0001437749-21-007174 | 10-K | XBRL Viewer

Nature of Operations [Text Block]

1. Business

Liquidia Corporation (“Liquidia” or the “Company”) is a biopharmaceutical company focused on the development and commercialization of products that address unmet patient needs, with current focus directed towards the treatment of pulmonary arterial hypertension (“PAH”). Liquidia Corporation operates through the company’s subsidiaries, Liquidia Technologies, Inc. (“Liquidia Technologies”) and Liquidia PAH, LLC (“Liquidia PAH”), formerly known as RareGen, LLC (“RareGen”).

The Company conducts research, development and manufacturing of novel products by applying its proprietary PRINT® technology, a particle engineering platform, to enable precise production of uniform drug particles designed to improve the safety, efficacy and performance of a wide range of therapies. The Company is currently developing two product candidates for which it holds worldwide commercial rights: LIQ861 to treat PAH, and LIQ865 to treat post-operative pain.

The Company’s most advanced product, LIQ861, is an inhaled dry powder formulation of treprostinil designed to improve the therapeutic profile of treprostinil by enhancing deep lung delivery and achieving higher dose levels than current inhaled therapies. The Company submitted the New Drug Application (“NDA”) for LIQ861 in January 2020 and is actively preparing its reply to the Complete Response Letter (“CRL”) issued by the Food and Drug Administration (“FDA”) in November 2020.

The Company’s second product candidate, LIQ865, is designed to deliver sustained release of bupivacaine, a non-opioid anesthetic, to treat local post-operative pain for three to five days through a single administration. The Company has completed two Phase 1 clinical trials and additional toxicology studies to help enable continued clinical development in Phase 2 studies of LIQ865.

The Company generates revenue pursuant to the promotion agreement between Liquidia PAH and Sandoz Inc. (“Sandoz”), dated as of August 1, 2018, as amended (the “Promotion Agreement”), sharing profit derived from the sale of the first-to-file fully substitutable generic treprostinil injection (“Treprostinil Injection”) in the United States. Liquidia PAH has the exclusive rights to conduct commercial activities to encourage the appropriate use of Treprostinil Injection. The Company employs a small, targeted sales force calling on physicians involved in the treatment of PAH in the United States, as well as key stakeholders involved in the distribution and reimbursement of Treprostinil Injection. Strategically, the Company believes that its commercial presence in the field will enable an efficient launch of LIQ861 upon approval, leveraging existing relationships and further validating our reputation as a company committed to supporting PAH patients.

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, the impact of the COVID-19 coronavirus, and the ability to secure additional capital to fund operations. The Company expects to incur significant expenses and operating losses for the foreseeable future as it advances product candidates through clinical trials, seeks regulatory approval and pursues commercialization of any approved product candidates. In addition, if the Company obtains marketing approval for any of its product candidates, it would incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution. These efforts require significant amounts of additional capital, adequate personnel and infrastructure, and extensive compliance-reporting capabilities. Even if the Company's development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. The Company will seek additional funding through public or private financings, debt financing or collaboration. If the Company is unable to obtain funding, the Company could be required to delay, reduce, or eliminate research and development programs, product portfolio expansion, or future commercialization efforts, which could adversely affect its business prospects.

In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. We have financed our growth and operations through a combination of funds generated from revenues, the issuance of convertible preferred stock and common stock, finance leases, bank borrowings, bank borrowings with warrants and the issuance of convertible notes and warrants. Since inception, the Company has incurred recurring losses, including net losses of $59.8 million for the year ended December 31, 2020 and the Company had an accumulated deficit of $275.0 million as of December 31, 2020. The Company expects to continue to generate operating losses for the foreseeable future. As of March 25, 2021, the issuance date of the consolidated financial statements for the year ended December 31, 2020, the Company expects that its cash will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the issuance date of the annual consolidated financial statements. The future viability of the Company is dependent on its ability to raise additional capital to finance its future operations. Accordingly, the accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities and commitments in the ordinary course of business.

Recent Developments

Acquisition of RareGen, LLC (now Liquidia PAH, LLC)

On November 18, 2020 (the “Closing Date”), the Company completed the previously announced acquisition contemplated by the Agreement and Plan of Merger, dated as of June 29, 2020, as amended by a Limited Waiver and Modification to the Merger Agreement, dated as of August 3, 2020 (the “Merger Agreement”), by and among Liquidia Technologies, the Company, RareGen, Gemini Merger Sub I, Inc., a Delaware corporation (“Liquidia Merger Sub”), Gemini Merger Sub II, LLC, a Delaware limited liability company (“RareGen Merger Sub”), and PBM RG Holdings, LLC, a Delaware limited liability company (“PBM”). Pursuant to the Merger Agreement, Liquidia Merger Sub, a former wholly owned subsidiary of the Company, merged with and into Liquidia Technologies (the “Liquidia Technologies Merger”), and RareGen Merger Sub, a former wholly owned subsidiary of the Company, merged with and into RareGen (the “RareGen Merger” and, together with the Liquidia Technologies Merger, the “Merger Transaction”). Upon consummation of the Merger Transaction, the separate corporate existences of Liquidia Merger Sub and RareGen Merger Sub ceased and Liquidia Technologies and RareGen (now Liquidia PAH) continue as wholly owned subsidiaries of Liquidia Corporation.

On the Closing Date, an aggregate of 5,550,000 shares of common stock, $0.001 par value per share (“Liquidia Corporation Common Stock”), were issued to RareGen members in exchange for 10,000 RareGen common units, representing all of the issued and outstanding RareGen equity. Additionally, on the Closing Date, an aggregate of 616,666 shares of Liquidia Corporation Common Stock were withheld from RareGen members to secure the indemnification obligations of RareGen members. Additionally, RareGen members received a pro rata portion of the RareGen cash at closing in excess of $1 million. RareGen members are also entitled to receive a pro rata portion of up to an additional 2,708,333 shares of Liquidia Corporation Common Stock in the aggregate in 2022, based on the amount of 2021 net sales of the generic treprostinil product (“Net Sales Earnout Shares”) owned by Sandoz, which RareGen markets pursuant to the Promotion Agreement. The fair value of the purchase consideration or the purchase price was approximately $20.8 million. See Note 3 below for further details.

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Basis of Presentation and Significant Accounting Policies [Text Block]

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The Company has prepared the accompanying financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”). Such financial statements reflect all adjustments that are, in management’s opinion, necessary to present fairly, in all material respects, the Company’s financial position, results of operations and cash flows and are presented in U.S. Dollars.

Consolidation

The accompanying consolidated financial statements include the Company’s wholly owned subsidiaries, Liquidia Technologies and Liquidia PAH. All intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. These estimates are based on historical experience and various other assumptions believed reasonable under the circumstances. The Company evaluates its estimates on an ongoing basis and makes changes to the estimates and related disclosures as experience develops or new information becomes known. Actual results will most likely differ from those estimates.

