Subsequent Events	3 Months Ended
Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	11. SUBSEQUENT EVENTS Subsequent to March 31, 2023, the Company sold an aggregate of 456,886 shares of common stock under its ATM facility at an average gross sale price of $0.7912 per share, resulting in gross proceeds of $0.4 million. Proceeds, net of $14 thousand in fees and offering costs, were $0.3 million. On April 12, 2023, the Company issued 585,306 shares of common stock due to the exercise of the Pre-Funded Warrants. On May 12, 2023, the Company entered into the Third Amendment to the SWK Credit Agreement. In addition to other provisions, the Third Amendment provides for (i) a temporary reduction in the minimum amount of unencumbered liquid assets required to be maintained by the Company pursuant to the SWK Credit Agreement as amended through the Third Amendment (i.e., the Current SWK Credit Agreement), from $3.0 million to $1.75 million through May 30, 2023, and at the discretion of SWK a possible further temporary reduction to $1.25 million from May 31, 2023 through June 30, 2023, with such minimum required amount returning following the period(s) of any such temporary reduction(s) to $3.0 million (or, if less, the outstanding principal amount of the SWK Loans) until the SWK Loans are repaid, (ii) the Company’s ability to forego a $0.6 million amortization payment otherwise due under the Current SWK Credit Agreement on May 15, 2023, and at the discretion of SWK a second $0.6 million amortization payment otherwise due on June 15, 2023, and (iii) the Company’s ability to defer until July 15, 2023 half of the $0.5 million quarterly interest payment otherwise due under the Current SWK Credit Agreement on May 15, 2023. The SWK Loans made under the Current SWK Credit Agreement bear interest at an annual rate of the sum of (i) 3-month SOFR, subject to a 1% floor, plus (ii) a margin of 11%, with such interest payable quarterly in arrears. In the event of default, the interest rate will increase by 3% per annum over the contract rate effective at the time of default but shall not be higher than the maximum rate permitted to be charged by applicable laws. Due to topline results announced in March 2023 from the Company’s Phase 2a proof of concept clinical trial to evaluate ACER-801 as a potential treatment for moderate to severe VMS associated with menopause, which showed that ACER-801 was safe and well-tolerated but did not achieve statistical significance when evaluating ACER-801’s ability to decrease the frequency or severity of hot flashes in postmenopausal women, the principal amount of the SWK Loans amortizes at a monthly rate of $0.6 million (as opposed to $1.3 million quarterly prior to the announcement of such topline results), although the Third Amendment allows the Company to forgo the amortization payment otherwise due on May 15, 2023, and at the discretion of SWK a second amortization payment otherwise due on June 15, 2023. The final maturity date of the SWK Loans is March 4, 2024. The Company has the option to prepay the SWK Loans in whole or in part. Upon the repayment of the Original Term Loan (whether voluntary or at scheduled maturity), the Company must pay an exit fee so that SWK receives an aggregate amount (inclusive of all principal, interest and origination and other fees paid to SWK under the Current SWK Credit Agreement on or prior to the prepayment date) equal to 1.5 times the outstanding principal amount of the Original Term Loan, plus any and all payment-in-kind interest amounts. Upon the repayment of the Second Term Loan (whether voluntary or at scheduled maturity), the Company must pay an exit fee so that SWK receives an aggregate amount (inclusive of all principal, interest and origination and other fees paid in cash to SWK under the Current SWK Credit Agreement with respect to the Second Term Loan) equal to the outstanding principal amount of the Second Term Loan (inclusive of payment-in-kind interest amounts) multiplied by: (i) if the repayment occurs prior to May 16, 2023, 1.28667, (ii) if the repayment occurs on or after May 16, 2023 but prior to June 16, 2023, 1.39334, and (iii) if the repayment occurs on or after July 16, 2023, 1.5. Due to topline results announced in March 2023 from the Company’s Phase 2a proof of concept clinical trial to evaluate ACER-801 as a potential treatment for moderate to severe VMS associated with menopause, the Company is required to maintain for purposes of the SWK Loans unencumbered liquid assets of not less than the lesser of (x) the outstanding principal amount of the SWK Loans or (y) $3.0 million (as opposed to $1.5 million for clause (y) prior to the announcement of such topline results), although the Third Amendment provides for a temporary reduction in the minimum amount of unencumbered liquid assets required to be maintained by the Company under clause (y) (from $3.0 million to $1.75 million through May 30, 2023, and at the discretion of SWK a possible further temporary reduction to $1.25 million from May 31, 2023 through June 30, 2023, with such minimum required amount returning following the period(s) of any such temporary reduction(s) to $3.0 million). The SWK Loans are secured by a first priority lien on all of the Company’s assets and any of the Company’s future subsidiaries pursuant to a Guarantee and Collateral Agreement entered into on March 4, 2022, between the Company and SWK, as agent (i.e., the SWK Security Agreement). The Current SWK Credit Agreement contains customary representations and warranties and affirmative and negative covenants.

