of finance lease obligations and included property and equipment [Line Items]
Total	$ 1,194	$ 1,194
Less accumulated depreciation	(593)	(418)
Net	601	776
Lab equipment [Member]
Leases (Details) - Schedule of finance lease obligations and included property and equipment [Line Items]
Total	920	920
Furniture and fixtures [Member]
Leases (Details) - Schedule of finance lease obligations and included property and equipment [Line Items]
Total	46	46
Work in process [Member]
Leases (Details) - Schedule of finance lease obligations and included property and equipment [Line Items]
Total	$ 228	$ 228

Leases (Details) - Schedule of finance and operating lease costs - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Finance lease costs:
Amortization	$ 175	$ 182
Interest on lease liabilities	37	29
Operating lease costs	293	325
Short-term lease costs	249	283
Variable lease costs	92	103
Total lease costs	$ 846	$ 922

Leases (Details) - Schedule of supplemental cash flow information - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Schedule of supplemental cash flow information [Abstract]
Operating cash flows from operating leases	$ (635)	$ (711)
Operating cash flows from finance leases	(37)	(29)
Finance cash flows from finance leases	$ (194)	$ (176)

Notes Payable (Details) - USD ($) $ in Thousands	1 Months Ended			12 Months Ended
Notes Payable (Details) - USD ($) $ in Thousands	May 31, 2020	Apr. 30, 2019	Feb. 28, 2019	Dec. 31, 2020	Dec. 31, 2019	Jan. 11, 2021
2019 MD Loan [Member]
Notes Payable (Details) [Line Items]
Term loan			$ 500
Interest rate			8.00%
Outstanding due date			Feb. 22, 2034
Loan, description			The 2019 MD Loan establishes “Phantom Shares,” based on 119,906 shares of the Company’s common stock (based on 863,110 Series C Preferred Shares prior to the Reverse Recapitalization), determined at issuance.
Simple interest expense				$ 500	$ 34
Fair value of long-term notes payable				1,100	500
2019 Cecil Loan [Member]
Notes Payable (Details) [Line Items]
Term loan		$ 100
Interest rate		8.00%
Outstanding due date		Apr. 30, 2034
Loan, description		The 2019 Cecil Loan establishes “Phantom Shares,” based on 23,981 shares of the Company’s common stock (based on 172,622 Series C Preferred Shares prior to the Reverse Recapitalization), determined at issuance.
Simple interest expense				100	6
Fair value of long-term notes payable				$ 200	$ 100
PPP Note [Member]
Notes Payable (Details) [Line Items]
Note payable	$ 600
Percentage of loan amount used for payroll expenses	60.00%
Repayment period	5 years
Payroll expenses	$ 600
PPP Note [Member] \| Subsequent Event [Member]
Notes Payable (Details) [Line Items]
Long term note payable						$ 600

Preferred Stock Warrant Liability (Details) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Aug. 11, 2020	Apr. 08, 2013	Dec. 31, 2020	Dec. 31, 2019
Preferred Stock Warrant Liability (Details) [Line Items]
Recognized a loss			$ 14.6
Outstanding warrants				$ 3.2
Series A Preferred Stock [Member]
Preferred Stock Warrant Liability (Details) [Line Items]
Warrants expire		10 years
Exercise price		$ 1.97
Number of warrants				1,608,672
Series C Preferred Stock [Member]
Preferred Stock Warrant Liability (Details) [Line Items]
Warrants expire		10 years
Exercise price				$ 1.97
Number of warrants				271,439
Senior equity equal percentage		0.50%
Series D Preferred Stock [Member]
Preferred Stock Warrant Liability (Details) [Line Items]
Exercise price	$ 1.97
Number of warrants	320,441

Preferred Stock Warrant Liability (Details) - Schedule fair value of the outstanding warrants

12 Months Ended

Dec. 31, 2019

$ / shares

Series C preferred stock warrants [Member]

Preferred Units [Line Items]

Expiration Date

April 2023

^[1]

Exercise Price Per Share | $ / shares

$ 1.9658

^[1],[2]

Warrants Outstanding | shares

271,439

^[1],[2]

Series A preferred stock warrants [Member]

Preferred Units [Line Items]

Expiration Date

April 2023

Exercise Price Per Share | $ / shares

$ 1.9658

^[2]

Warrants Outstanding | shares

1,608,672

^[2]

[1]	As of December 31, 2019, the most senior equity preferred stock warrants were convertible into Series C Preferred Stock.
[2]	The exercise price per share and warrants outstanding, prior to the Reverse Recapitalization, have been retroactively restated as shares reflecting the Exchange Ratio established in the Reverse Recapitalization (See Note 1).