Revision of Previously Issued Financial Statements

During the three months ended June 30, 2020, the Company identified an error in the matter in which it calculated diluted weighted common shares outstanding and diluted net loss per common share. While the Company has included common stock warrants whose exercise price is de minimis in the calculation of basic weighted average common shares outstanding and basic net loss per common share, these warrants were inappropriately excluded from the calculation of diluted weighted common shares outstanding and diluted net loss per common share, which resulted in an error in those previously reported amounts for the year ended December 31, 2019. The Company has evaluated this error and determined that this presentation error was not material to any prior annual or interim periods. However, the Company is revising the previously presented December 31, 2019 diluted weighted common shares outstanding and diluted net loss per common share as follows:

Year Ended

December 31, 2019

As Presented

As Revised

Net loss per common share: Diluted
$ (2.59
)
$ (2.57
)

Diluted weighted average shares outstanding
18,371,083 18,482,455

Summary of Significant Accounting Policies

Cash

The Company considers all highly liquid investments with a maturity of three months or less, when purchased, to be cash equivalents. The Company had no cash equivalents as of December 31, 2020 and 2019.

Accounts Receivable

Accounts receivable are stated at net realizable value including an allowance for doubtful accounts as of each balance sheet date, if applicable. The Company has not recorded an allowance for doubtful accounts during the years ended December 31, 2020 and 2019.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of default by the financial institutions holding its cash to the extent of amounts recorded on the balance sheet. With regard to cash, 99% of the Company’s cash is held on deposit with Pacific Western Bank (“Pacific Western”). With regard to revenues and concentration of credit risk, GlaxoSmithKline plc (“GSK” and “GSK Inhaled”) accounted for $0 and $8.1 million of our revenue during the years ended December 31, 2020 and 2019, respectively, or 0% and 100%, respectively, of our total revenue. Sandoz accounted for $0.7 million and $0 of our revenue during the years ended December 31, 2020 and 2019, respectively, or 100% and 0%, respectively, of our total revenue.

Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases, as amended (Topic 842) (“ASU 2016-02”). The Company adopted Topic 842, as amended, as of January 1, 2019, using the modified retrospective approach. The modified retrospective approach provided a method for recording existing leases at adoption that approximates the results of a full retrospective approach in the year of adoption. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among others, allowed the Company to carry forward the historical lease classification. Adoption of ASU 2016-02 resulted in the recording of net lease assets and lease liabilities of approximately $6.4 million and $9.1 million respectively, as of January 1, 2019. The net impact of applying Topic 842 was recorded as an adjustment to increase the accumulated deficit by $0.6 million as of January 1, 2019. Adoption of ASU 2016-02 had no impact on the Statement of Cash Flows.

The provisions of ASU 2016-02 set out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. The Company has elected to account for leases with a term of 12 months or less in a similar manner as under existing guidance for operating leases. For operating leases, the asset and liability is expensed over the lease term on a straight-line basis, with all cash flows classified as an operating activity in the Statement of Cash Flows. For finance leases, interest on the lease liability is recognized separately from the amortization of the right-of-use asset in the Statement of Operations and Comprehensive Loss and the repayment of the principal portion of the lease liability is classified as a financing activity, while the interest component is classified as an operating activity in the Statement of Cash Flows.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment is computed using the straight-line method over the estimated useful lives of the assets beginning when the assets are placed in service. Estimated useful lives for the major asset categories are:

Lab and build-to-suit equipment (years)
5 - 7

Office equipment (years)
5

Furniture and fixtures (years)
10

Computer equipment (years)
3

Leasehold improvements

Lesser of life of the asset or remaining lease term

Major renewals and improvements are capitalized to the extent that they increase the useful economic life or increase the expected economic benefit of the underlying asset. Maintenance and repairs are charged to operations as incurred. When items of property, plant and equipment are sold or retired, the related cost and accumulated depreciation or amortization is removed from the accounts, and any gain or loss is included in operating expenses in the accompanying Statements of Operations and Comprehensive Loss.

Business Combination

In a business combination, the acquisition method of accounting requires that the assets acquired and liabilities assumed be recorded as of the date of the acquisition at their respective fair values with limited exceptions. Assets acquired and liabilities assumed in a business combination that arise from contingencies are generally recognized at fair value. If fair value cannot be determined, the asset or liability is recognized if probable and reasonably estimable; if these criteria are not met, no asset or liability is recognized. Transaction costs and costs to restructure the acquired company are expensed as incurred. The operating results of the acquired business are reflected in the Company’s consolidated financial statements after the date of the acquisition.

Long-Lived Assets

The Company reviews long-lived assets, including definite-life intangible assets, for realizability on an ongoing basis. Changes in depreciation and amortization, generally accelerated depreciation and variable amortization, are determined and recorded when estimates of the remaining useful lives or residual values of long-term assets change. The Company also reviews for impairment when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. In those circumstances, the Company performs undiscounted operating cash flow analyses to determine if an impairment exists. When testing for asset impairment, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. Any impairment loss is calculated as the excess of the asset’s carrying value over its estimated fair value. Fair value is estimated based on the discounted cash flows for the asset group over the remaining useful life or based on the expected cash proceeds for the asset less costs of disposal. Any impairment losses would be recorded in the consolidated statements of operations. To date, no such impairments have occurred.

Goodwill

The Company acquired goodwill on its balance sheet during the fourth quarter of 2020 from the Merger Transaction. The Company assesses goodwill for impairment at least annually as of July 1 or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company has one reporting unit. The Company has the option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, in which case a quantitative impairment test is not required.

Per ASU 2017-04 the quantitative goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not impaired. An impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the fair value up to the amount of goodwill allocated to the reporting unit. Income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit are considered when measuring the goodwill impairment loss, if applicable.

As of December 31, 2020 the Company concluded there were no events or changes in circumstances that indicated that the carrying amount of goodwill was not recoverable.

Revenue Recognition from Promotion Agreements

The Company recognizes revenue in accordance with Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of Topic 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

●

Step 1: Identify the contract with the customer

●

Step 2: Identify the performance obligations in the contract

●

Step 3: Determine the transaction price

●

Step 4: Allocate the transaction price to the performance obligations in the contract

●

Step 5: Recognize revenue when the company satisfies a performance obligation

In order to identify the performance obligations in a contract with a customer, the Company assesses the promised goods or services in the contract and identifies each promised good or service that is distinct.

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both.

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company evaluates any non-cash consideration, consideration payable to the customer, potential returns and refunds, and whether consideration contains a significant financing element in determining the transaction price.

Revenue is measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a service to a customer. The amount of revenue recognized reflects estimates for refunds and returns, which are presented as a reduction of Accounts receivable where the right of setoff exists.

On August 1, 2018, the Company partnered with Sandoz in the Promotion Agreement to launch the first-to-file generic of Treprostinil Injection for the treatment of patients with PAH. Under the Promotion Agreement, the Company provides certain promotional and nonpromotional activities on an exclusive basis for the product in the United States of America for the treatment of PAH, in exchange for a share of Sandoz’s net profits, as defined within the Promotion Agreement. In addition, the Company paid Sandoz $20 million at the inception of the Promotion Agreement, in consideration for the right to conduct the promotional activities for the product. In exchange for its services, the Company is entitled to receive a portion of net profits based on specified profit levels associated with the product.