Subsequent Events

3 Months Ended

Mar. 31, 2023

11.

SUBSEQUENT EVENTS

Subsequent to March 31, 2023, the Company sold an aggregate of 456,886 shares of common stock under its ATM facility at an average gross sale price of $0.7912 per share, resulting in gross proceeds of $0.4 million. Proceeds, net of $14 thousand in fees and offering costs, were $0.3 million.

On April 12, 2023, the Company issued 585,306 shares of common stock due to the exercise of the Pre-Funded Warrants.

On May 12, 2023, the Company entered into the Third Amendment to the SWK Credit Agreement. In addition to other provisions, the Third Amendment provides for (i) a temporary reduction in the minimum amount of unencumbered liquid assets required to be maintained by the Company pursuant to the SWK Credit Agreement as amended through the Third Amendment (i.e., the Current SWK Credit Agreement), from $3.0 million to $1.75 million through May 30, 2023, and at the discretion of SWK a possible further temporary reduction to $1.25 million from May 31, 2023 through June 30, 2023, with such minimum required amount returning following the period(s) of any such temporary reduction(s) to $3.0 million (or, if less, the outstanding principal amount of the SWK Loans) until the SWK Loans are repaid, (ii) the Company’s ability to forego a $0.6 million amortization payment otherwise due under the Current SWK Credit Agreement on May 15, 2023, and at the discretion of SWK a second $0.6 million amortization payment otherwise due on June 15, 2023, and (iii) the Company’s ability to defer until July 15, 2023 half of the $0.5 million quarterly interest payment otherwise due under the Current SWK Credit Agreement on May 15, 2023.

The SWK Loans made under the Current SWK Credit Agreement bear interest at an annual rate of the sum of (i) 3-month SOFR, subject to a 1% floor, plus (ii) a margin of 11%, with such interest payable quarterly in arrears. In the event of default, the interest rate will increase by 3% per annum over the contract rate effective at the time of default but shall not be higher than the maximum rate permitted to be charged by applicable laws. Due to topline results announced in March 2023 from the Company’s Phase 2a proof of concept clinical trial to evaluate ACER-801 as a potential treatment for moderate to severe VMS associated with menopause, which showed that ACER-801 was safe and well-tolerated but did not achieve statistical significance when evaluating ACER-801’s ability to decrease the frequency or severity of hot flashes in postmenopausal women, the principal amount of the SWK Loans amortizes at a monthly rate of $0.6 million (as opposed to $1.3 million quarterly prior to the announcement of such topline results), although the Third Amendment allows the Company to forgo the amortization payment otherwise due on May 15, 2023, and at the discretion of SWK a second amortization payment otherwise due on June 15, 2023. The final maturity date of the SWK Loans is March 4, 2024. The Company has the option to prepay the SWK Loans in whole or in part. Upon the repayment of the Original Term Loan (whether voluntary or at scheduled maturity), the Company must pay an exit fee so that SWK receives an aggregate amount (inclusive of all principal, interest and origination and other fees paid to SWK under the Current SWK Credit Agreement on or prior to the prepayment date) equal to 1.5 times the outstanding principal amount of the Original Term Loan, plus any and all payment-in-kind interest amounts. Upon the repayment of the Second Term Loan (whether voluntary or at scheduled maturity), the Company must pay an exit fee so that SWK receives an aggregate amount (inclusive of all principal, interest and origination and other fees paid in cash to SWK under the Current SWK Credit Agreement with respect to the Second Term Loan) equal to the outstanding principal amount of the Second Term Loan (inclusive of payment-in-kind interest amounts) multiplied by: (i) if the repayment occurs prior to May 16, 2023, 1.28667, (ii) if the repayment occurs on or after May 16, 2023 but prior to June 16, 2023, 1.39334, and (iii) if the repayment occurs on or after July 16, 2023, 1.5. Due to topline results announced in March 2023 from the Company’s Phase 2a proof of concept clinical trial to evaluate ACER-801 as a potential treatment for moderate to severe VMS associated with menopause, the Company is required to maintain for purposes of the SWK Loans unencumbered liquid assets of not less than the lesser of (x) the outstanding principal amount of the SWK Loans or (y) $3.0 million (as opposed to $1.5 million for clause (y) prior to the announcement of such topline results), although the Third Amendment provides for a temporary reduction in the minimum amount of unencumbered liquid assets required to be maintained by the Company under clause (y) (from $3.0 million to $1.75 million through May 30, 2023, and at the discretion of SWK a possible further temporary reduction to $1.25 million from May 31, 2023 through June 30, 2023, with such minimum required amount returning following the period(s) of any such temporary reduction(s) to $3.0 million).

The SWK Loans are secured by a first priority lien on all of the Company’s assets and any of the Company’s future subsidiaries pursuant to a Guarantee and Collateral Agreement entered into on March 4, 2022, between the Company and SWK, as agent (i.e., the SWK Security Agreement). The Current SWK Credit Agreement contains customary representations and warranties and affirmative and negative covenants.