Common Stock Warrants (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended			3 Months Ended	12 Months Ended
	Dec. 28, 2020	Aug. 31, 2020	Aug. 31, 2018	Apr. 30, 2015	Dec. 31, 2020
Common Stock Warrants (Details) [Line Items]
Shares, issued	2,239,500
Common stock, net proceeds (in Dollars)	$ 22.2
Warrants, description	Investors in the PIPE offering also received warrants (“PIPE Warrants”) to purchase a number of shares equal to one-half (1/2) of the number of PIPE Shares, totaling 1,119,750 shares of the Company’s Common Stock, at an exercise price of $0.01 per share. Also, pursuant to the Subscription Agreement, the 1,119,750 PIPE Warrants are subject to a 180-day holding period. A holder of the PIPE Warrants may not exercise the PIPE Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s Common Stock outstanding immediately after giving effect to such exercise.
Converted shares					36,893,894
Warrants exercise price (in Dollars per share)	$ 0.01
Conversion of warrants into common stock					1,929,113
Converted price, per share (in Dollars per share)					$ 1.97
Chardan [Member]
Common Stock Warrants (Details) [Line Items]
Initial public offering purchase unit			220,000
Initial public offering price, per share (in Dollars per share)			$ 10.00
Ordinary price, per shares (in Dollars per share)			10.00
Warrants exercise price (in Dollars per share)			$ 11.50
Tottenham’s [Member]
Common Stock Warrants (Details) [Line Items]
Shares, issued					4,815,000
Warrant [Member]
Common Stock Warrants (Details) [Line Items]
Warrants, description					The Company may redeem those outstanding warrants, in whole and not in part, at a price of $0.01 per warrant if, and only if, the last sales price of the Company’s Common Stock equals or exceeds $16.50 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption.
Converted shares					2,407,500
Reverse Recapitalization and will expire years					5 years
Warrant Exercise Price (in Dollars per share)					$ 0.01
Series A Preferred Stock [Member]
Common Stock Warrants (Details) [Line Items]
Common stock, net proceeds (in Dollars)				$ 9.5
Initial public offering price, per share (in Dollars per share)				$ 1.9658
Preferred stock warrants, outstanding shares					1,929,113
Series D Preferred Stock [Member]
Common Stock Warrants (Details) [Line Items]
Common stock, net proceeds (in Dollars)		$ 35.1
Initial public offering price, per share (in Dollars per share)		$ 4.6018
Preferred stock warrants, outstanding shares					1,929,113

Common Stock Warrants (Details) - Schedule of outstanding warrants to purchase shares of common stock	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Class of Warrant or Right [Line Items]
Number of Shares Issuable	5,566,363
June 2021 [Member]
Class of Warrant or Right [Line Items]
Number of Shares Issuable	1,119,750
Exercise Price \| $ / shares	$ 0.01
Exercisable for	Common Stock
Classification	Equity
Expiration	December 2021
December 2020 [Member]
Class of Warrant or Right [Line Items]
Number of Shares Issuable	2,407,500
Exercise Price \| $ / shares	$ 11.50
Exercisable for	Common Stock
Classification	Equity
Expiration	December 2025
December 2020 One [Member]
Class of Warrant or Right [Line Items]
Number of Shares Issuable	110,000
Exercise Price \| $ / shares	$ 11.50
Exercisable for	Common Stock
Classification	Equity
Expiration	December 2025
December 2020 Two [Member]
Class of Warrant or Right [Line Items]
Number of Shares Issuable	1,929,113
Exercise Price \| $ / shares	$ 1.97
Exercisable for	Common Stock
Classification	Equity
Expiration	April 2023