The Company determined that certain activities within the contract are within the scope of ASC 808, Collaborative Arrangements. The commercialization of the product is a joint operating activity where the Company will provide promotional activities for Sandoz’s intellectual property and Sandoz will be responsible for items such as supply of the product, distribution to customers, managing sales, processing returns, and regulatory matters, and protection of patents. Both parties will be active participants, each carrying out its assigned responsibilities, and participating in the joint operating activity and will share in the risks and rewards of the commercialization through the profit-sharing arrangement.

In addition, the Company determined that the services provided under the Promotion Agreement fall within the scope of Topic 606. The promotional activities the Company performs are one of the services the Company expects to provide as part of its ordinary activities, and it is receiving consideration for this service from Sandoz in the form of a share of “Net Profits” (as defined in the Promotion Agreement). The Company has one combined performance obligation under the Promotion Agreement, which is to perform promotional and non-promotional activities to encourage the appropriate use of the product in accordance with the product labeling and applicable law. As such, and in accordance with ASU 2018-18: Clarifying the Interaction between Topic 808 and Topic 606, the Company will account for the entire Promotion Agreement under Topic 606.

Revenue Recognition from Research and Development Services

The Company derives collaboration revenue primarily from licensing its proprietary PRINT technology and from performing research and development services. Collaboration revenues are recognized as services are performed in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services and technology.

The Company’s research, development and licensing agreements provide for multiple promised goods and services to be satisfied by the Company and include a license to the Company’s technology in a particular field of study, participation in collaboration committees, performance of certain research and development services and obligations for certain manufacturing services.

The transaction price for these contracts includes non-refundable fees and fees for research and development services. Non-refundable up-front fees which may include, for example, an initial payment upon effectiveness of the contractual relationship or payment to secure a right for a future license, are recorded as deferred revenue and recognized into revenue over time as the Company provides the research services under the contract required to advance the products to the point where the Company is able to transfer control of the licensed technology to the customer (“Technology Transfer”). The contract consideration may also include additional non-refundable payments due to the Company based on the achievement of research, development, regulatory or commercialization milestone events. In agreements involving multiple goods or services promised to be transferred to customers, the Company must assess, at the inception of the contract, whether each promise represents a separate performance obligation (i.e., is “distinct”), or whether such promises should be combined as a single performance obligation. As these goods and services are considered to be highly interrelated, they may be considered to represent a single, combined performance obligation. The Company includes an estimate of the probable amount of milestone payments to which it will be entitled in the transaction price. The estimate requires evaluation of factors which are outside of the Company’s control and significantly limit the Company’s ability to achieve the remaining milestone payments. Therefore, the Company has not included any future milestone payments in the transaction price allocated to research, development and licensing agreements as of December 31, 2020 or December 31, 2019. The Company revises the transaction price to include milestone payments once the specific milestone achievement is not considered to be subject to a significant reversal of revenue. At that time, the estimated transaction price is adjusted and a cumulative catch-up adjustment is recorded to adjust the amount of revenue to be recognized from the license inception to the date the milestone was deemed probable of achievement. The milestone is included with other non-refundable up-front fees and recognized into revenue over time as the Company continues to provide services under the contract through the Company’s Technology Transfer. The amount of revenue recognized is based on the proportion of total research services performed to date to the expected services to be provided through the Technology Transfer.

The estimate of the research services to be provided through the Technology Transfer requires significant judgment to evaluate assumptions regarding the level of effort required for the Company to have performed sufficient obligations for the customer to be able to utilize the licensed technology without requiring further services from the Company. If the estimated level of effort changes, the remaining deferred revenue is recognized over the revised period in which the expected research services and Technology Transfer are required. Changes in estimates occur for a variety of reasons, including but not limited to (i) research and development acceleration or delays, (ii) customer prioritization of research projects, or (iii) results of research and development activities. The Company recognizes the consideration it is entitled to receive for research and development services, which are primarily billed quarterly in arrears on a time and materials basis, as the services are performed (under a proportional performance model) and collection is reasonably assured. Additionally, any up-front or development milestone payments received are also recognized as revenues, over time, under this same proportional performance model.

Royalties related to product sales will be recognized as revenue when the sale occurs since payments relate directly to products that will have been fully developed and for which the Company will have satisfied all of its performance obligations.

Segment Information

U.S. GAAP requires segmentation based on an entity’s internal organization and reporting of revenue and operating income based upon internal accounting methods commonly referred to as the “management approach.” Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (CODM), or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it has one operating segment.

Research and Development Expense

Research and development costs are expensed as incurred and include direct costs incurred to third parties related to the salaries of, and share-based compensation for, personnel involved in research and development activities, contractor fees, grant expenses, administrative expenses and allocations of research-related overhead costs. Administrative expenses and research-related overhead costs included in research and development expense consist of allocations of facility and equipment lease charges, depreciation and amortization of assets and insurance directly related to research and development activities.

Patent Maintenance

The Company is responsible for all patent costs, past and future, associated with the preparation, filing, prosecution, issuance, maintenance, enforcement and defense of United States patent applications. Such costs are recorded as general and administrative expenses as incurred. To the extent that the Company’s licensees share these costs, such benefit is recorded as a reduction of the related expenses.

Share-Based Compensation

The Company estimates the grant date fair value of its share-based awards and amortizes this fair value to compensation expense over the requisite service period or vesting term (see Note 5).

Net Loss Per Share

Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration of common stock equivalents.

Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the diluted net loss per share calculation, stock options and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. Due to their anti-dilutive effect, the calculation of diluted net loss per share for the years ended December 31, 2020 and 2019 does not include the following common stock equivalent shares:

Year Ended December 31,

2020

2019

Stock options
2,652,525 1,979,411

Restricted stock units
98,705 —

Total
2,751,230 1,979,411

Fair Value of Financial Instruments

The carrying values of cash, accounts receivable, and accounts payable at December 31, 2020 and 2019 approximated their fair value due to the short maturity of these instruments.

The Company’s valuation of financial instruments is based on a three-tiered approach, which requires that fair value measurements be classified and disclosed in one of three tiers. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities;

Level 2 — Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly; and

Level 3 — Unobservable inputs for the asset and liability used to measure fair value, to the extent that observable inputs are not available.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables present the placement in the fair value hierarchy of financial liabilities measured at fair value as of December 31, 2020 and 2019:

December 31, 2020

Quoted

Prices in

Active

Markets

(Level 1)

Significant

Other

Observable

Inputs

(Level 2)

Significant

Unobservable

Inputs

(Level 3)

Carrying

Value

Pacific Western Bank note - A&R LSA
$ — $ 9,842,069 $ — $ 10,292,485

December 31, 2019

Quoted

Prices in

Active

Markets

(Level 1)

Significant

Other

Observable

Inputs

(Level 2)

Significant

Unobservable

Inputs

(Level 3)

Carrying

Value

Pacific Western Bank note - A&R LSA
$ — $ 14,094,792 $ — $ 15,878,121

The fair value of debt is measured in accordance with ASU 2016-01, Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The fair value is determined based on the remaining years to maturity, interest and principal payments, as well as an interest rate consistent with the Company’s current estimated cost of debt.

Deferred Offering Costs

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such equity financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity as a reduction of proceeds generated as a result of the offering.

Income Taxes

The asset and liability method is used in the Company’s accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets when realization of the tax benefit is uncertain.

A valuation allowance is recorded, if necessary, to reduce net deferred taxes to their realizable values if management believes it is more likely than not that the net deferred tax assets will not be realized.

The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

Recent Accounting Pronouncements

In October 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 ("ASU 2018-18"). The provisions of ASU 2018-18 clarify when certain transactions between collaborative arrangement participants should be accounted for under ASC 606 and incorporates unit-of-account guidance consistent with ASC 606 to aid in this determination. The guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2019, with early adoption permitted. The Company adopted ASU 2018-18 effective January 1, 2020 and it did not have an effect on the Company's consolidated financial statements for the year ended December 31, 2020.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which eliminated the requirement to calculate the implied fair value of goodwill. An entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The update also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. The guidance was effective for the Company’s interim and annual reporting periods during the year ending December 31, 2020. The adoption of this accounting guidance did not have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses, which provides new guidance on the accounting for credit losses on financial instruments. The new guidance introduces an expected loss model for estimating credit losses, replacing the incurred loss model. The new guidance also changes the impairment model for available-for-sale debt securities, requiring the use of an allowance to record estimated credit losses (and subsequent recoveries). The Company adopted the new guidance effective January 1, 2020. The adoption of this accounting guidance had no impact on the Company’s consolidated financial statements.

Note 3 - Acquisition of RareGen LLC (now Liquidia PAH, LLC)

12 Months Ended

Dec. 31, 2020

Business Combination Disclosure [Text Block]

3. Acquisition of RareGen LLC (now Liquidia PAH, LLC)

On November 18, 2020 (the “Closing Date”), the Company completed the previously announced acquisition of RareGen, LLC (now Liquidia PAH) (See Note 1).

Reasons for the Acquisition and Merger

The Company acquired Liquidia PAH to improve financial strength and operational efficiencies including the generation of cash flow through sales of a generic version of Remodulin, which is a parenteral formulation of treprostinil, for the treatment of PAH. Strategically, the Company believes that its commercial presence in the field will enable an efficient launch of LIQ861 upon approval, leveraging existing relationships and further validating its reputation as a company committed to supporting PAH patients.

Merger Consideration

The fair value of the purchase consideration or the purchase price, was approximately $20.8 million. The purchase consideration consisted of the 6,166,666 shares of Liquidia Corporation Common Stock based on a per share price of $3.38, which represented the closing price of Liquidia Technologies Common Stock on the Closing Date. 5,550,000 of the shares were issued as of December 31, 2020 and the remaining 616,666 shares were withheld from RareGen members to secure their indemnification obligations pursuant to the Merger Agreement.

The total purchase price and allocated purchase price is summarized as follows:

Number of common shares to be issued to RareGen’s members		6,166,666
Multiplied by the fair value per share of Liquidia Technologies common stock	$	3.38
Total estimated purchase price	$	20,843,331

Accounting for the Acquisition

The acquisition of Liquidia PAH was accounted for as a business combination and reflects the application of acquisition accounting in accordance with Accounting Standards Codification (ASC) 805, Business Combinations. The acquired Liquidia PAH assets, including identifiable intangible assets and liabilities assumed, have been recorded at their estimated fair values with the excess purchase price assigned to goodwill. A preliminary purchase price allocation has been performed and the recorded amounts for intangible assets, other assets, indemnification asset, goodwill, litigation finance payable, deferred tax liability and other liabilities are subject to change pending finalization of valuation efforts and review of tax matters. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the Closing Date.

Purchase Price Allocation

The preliminary purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed as of the Closing Date of November 18, 2020 based on their respective preliminary fair values summarized below:

Cash	$	1,000,000
Property and equipment		79,330
Prepaid and other current assets		30,190
Intangible asset		5,620,000
Contract acquisition costs		12,980,000
Indemnification asset		1,065,538
Goodwill		3,903,282
Less other current liabilities		(492,499	)
Less refund liability		(2,696,000	)
Less litigation finance payable, current		(646,510	)
Total estimated purchase price	$	20,843,331

Contract Acquisition Costs, Intangible Asset and Goodwill Acquired

Prior to the Merger Transaction, the Company did not have contract acquisition costs, intangible assets or goodwill on its Balance Sheet. Contract acquisition costs and Intangible asset of $12,980,000 and $5,620,000, respectively, were acquired in the Merger Transaction relating to and consisting of the Promotion Agreement. The Company is amortizing the value of the Promotion Agreement contract acquisition costs and intangible asset on a pro-rata basis based on the estimated total revenue or net profits to be recognized over the period from the date of the Merger Transaction through May 2027 (see Note 2 for Revenue Recognition accounting policy). Amortization of contract acquisition costs is recorded as a reduction of revenue and amortization of the intangible asset is recorded as cost of revenue. During the year ended December 31, 2020, the Company recorded total amortization of $187,508 from the contract acquisition costs as a reduction in net service revenue. Net contract acquisition costs totaled $12,792491 as of December 31, 2020. During the year ended December 31, 2020, the Company recorded total amortization of $85,157 from the intangible asset as an increase to cost of revenue. The net intangible asset totaled $5,534,843 as of December 31, 2020.

The Company acquired goodwill in the Merger Transaction of $3,903,282 which primarily represents the Liquidia PAH assembled workforce and the residual value of the purchase consideration and assumed liabilities that exceeded the assets acquired (see Note 2 for Goodwill accounting policy). None of the goodwill recognized is expected to be deductible for income tax purposes.

Refund Liability

In accordance with the Promotion Agreement, Liquidia PAH receives consideration from Sandoz in the form of a share of Net Profits for the promotional activities it performs. The share of Net Profits received is subject to adjustments from Sandoz for items such as distributor chargebacks, rebates, inventory returns, inventory write-offs and other adjustments (the “Net Profits Adjustment”). As of the date of the Merger Transaction, the Company identified approximately $2,696,000 of Net Profits Adjustment that are expected to be refunded to Sandoz during 2021 for items that had been incurred prior to the Merger Transaction. The Company has recorded a refund liability as part of the assumed liabilities from the Merger Transaction. The Company expects to refund this amount to Sandoz through a reduction of the cash received from future Net Profits generated under the Promotion Agreement. The Company expects to generate sufficient Net Profits during 2021 to satisfy the refund liability. As of December 31, 2020, $927,136 of Accounts receivable from Sandoz related to net service revenues recognized during the fourth quarter of 2020 are offset against the Refund liability.