Convertible Notes (Details) - 2020 Convertible Notes [Member] - USD ($) $ / shares in Units, $ in Millions		6 Months Ended	12 Months Ended
	Aug. 11, 2020	Jul. 31, 2020	Dec. 31, 2020
Convertible Notes (Details) [Line Items]
Convertible notes payable		$ 6.1
Annual debt interest		5.00%
Description of convertible notes		The 2020 Convertible Notes were convertible at the earlier of (i) one year, at which point the notes would be convertible into Series C preferred shares at the Series C preferred share issuance price, and (ii) next equity financing of no less than $10.0 million, at which point the notes would be convertible into shares issued in the next equity financing at 90% of the per share issuance price of the next equity financing. The 2020 Convertible Notes contained redemption features that met the requirements for separate accounting and were accounted for as a single derivative instrument. Accordingly, the 2020 derivative instrument of $0.7 million was recorded at fair value at inception as redeemable convertible preferred stock derivative liability in the consolidated balance sheets (see Note 12).	The loss on extinguishment was calculated as the difference between (i) the fair value of the 1,497,135 shares of Series D Preferred Stock issued to settle the 2020 Convertible Notes of $6.9 million and (ii) the carrying value of the 2020 Convertible Notes, including the principal balance of the 2020 Convertible Notes of $6.1 million and accrued but unpaid interest of $76 thousand, net of the unamortized debt discount of $5.7 million, plus the then-current fair value of derivative liability associated with the 2020 Convertible Notes at the time of the extinguishment of $0.7 million.
Interest expense			$ 0.2
Amortization of debt discount			0.2
Loss on extinguishment of debt			0.5
Unamortized discount			$ 0.5
Series D Preferred Stock [Member]
Convertible Notes (Details) [Line Items]
Stock issued	$ 6.9
Convertible shares (in Shares)	1,497,135
Percentage of stock	90.00%
Convertible per share (in Dollars per share)	$ 4.60

Derivative Instruments (Details) $ in Thousands	12 Months Ended
Derivative Instruments (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Issuance of derivative instrument	$ 700
Derivative instruments of comprehensive loss	(29)
Contingent earn-out liability fair value	72,100
Carrying value contingent earn-out	58,000
Gain in fair value of contingent	$ 14,100

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Income Taxes (Details) [Line Items]
Income tax U.S. federal statutory rate	21.00%	21.00%
Effective tax rate	(2.15%)	0.00%
Deferred tax liability and expense		$ 300
Net operating loss	$ (20,214)	(16,332)
Term of research and development credit expiration	Additionally, the Company has approximately $1.7 million of research and development (R&D) credit carryforwards that will begin to expire after 2034 if not utilized.
Research and development credit carryforwards	$ 1,682	$ 882
Federal [Member]
Income Taxes (Details) [Line Items]
Net operating loss	(72,200)
Operating loss carryforwards	$ 38,800
Percentage of taxable income limit	80.00%
Term of operating loss expiration	The remaining balance of $33.4 million will begin to expire after 2034.
Remaining balance of operating loss	$ 33,400
Research and development credit carryforwards	1,700
State [Member]
Income Taxes (Details) [Line Items]
Net operating loss	(59,800)
Operating loss carryforwards	$ 39,400
Percentage of taxable income limit	80.00%
Remaining balance of operating loss	$ 20,400

Income Taxes (Details) - Schedule of components of income (loss) before income taxes - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of components of income (loss) before income taxes [Abstract]
United States	$ (18,985)	$ (13,812)
Foreign	114	(2,343)
Loss before provision for income taxes	$ (18,871)	$ (16,155)

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Income Taxes (Details) - Schedule of income tax expense (benefit) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Current tax expense:
Federal
State
Foreign	146
Total current tax expense (benefit)	146
Deferred tax expense:
Federal
State
Foreign	260
Total deferred tax expense (benefit)	260
Total income tax expense (benefit)	$ 406

Income Taxes (Details) - Schedule of income tax reconciliation - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of income tax reconciliation [Abstract]
Income tax expense (benefit) at federal statutory rate	$ (3,963)	$ (3,393)
State income taxes (net of federal benefit)	(917)	(721)
Warrant liability	3,069
Contingent consideration	(2,966)
Research and development credits	(425)	326
Other	242	1,205
Change in valuation allowance	5,366	2,583
Income tax expense (benefit)	$ 406

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

Redeemable Convertible Preferred Stock (Details) [Line Items]

Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets (liabilities):
Net operating loss carryforwards	$ 17,958	$ 13,502
Depreciation and amortization	1,810	1,814
Research & development credits	1,682	882
Lease liability	520	436
Right-of-use asset	(270)	(48)
Accrued interest	160
Non-qualified stock options	146	130
Accrued compensation	115	62
Other	(260)	(23)
Total	21,861	16,755
Less: valuation allowance	(22,121)	(16,755)
Net deferred tax assets (liabilities)	$ (260)