Indemnification Asset with Related Party and Litigation Finance Payable

Prior to the Closing Date of the Merger Transaction, Liquidia PAH entered into a litigation financing arrangement (the “Financing Agreement”) with Henderson SPV, LLC (“Henderson”). Liquidia PAH, along with Sandoz (collectively the “Plaintiffs”), are pursuing litigation against United Therapeutics Corporation (“United Therapeutics”) and Smiths Medical ASC (see Note 13). Under the Financing Agreement, Henderson will fund Liquidia PAH’s legal fees and/or litigation expenses (referred to as “Deployments”) up to a total commitment of $10 million, in exchange for a share of certain litigation or settlement proceeds.

Litigation proceeds will be split equally between Liquidia PAH and Sandoz. Litigation proceeds received by Liquidia PAH must be applied first to repayment of total Deployments received. Litigation proceeds in excess of Deployments received are split between Liquidia PAH and Henderson according to a formula. Proceeds received by Liquidia PAH are due to PBM as described further below.

In connection with the Merger Transaction, Liquidia PAH entered into a Litigation Funding and Indemnification Agreement (“Indemnification Agreement”) with PBM. PBM is considered to be a related party as it is controlled by a major stockholder (which beneficially owns approximately 11 percent of Liquidia Corporation Common Stock as of the date of these financial statements) and who is also a member of the Company’s Board of Directors.

Prior to the Merger Transaction, Liquidia PAH was actively managing the litigation, and had sole decision-making authority over the litigation. Under the terms of the Indemnification Agreement, PBM now controls the litigation, with Liquidia PAH’s only requirement being to cooperate to support the litigation proceedings as needed. The Indemnification Agreement also provides that Liquidia PAH and its affiliates will not be entitled to any proceeds resulting from, or bear any financial or other liability for, the United Therapeutics and Smiths Medical ASC litigation. Any Liquidia PAH litigation expenses not reimbursed by Henderson under the Financing Agreement will be reimbursed by PBM. Any proceeds received which Henderson is not entitled to under the Financing Agreement will be due to PBM. As of the Closing Date of the Merger Transaction, Liquidia PAH recorded as an Indemnification Asset $1,065,538.

Legal expenses incurred for the United Therapeutics and Smiths Medical ASC litigation are recorded as an increase to the Indemnification Asset. Subsequent Deployments received from Henderson are recorded as an increase to the Litigation Finance Payable.

As of December 31, 2020, the Indemnification Asset and Litigation Finance Payable were classified as long-term assets and liabilities, respectively as it is considered unlikely that the litigation would conclude during the year 2021.

Liquidia PAH Results of Operations

Liquidia PAH’s results of operations and cash flows are included in the Company’s consolidated financial statements for the period subsequent to November 18, 2020 through December 31, 2020, and Liquidia PAH’s assets and liabilities were recorded at their estimated fair values in the Company’s Consolidated Balance Sheets as of December 31, 2020. Liquidia PAH’s actual results for the period from the Closing Date November 18, 2020 through December 31, 2020, which are included in the Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2020 were as follows:

Revenue	$	739,628
Costs and expenses:
Cost of revenue		237,712
Research and development		35,919
General and administrative		216,787
Total costs and expenses		490,418
Total operating income and net income	$	249,210

Transaction Costs

In connection with the Merger Transaction, the Company incurred significant one-time expenses in the year ended December 31, 2020 primarily including transaction costs (e.g., bankers’ fees, legal fees, consultant fees, etc.). Total transaction costs recorded in general and administrative expense totaled $4.8 million for the year ended December 31, 2020.

Supplemental Pro Forma Financial Information

The following unaudited pro forma financial information assumes the companies were combined as of January 1, 2019. The unaudited pro forma financial information as presented below is for informational purposes only and is based on estimates and assumptions that have been made solely for purposes of developing such pro forma information. This is not necessarily indicative of the results of operations that would have been achieved if the Merger Transaction had taken place on January 1, 2019, nor is it necessarily indicative of future results. Consequently, actual results could differ materially from the unaudited pro forma financial information presented below. The following table presents the pro forma operating results as if Liquidia PAH had been included in the Company's Consolidated Statements of Operations as of January 1, 2019 (unaudited):

	Years Ended
	December 31,
	2020			2019
Revenue	$	4,756,625		$	18,160,476
Net loss	$	(57,406,967	)	$	(52,876,681	)
Net loss per common share, basic and diluted	$	(1.48	)	$	(2.15	)

Note 4 - Stockholders' Equity

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note Disclosure [Text Block]

4. Stockholders’ Equity

Authorized Capital

As of December 31, 2020, the authorized capital of the Company consists of 90,000,000 shares of capital stock, $0.001 par value per share, of which 80,000,000 shares are designated as common stock and 10,000,000 shares are designated as preferred stock.

Common Stock

Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of the common stock shall be entitled to receive that portion of the remaining funds to be distributed to the stockholders, subject to the liquidation preferences of any outstanding preferred stock, if any. Such funds shall be paid to the holders of common stock on the basis of the number of shares so held by each of them.

Issuance of Common Stock on July 2, 2020 from an Underwritten Public Offering

On June 29, 2020, Liquidia Technologies entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, as representative of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which 9,375,000 shares of Liquidia Technologies common stock were sold in an underwritten registered public offering at an offering price of $8.00 per Share (the “Offering”).

The Offering closed on July 2, 2020. The gross proceeds from the offering were $75.0 million and net proceeds were $70.3 million, after deducting underwriting discounts and commissions and other offering expenses. The Company intends to use the net proceeds from this Offering for ongoing commercial development of LIQ861, for continued development of LIQ865 and for general corporate purposes. The Company’s management will retain broad discretion over the allocation of the net proceeds.

Issuance of Common Stock from the Private Placement in December 2019

On December 23, 2019, Liquidia Technologies entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with certain institutional accredited investors (the “Purchasers”) for the sale by Liquidia Technologies in a private placement (the “Private Placement”) of an aggregate of 7,164,534 shares (the “Private Placement Shares”) of common stock, at a purchase price of $3.13 per Private Placement Share. The closing of the Private Placement occurred on December 27, 2019. Liquidia Technologies granted the Purchasers indemnification rights with respect to its representations, warranties, covenants, and agreements under the Purchase Agreement. The gross proceeds from the sale of the Private Placement Shares were $22.4 million and net proceeds were $21.0 million, after deducting placement agent fees and offering expenses.

Issuance of Common Stock from the ATM Agreement Commencing in August 2019

Liquidia Technologies entered into a sales agreement (the “ATM Agreement”) with Jefferies LLC (“Jefferies”) to issue and sell shares of Liquidia Technologies common stock, having an aggregate offering price of up to $40.0 million, from time to time during the term of the ATM Agreement, through an “at-the-market” equity offering program at Liquidia Technologies’ sole discretion, under which Jefferies acted as Liquidia Technologies’ agent and/or principal. Liquidia Technologies paid Jefferies a commission equal to 3.0% of the gross proceeds of any common stock sold through Jefferies under the ATM Agreement. During the year ended December 31, 2020, Liquidia Technologies sold 131,425 shares of common stock for net proceeds of $0.7 million after deducting underwriting discounts and other offering expenses under the ATM Agreement. During the year ended December 31, 2019, Liquidia Technologies sold 2,409,356 shares of common stock for gross proceeds of $8.4 million and net proceeds were $8.1 million, after deducting underwriting discounts and other offering expenses under the ATM Agreement.

Issuance of Common Stock from an Underwritten Public Offering in March 2019

In March 2019, Liquidia Technologies closed an underwritten offering of 3,000,000 shares of its common stock at a public offering price of $11.50 per share. The gross proceeds from the offering were $34.5 million and net proceeds were $31.8 million, after deducting underwriting discounts and commissions and other offering expenses.

Warrants

During the year ended December 31, 2020, no warrants to purchase shares of common stock were exercised. During the year ended December 31, 2019, 64,629 warrants to purchase shares of common stock were exercised. As of December 31, 2020 and 2019, there were outstanding warrants to purchase 106,274 shares of common stock with an exercise price of $0.0168 per share. The warrants expire on December 31, 2026.

Note 5 - Share-based Compensation

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Text Block]

5. Share-Based Compensation

The Company’s 2020 Long-Term Incentive Plan (the “2020 Plan”) was approved by stockholders in November 2020. The 2020 Plan replaced the 2018 Plan as the Company’s primary long-term incentive program. In addition to stock options, the 2020 Plan provides for the granting of stock appreciation rights, stock awards, stock units, and other share-based awards. The 2020 Plan provides for accelerated vesting under certain change of control transactions. A total of 1,700,000 shares of the Company’s common stock was initially authorized and reserved for issuance under the 2020 Plan. This reserve will automatically increase each subsequent anniversary of January 1 through 2030, by an amount equal to the smaller of (a) 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Board of Directors (the “Evergreen Provision”). On January 1, 2021, the number of shares of common stock available for issuance under the 2020 Plan automatically increased by 1,733,432 shares to 2,955,432 shares from 1,222,000 pursuant to the Evergreen Provision.

The Company’s 2018 Long-Term Incentive Plan (the “2018 Plan”) was approved by stockholders in July 2018. In addition to stock options, the 2018 Plan provided for the granting of stock appreciation rights, stock awards, stock units, and other share-based awards. A total of 1,600,000 shares of the Company’s common stock was initially authorized and reserved for issuance under the 2018 Plan.

On January 1, 2019, the number of shares of common stock available for issuance under the 2018 Plan automatically increased by 620,778 shares to 2,220,778 shares from 1,600,000 shares pursuant to the Evergreen Provision. On January 1, 2020, the number of shares of common stock available for issuance under the 2018 Plan automatically increased by 1,129,250 shares to 2,416,811 shares from 1,287,561 shares pursuant to the Evergreen Provision. The 2018 Plan provides for accelerated vesting under certain change of control transactions. The 2018 Plan was discontinued following stockholder approval of the 2020 Plan, but the outstanding awards under the 2018 Plan will continue to remain in effect in accordance with its terms. Shares that are returned under the 2018 Plan upon cancellation, termination or otherwise of awards outstanding under the 2018 Plan will not be available for grant under the 2020 Plan. As of December 31, 2020, the Company had reserved for issuance 1,455,465 shares of common stock under the 2018 Plan, representing the remaining outstanding options and restricted stock units granted under the 2018 Plan.

The 2018 Plan replaced the 2016 and 2004 Plans as the Company’s primary long-term incentive program. The 2016 and 2004 Plans were discontinued following stockholder approval of the 2018 Plan, but the outstanding awards under the 2016 and 2004 Plans will continue to remain in effect in accordance with their terms. Shares that are returned under the 2016 and 2004 Plans upon cancellation, termination or otherwise of awards outstanding under the 2016 and 2004 Plans will not be available for grant under the 2018 Plan. As of December 31, 2020, the Company had reserved for issuance 580,847 shares of common stock under the 2016 Plan and 265,890 shares of common stock under the 2004 Plan, representing the remaining outstanding options granted under the 2016 and 2004 Plans.

During December 2020, the Company issued a stock option grant to its new chief executive officer (the “CEO”) to purchase up to 2,000,000 shares of the Company’s common stock (the “CEO Option”) at the exercise price on the grant date of $3.00 per share. The CEO Option was issued outside of the 2020 Plan and is subject to the following vesting schedule; 25% of the CEO Option will become vested and exercisable on the first anniversary of December 14, 2020 and the balance will become vested and exercisable in equal monthly installments over the following thirty-six months, subject to the CEO’s continuous employment with the Company. However, the CEO Option is subject to the following accelerated vesting; (i) if the Company receives tentative approval by the U.S. Food and Drug Administration (the “FDA”) of the Company’s New Drug Application for LIQ861 prior to June 30, 2022, and the CEO is actively employed by the Company on such date, then 25% of the then-unvested portion of the CEO Option shall become vested and exercisable as of the date of the FDA’s approval; and (ii) if the Company achieves commercial availability of the subcutaneous Treprostinil product with cartridge supplies sufficient to support the market for one year by December 31, 2021, and the CEO is actively employed by the Company on such date, then 25% of the then-unvested portion of the CEO Option shall become vested and exercisable as of the date the Company can document by competent proof to the Board of the achievement of such milestone. In addition, the CEO Option will become 100% vested upon certain change of control transactions.

Share-Based Compensation Valuation and Expense

The Company accounts for its employee share-based compensation plans using the fair value method. The fair value method requires the Company to estimate the grant-date fair value of its share-based awards and amortize this fair value to compensation expense over the requisite service period or vesting term. The fair value of each option grant is estimated using a Black-Scholes option-pricing model.

For restricted stock units (“RSUs”), the grant-date fair value is based upon the market price of the Company’s common stock on the date of the grant. This fair value is then amortized to compensation expense over the requisite service period or vesting term.

The Company recorded the following share-based compensation expense:

	Year Ended December 31,
By Expense Category:	2020		2019
Research and development	$	1,099,000	$	1,119,382
General and administrative		2,855,000		2,256,923
Total	$	3,954,000	$	3,376,305

	Year Ended December 31,
By Type of Award:	2020		2019
Stock Options	$	3,817,000	$	3,240,376
Restricted Stock Units		137,000		135,929
Total	$	3,954,000	$	3,376,305

The following table summarizes the unamortized compensation expense and the remaining years over which such expense would be expected to be recognized, on a weighted-average basis, by type of award:

	As of December 31, 2020
	Unamortized Expense		Weighted Average Remaining Recognition Period (Years)
Stock Options	$	10,977,000		3.5
Restricted Stock Units	$	359,000		3.1

Stock Options

The following table summarizes the assumptions used for estimating the fair value of stock options granted under the Black-Scholes option-pricing model during:

	Year Ended
	December 31,
	2020				2019
Expected dividend yield			—%				—%
Risk-free interest rate		0.40%	-	1.60%		1.40%	-	2.40%
Expected Volatility		87%	-	94%		83%	-	88%
Expected life (years)		5.8	-	6.2			6.04

As a result of using these assumptions in the Black-Scholes option-pricing model, the weighted average fair value for options granted during the years ended December 31, 2020 and 2019 was $2.78 and $8.00 per share, respectively.