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	Dec. 31, 2020	Dec. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Stock-Based Compensation (Details) [Line Items]
Stock options, granted			270,555	1,440,717
Stock-based compensation (in Dollars)			$ 761	$ 399
Unrecognized stock-based compensation (in Dollars)			$ 2,400
Fair value of options granted (in Dollars per share)			$ 2.3923	$ 1.5806
Weighted average period			2 years 14 days
2020 Stock Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Shares authorized	12,000,000		12,000,000
Shares available to be issued	12,000,000		12,000,000
Minimum fair market value of option grant, description			The exercise prices, vesting periods and other restrictions are determined at the discretion of the Company’s Board of Directors, except that the exercise price per share of options may not be less than 100% of the fair market value of the Common Stock on the date of grant.
Expiration term	10 years
2014 Stock Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Expiration term			10 years
Stock option outstanding (pre-conversion)	53,286,115		53,286,115
Stock option outstanding (post-conversion)			7,032,590
Stock options, granted			270,555	1,440,717
Shares authorized				6,720,065
Shares available for grant				388,283
Stock-based compensation (in Dollars)			$ 800	$ 400
Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation (Details) [Line Items]
Shares granted	1,507,062		1,507,062
Shares for future grants			10,492,938
Stock options, granted			1,507,062
Restricted stock units shares,description		the Company granted the following shares of restricted common stock under the 2020 Stock Plan: ● 370,101 shares to various employees and non-employee directors, which vest on June 30, 2021, subject to the employee’s continuous employment through such vesting date. The award represents 5% of the converted stock options under 2014 Stock Plan as a result of the Reverse Recapitalization and complements the 5% closing payment shares held in escrow for Clene Nanomedicine common shareholders (as described in Note 1). The grant-date fair value of these awards was $4.0 million. ● 454,781 shares to various employees and non-employee directors, which were eligible to vest based on certain market conditions, subject to the employee’s continuous employment through such vesting date. The award complements the Milestone 1 earn-out share entitlement of Clene Nanomedicine shareholders and vests based on the same market condition (as described in Note 3). The grant-date fair value of these awards, using a Monte Carlo simulation, was $4.3 million. Based on the outcome of the market condition as of the December 31, 2020 measurement date, no shares were vested. ● 341,090 shares to various employees and non-employee directors, which were eligible to vest based on certain market conditions, subject to the employee’s continuous employment through such vesting date. The award complements the Milestone 2 earn-out share entitlement of Clene Nanomedicine. shareholders and vests based on the same market condition (as described in Note 3). The grant-date fair value of these awards, using a Monte Carlo simulation, was $3.5 million. Based on the outcome of the market condition as of the December 31, 2020 measurement date, no shares were vested. ● 341,090 shares to various employees and non-employee directors, which were eligible vest based on certain performance conditions tied to the completion of the COVID-19 coronavirus treatment study, subject to the employee’s continuous employment through such vesting date. The award complements the Milestone 3 earn-out share entitlement of Clene Nanomedicine shareholders and vests based on the same performance condition (as described in Note 3). The grant-date fair value of these awards was $3.7 million based on a weighted average grant date fair value of $10.82 per share. The Company did not recognize compensation expense because the occurrence of achieving this milestone was not probable. As of the December 31, 2020 measurement date, no shares were vested.
Expected stock price volatility			85.00%
Risk-free interest rate			0.40%
Expected term			5 years
Weighted average grant-date fair value of RSUs granted (in Dollars per share)			$ 10.3034	$ 0
Unrecognized compensation cost (in Dollars)	$ 15,500		$ 15,500
Weighted average period for recognition of unrecognized compensation cost			8 months

Stock-Based Compensation (Details) - Schedule of stock-based compensation expense - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense [Line Items]
Total stock-based compensation	$ 761	$ 399
General and administrative [Member]
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense [Line Items]
Total stock-based compensation	281	161
Research and development [Member]
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense [Line Items]
Total stock-based compensation	$ 480	$ 238