The following describes each of these assumptions and the Company’s methodology for determining each assumption:

Expected Dividend Yield

The dividend yield percentage is zero because the Company neither currently pays dividends nor intends to do so during the expected option term.

Risk-Free Interest Rate

The risk-free interest rate is based on the U.S. Treasury yield curve approximating the term of the expected life of the award in effect on the date of grant.

Expected Volatility

Expected stock price volatility is based on a weighted average of several peer public companies and the historical volatility of the Company’s common stock during the period for which it has traded since the initial public offering. For purposes of identifying peer companies, the Company considered characteristics such as industry, length of trading history and similar vesting terms.

Expected Life

The expected life represents the period the awards are expected to be outstanding. The Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate an expected term because of a lack of sufficient data. Therefore, the Company estimates the expected term by using the simplified method.

The following table summarizes the Company’s stock option activity, including the CEO Option, during the year ended December 31, 2020:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding as of December 31, 2019		2,052,976		$	9.33
Granted		3,481,191		$	3.75
Exercised		(91,413	)	$	2.28
Cancelled		(750,683	)	$	8.22
Outstanding as of December 31, 2020		4,692,071		$	5.51		7.2	$	37,996
Exercisable as of December 31, 2020		1,167,357		$	8.77		2.9	$	1,196
Vested and expected to vest as of December 31, 2020		4,572,623		$	5.47		7.2	$	37,996

The aggregate intrinsic value of stock options in the table above represents the difference between the $2.95 closing price of the Company’s common stock as of December 31, 2020 and the exercise price of outstanding, exercisable, and vested and expected to vest in-the-money stock options.

The following table summarizes information about the Company’s stock options as of December 31, 2020:

Exercise Price or Range of Exercise Price			Options Outstanding		Weighted Average Contractual Life (Years)		Options Exercisable
$1.85	to	$2.79		233,771		9.8		3,771
	$3.00			2,000,000		9.9		—
$3.14	to	$3.40		595,233		6.0		78,174
$3.64	to	$7.95		670,899		5.8		308,379
$8.00	to	$9.01		8,780		4.9		6,213
	$9.31			515,990		2.8		394,976
$10.04	to	$21.36		667,398		3.9		375,844
				4,492,071		7.2		1,167,357

Additional information related to our stock options is summarized below:

	Year Ended December 31,
	2020		2019
Intrinsic value of options exercised	$	176,433	$	266,040
Fair value of options vested	$	4,178,659	$	4,131,982

During the years ended December 31, 2020 and 2019, 91,413 and 32,325 stock options were exercised for the purchase of shares of common stock for total cash proceeds of $43,141 and $141,347, respectively.

Restricted Stock Unit Awards

During the year ended December 31, 2020, the Board of Directors approved grants of an aggregate of 138,614 non-performance-based RSUs to employees. RSUs represent the right to receive shares of common stock of the Company at the end of a specified time period. The RSUs vest over a four-year period similar to stock options granted to employees. RSUs can only be settled in shares of the Company’s common stock.

A summary of nonvested RSU awards outstanding as of December 31, 2020 and changes during the year then ended is as follows:

	Number of RSUs			Weighted Average Grant-Date Fair Value (per RSU)
Nonvested as of December 31, 2019		7,493		$	28.87
Granted		138,614			3.32
Vested		(2,810	)		28.87
Forfeited		(55,166	)		3.31
Nonvested as of December 31, 2020		88,131		$	4.68

Employee Stock Purchase Plan

In May 2019, stockholders approved the Liquidia Technologies, Inc. 2019 Employee Stock Purchase Plan (the “2019 ESPP”). A total of 300,000 shares of Liquidia Technologies common stock had been reserved for issuance under the 2019 ESPP Plan. The offering periods were six months each and begin in March and September of each year, with the initial offering period having commenced on September 3, 2019. Under the 2019 ESPP, during Liquidia Technologies’ first offering period from September 1, 2019 to February 28, 2020, based upon 85% of the closing price of $4.13 on February 28, 2020, 3,269 shares were purchased based upon employee withholdings. During Liquidia Technologies’ second offering period from March 1, 2020 to August 31, 2020, based upon 85% of the closing price of $5.12 on August 31, 2020, 1,821 shares were purchased based upon employee withholdings.

In November 2020, stockholders approved the Liquidia Corporation 2020 Employee Stock Purchase Plan (the “2020 ESPP”). Upon adoption of the 2020 ESPP, the 2019 ESPP was terminated. As of December 31, 2020, a total of 300,000 shares of the Company’s common stock are reserved for issuance under the 2020 ESPP. Subject to any plan limitations, the 2020 ESPP allows eligible employees to contribute through payroll deductions up to $25,000 per year of their earnings for the purchase of the Company’s common stock at a discounted price per share. The offering periods are typically six months each and begin in March and September of each year, with the initial three-month offering period to commence on or about June 1, 2021, followed by successive six-month offering periods thereafter. Unless otherwise determined by the administrator, the Company’s common stock will be purchased for the accounts of employees participating in the 2020 ESPP at a price per share that is 85% of the fair market value of the Company’s common stock on the last trading day of the offering period.

Note 6 - License Agreements

12 Months Ended

Dec. 31, 2020

License Agreements [Text Block]

6. License Agreements

The Company performs research under a license agreement with The University of North Carolina at Chapel Hill (“UNC”) as amended to date (the “UNC Letter Agreement”). As part of the UNC Letter Agreement, the Company holds an exclusive license to certain research and development technologies and processes in various stages of patent pursuit, for use in its research and development and commercial activities, with a term until the expiration date of the last to expire patent subject to the UNC Letter Agreement, subject to industry standard contractual compliance. Under the UNC Letter Agreement, the Company is obligated to pay UNC royalties equal to a low single digit percentage of all net sales of drug products whose manufacture, use or sale includes any use of the technology or patent rights covered by the UNC Letter Agreement. The Company may grant sublicenses of UNC licensed intellectual property in return for specified payments based on a percentage of any fee, royalty or other consideration received.

Note 7 - Revenue From Contracts With Customers

12 Months Ended

Dec. 31, 2020

Revenue from Contract with Customer [Text Block]

7. Revenue From Contracts With Customers

The Company derived its revenue during the year ended December 31, 2020 from the Promotion Agreement. During the year ended December 31, 2019, the Company derived its revenue primarily from licensing its proprietary PRINT technology and from performing research and development services. Revenue was recognized as services were performed in an amount that reflected the consideration the Company expected to be entitled to in exchange for those services and technology.

The Company’s research, development and licensing agreements provide for multiple promised goods and services to be satisfied by the Company and include a license to the Company’s technology in a particular field of study, participation in collaboration committees, performance of certain research and development services and obligations for certain manufacturing services.