Stock-Based Compensation (Details) - Schedule of outstanding common stock options and related activity - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Dec. 31, 2018	Dec. 31, 2020	Dec. 31, 2019
Schedule of outstanding common stock options and related activity [Abstract]
Number of Options, Outstanding - beginning	5,698,090	6,878,172
Weighted Average Exercise Price Per Share, Outstanding - beginning	$ 0.38	$ 0.83
Weighted Average Remaining Term (Years), Outstanding - beginning	6 years 226 days
Instrinsic Value, Outstanding - beginning	$ 11,089	$ 18,105
Number of Options, Outstanding - ending		7,032,591	6,878,172
Weighted Average Exercise Price Per Share, Outstanding - ending		$ 0.97	$ 0.83
Weighted Average Remaining Term (Years), Outstanding - ending		5 years 124 days	6 years 131 days
Instrinsic Value, Outstanding - ending		$ 62,462	$ 18,105
Number of Options, Options vested and exercisable ending		5,896,034
Weighted Average Exercise Price Per Share, Options vested and exercisable ending		$ 0.55
Weighted Average Remaining Term (Years), Options vested and exercisable ending		4 years 313 days
Instrinsic Value, Options vested and exercisable ending		$ 52,694
Number of Options, Options vested and exercisable - Stock options vested and expected to vest ending		7,032,591
Weighted Average Exercise Price Per Share, Options vested and exercisable - Stock options vested and expected to vest ending		$ 0.97
Weighted Average Remaining Term (Years), Options vested and exercisable - Stock options vested and expected to vest ending		5 years 124 days
Instrinsic Value, Options vested and exercisable - Stock options vested and expected to vest ending		$ 62,462
Number of Options, Granted		270,555	1,440,717
Weighted Average Exercise Price Per Share, Granted		$ 5.48	$ 2.42
Weighted Average Remaining Term (Years), Granted		5 years 116 days	9 years 240 days
Instrinsic Value, Granted
Number of Options, Exercised		(83,232)	(11,878)
Weighted Average Exercise Price Per Share, Exercised		$ 0.94	$ 0.83
Weighted Average Remaining Term (Years), Exercised
Instrinsic Value, Exercised		$ 740	$ 31
Number of Options, Forfeited		(32,904)	(248,757)
Weighted Average Exercise Price Per Share, Forfeited		$ 1.65	$ 1.44
Weighted Average Remaining Term (Years) Forfeited
Instrinsic Value, Forfeited

Stock-Based Compensation (Details) - Schedule of fair value of these stock options awards granted - Equity Option [Member]	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of assumptions used to calculate the fair value of stock option awards granted [Line Item]
Expected stock price volatility		75.00%
Risk-free interest rate		1.46%
Expected dividend yield	0.00%	0.00%
Expected term of options	6 years	6 years
Minimum [Member]
Schedule of assumptions used to calculate the fair value of stock option awards granted [Line Item]
Expected stock price volatility	75.00%
Risk-free interest rate	0.39%
Maximum [Member]
Schedule of assumptions used to calculate the fair value of stock option awards granted [Line Item]
Expected stock price volatility	119.30%
Risk-free interest rate	0.53%

Stock-Based Compensation (Details) - Schedule of restricted common stock activity - Restricted Stock Units (RSUs) [Member]	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Stock-Based Compensation (Details) - Schedule of restricted common stock activity [Line Items]
Beginning balance, Number of RSUs, Unvested balance \| shares
Beginning balance, Weighted Average Grant Date Fair Value, Unvested balance \| $ / shares
Number of RSUs, Granted \| shares	1,507,062
Weighted Average Grant Date Fair Value, Granted \| $ / shares	$ 10.30
Number of RSUs, Vested \| shares
Weighted Average Grant Date Fair Value, Vested \| $ / shares
Number of RSUs, Unvested balance \| shares	1,507,062
Weighted Average Grant Date Fair Value, Unvested balance \| $ / shares	$ 10.30

Fair Value (Details) - $ / shares		12 Months Ended
Fair Value (Details) - $ / shares	Dec. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Fair Value (Details) [Line Items]
Notes payable based on closing price		$ 9.01
Warrants to purchase preferred stock, description	Significant unobservable inputs at December 30, 2020 were the fair value of Series D Preferred Stock warrants of $10.82 per share, the fair value of Series A Preferred Stock warrants of $10.82 per share, expected term of 2.3 years, expected volatility of Series D Preferred Stock warrants of 101%, and expected volatility of Series A Preferred Stock warrants of 101%.		Significant unobservable inputs at December 31, 2019 were the fair value of Series C Preferred Stock warrants of $4.1699 per share, the fair value of Series A Preferred Stock warrants of $3.1046 per share, expected term of 2 years, expected volatility of Series C Preferred Stock warrants of 49%, and expected volatility of Series A Preferred Stock warrants of 71%.
Contingent earn-out, description		Pursuant to the Merger Agreement, Clene Nanomedicine’s common shareholders immediately prior to the Reverse Recapitalization and Initial Shareholders of Totttenham were entitled to receive additional shares of up to 8,333,333 shares and 750,000 shares of the Company’s Common Stock, respectively, upon the Company achieving certain milestones described in Note 3. Upon the consummation of the Reverse Recapitalization, Clene Nanomedicine and the Initial Shareholders are entitled to receive additional shares up to 8,346,185 shares as a result of the exercise of the stock options in November 2020, and 750,000 shares of the Company’s Common Stock
Series C Preferred Stock [Member]
Fair Value (Details) [Line Items]
Unobservable inputs fair value			$ 4.1699

Fair Value (Details) - Schedule of fair value hierarchy of liabilities measured at fair value on recurring basis - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Fair Value (Details) - Schedule of fair value hierarchy of liabilities measured at fair value on recurring basis [Line Items]
Notes payable	$ 1,296	$ 640
Clene Nanomedicine contingent earn-out	52,053
Initial Shareholders contingent earn-out	5,906
Redeemable convertible preferred stock warrant liability		3,213
Level 1 [Member]
Fair Value (Details) - Schedule of fair value hierarchy of liabilities measured at fair value on recurring basis [Line Items]
Notes payable	1,296
Clene Nanomedicine contingent earn-out
Initial Shareholders contingent earn-out
Redeemable convertible preferred stock warrant liability
Level 2 [Member]
Fair Value (Details) - Schedule of fair value hierarchy of liabilities measured at fair value on recurring basis [Line Items]
Notes payable
Clene Nanomedicine contingent earn-out
Initial Shareholders contingent earn-out
Redeemable convertible preferred stock warrant liability
Level 3 [Member]
Fair Value (Details) - Schedule of fair value hierarchy of liabilities measured at fair value on recurring basis [Line Items]
Notes payable		640
Clene Nanomedicine contingent earn-out	52,053
Initial Shareholders contingent earn-out	$ 5,906
Redeemable convertible preferred stock warrant liability		$ 3,213

Fair Value (Details) - Schedule of fair value of the initial contingent earn-out - Contingent earn-out [Member]	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition, Contingent Consideration [Line Items]
Expected stock price volatility	85.00%
Risk-free interest rate	0.40%
Expected term	5 years

Fair Value (Details) - Schedule of financial liability related to the notes payable, the derivative instrument, the Preferred Stock warrants, and the contingent earn-out measured at fair value - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Notes Payable [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ 640
Issuance of convertible promissory notes
Initial fair value of instrument
Extinguishment of preferred stock warrant liability in connection with the conversion of redeemable convertible preferred stock
Extinguishment of derivative liability in connection with extinguishment of the 2020 Convertible Notes (Note 12)
Issuance of notes payable		600
Change in fair value	656	40
Exercise of Series C preferred stock warrants
Ending Balance	1,296	640
Derivative Instrument [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance
Issuance of convertible promissory notes	705
Initial fair value of instrument
Extinguishment of preferred stock warrant liability in connection with the conversion of redeemable convertible preferred stock
Extinguishment of derivative liability in connection with extinguishment of the 2020 Convertible Notes (Note 12)	(676)
Issuance of notes payable
Change in fair value	(29)
Exercise of Series C preferred stock warrants
Ending Balance
Preferred Stock Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	3,213	4,518
Issuance of convertible promissory notes
Initial fair value of instrument
Extinguishment of preferred stock warrant liability in connection with the conversion of redeemable convertible preferred stock	(17,828)
Extinguishment of derivative liability in connection with extinguishment of the 2020 Convertible Notes (Note 12)
Issuance of notes payable
Change in fair value	14,615	361
Exercise of Series C preferred stock warrants		(1,666)
Ending Balance		3,213
Contingent Earn-out [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance
Issuance of convertible promissory notes
Initial fair value of instrument	64,712
Extinguishment of preferred stock warrant liability in connection with the conversion of redeemable convertible preferred stock
Extinguishment of derivative liability in connection with extinguishment of the 2020 Convertible Notes (Note 12)
Issuance of notes payable
Change in fair value	(12,659)
Exercise of Series C preferred stock warrants
Ending Balance	52,053
Initial Shareholders Contingent Earn-out [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance
Issuance of convertible promissory notes
Initial fair value of instrument	7,371
Extinguishment of preferred stock warrant liability in connection with the conversion of redeemable convertible preferred stock
Extinguishment of derivative liability in connection with extinguishment of the 2020 Convertible Notes (Note 12)
Issuance of notes payable
Change in fair value	(1,465)
Exercise of Series C preferred stock warrants
Ending Balance	$ 5,906

Redeemable Convertible Preferred Stock (Details) - USD ($)
$ / shares in Units, $ in Thousands

1 Months Ended

3 Months Ended

5 Months Ended

12 Months Ended

Dec. 28, 2020

Aug. 31, 2020

Dec. 31, 2016

Oct. 31, 2018

Apr. 30, 2015

Jul. 31, 2019

Dec. 31, 2020

Dec. 31, 2019

Additional paid-in capital

$ 22,200

^[1]

$ 153,571

$ 1,754

Aggregate of converted shares (in Shares)

36,893,894

Shares conversion basis

” In connection with the closing of the Reverse Recapitalization, the Preferred Stock converted into 36,893,894 shares of Common Stock on a 1:0.1389 basis (see Note 1).

Conversion rights, description

Each share of Series A, Series B, Series C, and Series D Preferred Stock shall automatically be converted into shares of common stock upon the earlier of (i) the closing of the sale of common stock in an underwritten public offering pursuant to a registration statement under the Securities Act of 1933, the public offering price of which is not less than $30.0 million in the aggregate, (ii) the date, or the occurrence of an event, specified by vote or written consent, or agreement of the holders of a majority of the then outstanding shares of Preferred Stock (voting together as a single class and not as separate series and on an as-converted basis), or (iii) a closing of a merger with a publicly-traded entity that has no operations other than searching for an operating company with which to merge (a “SPAC”) at a value per share in accordance with the restated certification incorporation, resulting in at least $30.0 million of proceeds to the Company (including any cash acquired in the merger with the SPAC).

Series A Preferred Stock [Member]

Redeemable Convertible Preferred Stock (Details) [Line Items]

16,066,503

$ 1.9658

Conversion of secured promissory notes

$ 9,500

$ 18,000

Series B Preferred Stock [Member]

$ 1.9658

Redeemable Convertible Preferred Stock (Details) [Line Items]

4,168,815

$ 4.0778

Cash consideration received

$ 16,600

Issuance costs

400

16,600

Additional paid-in capital

$ 3,400

Series C Preferred Stock [Member]

4.0778

Redeemable Convertible Preferred Stock (Details) [Line Items]

3,849,011

1,935,111

$ 4.1699

Shares issued upon conversion of convertible promissory note (in Shares)

$ 15,900

$ 8,100

Issuance costs

200

Warrants issued

$ 1,500

1,080,707

Warrants shares in exercise (in Shares)

399,690

Series C Preferred Stock [Member] | Investor [Member]

4.1699

Redeemable Convertible Preferred Stock (Details) [Line Items]

Series D Preferred Stock [Member]

4,929,718

2,334,801

Redeemable Convertible Preferred Stock (Details) [Line Items]

7,896,922

$ 4.6018

Aggregate of converted Amount

$ 35,100

Issuance costs

1,300

$ 6,900

Series D Preferred Stock [Member] | Convertible Notes Payable [Member]

$ 4.6018

Redeemable Convertible Preferred Stock (Details) [Line Items]

Aggregate of converted shares (in Shares)

1,497,135

Series D Preferred Stock [Member] | Investor [Member]

Redeemable Convertible Preferred Stock (Details) [Line Items]

9,394,057

[1]	Retroactively restated for the reverse recapitalization as described in Note 1

Redeemable Convertible Preferred Stock (Details) - Schedule of Preferred Stock - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2019

Dec. 31, 2020

Preferred Shares Issued and Outstanding (in Shares)

31,036,008

27,499,837

$ 78,875

$ 0

27,499,837

Series A Preferred Stock [Member]

^[1]

$ 72,661

Preferred Shares Issued and Outstanding (in Shares)

17,675,175

16,066,503

$ 31,584

16,066,503

Series B Preferred Stock [Member]

$ 27,485

Preferred Shares Issued and Outstanding (in Shares)

4,168,815

4,168,815

$ 16,999

4,168,815

Series C Preferred Stock [Member]

$ 16,582

Preferred Shares Issued and Outstanding (in Shares)

9,192,018

7,264,519

$ 30,292

7,264,519

Net loss attributable to common shareholders

$ 28,594

[1]	Retroactively restated for the reverse recapitalization as described in Note 1

Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Dec. 28, 2020	Dec. 31, 2020	Dec. 31, 2019
Stockholders' Equity Note [Abstract]
Common stock, shares authorized		100,000,000	100,000,000
Common share, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, shares authorized		1,000,000
Preferred stock par value (in Dollars per share)		$ 0.0001
Issuance of common stock upon the reverse recapitalization		2,303,495
Recapitalization share		644,164
Investors purchased shares	2,239,500
Shares price (in Dollars per share)	$ 10.00
Warrants purchase shares	1,119,750
Warrants exercise price (in Dollars per share)	$ 0.01
Net proceeds (in Dollars)	$ 22.2
Common stock, shares outstanding		59,526,171	17,357,505
Common stock, shares issued		59,526,171	17,357,505

Net Loss Per Share Attributable to Common Shareholders (Details)	12 Months Ended
	Dec. 31, 2020 shares
Earnings Per Share [Abstract]
Number of shares issuable on exercise of PIPE warrants	1,119,750
Purchase option to common stock	242,000
Purchase of warrants	110,000

Net Loss Per Share Attributable to Common Shareholders (Details) - Schedule of basic and diluted net loss per share - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

Numerator:

$ (19,277)

$ (16,155)

Denominator:

Weighted average shares outstanding

^[1]

17,503,992

17,357,505

Net loss per share attributable to common shareholders, basic and diluted

^[1]

$ (1.10)

$ (0.93)

[1]	Retroactively restated for the reverse recapitalization as described in Note 1

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Net Loss Per Share Attributable to Common Shareholders (Details) - Schedule of dilutive securities were excluded from the computation of diluted net loss per share - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of dilutive securities were excluded from the computation of diluted net loss per share [Abstract]
Series C redeemable convertible preferred stock		7,264,519
Series B redeemable convertible preferred stock		4,168,815
Series A redeemable convertible preferred stock		16,066,503
Series C redeemable convertible preferred stock warrants		271,439
Series A redeemable convertible preferred stock warrants		1,608,672
Common stock warrants (see Note 10)	4,336,613
Options to purchase common stock	7,032,591	6,878,172
Chardan Unit Purchase Option to purchase common stock (see Note 1)	242,000
Chardan Unit Purchase Option Warrants (see Notes 1 and 10)	110,000
Earn-out shares (see Note 3 and 12)	9,096,185
Total	20,817,389	36,258,120

Related Party Transactions (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Aug. 31, 2018	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Related party transaction, description	Under the terms of this agreement, the Company granted the investor an exclusive license to pursue development of dietary supplements using certain of the Company’s intellectual property (IP). The exclusive rights to the IP will be for a term of 5 years from the commencement of sales of licensed product by the investor, with a deemed commencement date of January 1, 2023 if sales have not yet commenced, and is subject to annual minimum sales. The agreement may be renewed for additional 5-year terms. If the investor fails to meet the annual minimum sales requirements, the investor may pay an additional fee to maintain exclusivity or have the investor’s license converted to non-exclusive rights. As part of this agreement, the Company will provide non-pharmaceutical product to the investor for development efforts and potential future production, and the investor is to pay royalties of 3% of incremental sales, as defined in the agreement. As of December 31, 2020, the Company had sold $70 thousand of product under this agreement, as well as $62 thousand of product not under this agreement, and received $0.1 million in advance to be applied against future sales of product under this agreement.
Commercial sales		$ 30
Board of Directors [Member]
Related Party Transactions (Details) [Line Items]
Accounts payable		$ 100

A description of the related party transaction, including transactions to which no amounts or nominal amounts were ascribed and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements. Examples of common related party transactions are, sales, purchases and transfers of realty and personal property, services received or furnished, loans and leases to and from top management and affiliates.

Geographic and Segment Information (Details) - Schedule of property and equipment, net by location - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Geographic and Segment Information (Details) - Schedule of property and equipment, net by location [Line Items]
Total property and equipment, net	$ 4,225	$ 4,319
United States [Member]
Geographic and Segment Information (Details) - Schedule of property and equipment, net by location [Line Items]
Total property and equipment, net	3,997	3,908
Australia [Member]
Geographic and Segment Information (Details) - Schedule of property and equipment, net by location [Line Items]
Total property and equipment, net	$ 228	$ 411

Geographic and Segment Information (Details) - Schedule of drugs and supplements segments - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Geographic and Segment Information (Details) - Schedule of drugs and supplements segments [Line Items]
Revenue from external customers	$ 206
(Loss) Income from operations	(20,214)	(16,332)
Drugs [Member]
Geographic and Segment Information (Details) - Schedule of drugs and supplements segments [Line Items]
Revenue from external customers
(Loss) Income from operations	(20,355)	(16,332)
Supplements [Member]
Geographic and Segment Information (Details) - Schedule of drugs and supplements segments [Line Items]
Revenue from external customers	206
(Loss) Income from operations	$ 141

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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