The transaction price for these contracts includes non-refundable fees and fees for research and development services. Non-refundable up-front fees which may include, for example, an initial payment upon effectiveness of the contractual relationship or payment to secure a right for a future license, are recorded as deferred revenue and recognized into revenue over time as the Company provides the research services under the contract required to advance the products to the point where the Company is able to transfer control of the licensed technology to the customer (“Technology Transfer”). The contract consideration may also include additional non-refundable payments due to the Company based on the achievement of research, development, regulatory or commercialization milestone events. In agreements involving multiple goods or services promised to be transferred to customers, the Company must assess, at the inception of the contract, whether each promise represents a separate performance obligation (i.e., is “distinct”), or whether such promises should be combined as a single performance obligation. As these goods and services are considered to be highly interrelated, they were considered to represent a single, combined performance obligation. The Company includes an estimate of the probable amount of milestone payments to which it will be entitled in the transaction price. The estimate requires evaluation of factors which are outside of the Company’s control and significantly limit the Company’s ability to achieve the remaining milestone payments. Therefore, the Company has not included any future milestone payments in the transaction price allocated to research, development, and licensing agreements as of December 31, 2020. The Company revises the transaction price to include milestone payments once the specific milestone achievement is not considered to be subject to a significant reversal of revenue. At that time, the estimated transaction price is adjusted and a cumulative catch-up adjustment is recorded to adjust the amount of revenue to be recognized from the license inception to the date the milestone was deemed probable of achievement. The milestone is included with other non-refundable up-front fees and recognized into revenue over time as the Company continues to provide services under the contract through the Company’s Technology Transfer. The amount of revenue recognized is based on the proportion of total research services performed to date to the expected services to be provided through the Technology Transfer.

The estimate of the research services to be provided through the Technology Transfer requires significant judgment to evaluate assumptions regarding the level of effort required for the Company to have performed sufficient obligations for the customer to be able to utilize the licensed technology without requiring further services from the Company. If the estimated level of effort changes, the remaining deferred revenue is recognized over the revised period in which the expected research services and Technology Transfer are required. Changes in estimates occur for a variety of reasons, including but not limited to (i) research and development acceleration or delays, (ii) customer prioritization of research projects, or (iii) results of research and development activities. The Company recognizes the consideration it is entitled to receive for research and development services, which are primarily billed quarterly in arrears on a time and materials basis, as the services are performed (under a proportional performance model) and collection is reasonably assured. Additionally, any up-front or development milestone payments received are also recognized as revenue, over time, under this same proportional performance model.

No royalties have been recognized during the years ended December 31, 2020 or 2019.

In September 2015, GSK Inhaled exercised the option to permanently license the technology for a non-refundable payment to the Company of $15.0 million. Pursuant to the license provisions of the collaboration agreement, GSK Inhaled is potentially required to pay the Company for certain milestones reached in addition to tiered royalties on the worldwide sales of the licensed products at percentages ranging from the mid-single digits to low-single digits depending on the total number of products developed and other royalty step-down events with a fixed low-single digit royalty floor. In February 2016, GSK Inhaled paid the Company a $3.0 million milestone payment pursuant to the collaboration agreement. The combined $18 million in up-front and milestone payments was subject to deferral pursuant to the adoption of ASC 606 and the revenue policy described herein.

In July 2018, GSK notified the Company of its plans to discontinue development of the inhaled antiviral for viral exacerbations in chronic obstructive pulmonary disease under the GSK Inhaled collaboration agreement after completion of the related Phase 1 clinical trial. In June 2019, the Company and GSK executed the third amendment to the collaboration agreement providing the Company rights to develop and commercialize additional inhaled programs at the Company’s sole cost and development. This amendment granted the Company the right to develop three additional molecular entities for application in inhaled programs using the Company’s PRINT technology and a mechanism to acquire further molecular entities for inhaled applications. New inhaled programs developed under this amendment would carry milestone and royalty payments due to GSK upon initiation of Phase 3 studies and subsequent commercialization, respectively. This amendment, among other factors including the lack of continued performance anticipated by the Company and GSK under the original agreement, led the Company to the belief that no further research and development services will be provided to GSK under the collaboration agreement and the earnings process related to the up-front and development milestone payments previously received under the collaboration agreement is completed under the proportional performance model. Therefore, the remaining deferred revenue of $8.1 million was recognized as revenue during the year ended December 31, 2019. If GSK were to request additional services under the original agreement, which the Company believes is a remote likelihood, the Company does not expect the value of any incremental efforts that the Company might agree to perform to be material. Any potential milestone or royalty payments from the Company to GSK associated with this amendment will be recorded as operating expenses.

The following tables represent a disaggregation of revenue by each significant research, development and licensing agreement and payment type for the years ended December 31, 2020 and 2019:

	Revenue for the Year Ended December 31,
	2020		2019
Sandoz Promotion Agreement	$	739,628		—
GSK Inhaled revenue:
Non-refundable milestones		—		1,345,320
Non-refundable upfront payments		—		6,726,600
Total GSK Inhaled revenue		—		8,071,920
Other research and development services		—		200
Total Revenue	$	739,628		8,072,120

Deferred Sublicense Payments

Sublicense payments to UNC are considered direct and incremental fulfillment costs of the Company’s research, development and licensing agreements as the PRINT technology resources used by the Company are continually researched by UNC. These costs are deferred and then amortized into Cost of Sales over the same estimated period of benefit as the period of the underlying revenue recognition. In conjunction with the June 2019 amendment to the GSK collaboration agreement, the balance of deferred sublicense payments was expensed to Cost of revenue during the year ended December 31, 2019.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 12
-Subparagraph (e)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 12
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Note 8 - Property, Plant and Equipment

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment Disclosure [Text Block]

8. Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	December 31,			December 31,
	2020			2019
Lab and build-to-suit equipment	$	7,499,645		$	7,562,263
Office equipment		31,205			128,669
Furniture and fixtures		257,774			237,951
Computer equipment and software		404,558			804,046
Leasehold improvements		11,524,738			11,762,351
Construction-in-progress		65,820			91,797
Total property, plant and equipment		19,783,740			20,587,077
Accumulated depreciation and amortization		(12,978,170	)		(11,333,112	)
Property, plant and equipment, net	$	6,805,570		$	9,253,965

The Company recorded depreciation and amortization expense of $2,856,914 and $2,567,742 for the years ended December 31, 2020 and 2019, respectively. Maintenance and repairs are expensed as incurred and were $194,192 and $220,658, respectively, for the years ended December 31, 2020 and 2019.

The following table details the activity of Construction in Progress (“CIP”) in 2020 and 2019 and the associated transfer to Leasehold Improvements, Laboratory Equipment and Computer Software when the assets were placed in service:

	Leasehold			Build-to-suit		Lab
	Improvements			Equipment		Equipment			Total
Balance as of December 31, 2018	$	63,351		$	—	$	91,797		$	155,148
Add: Purchases related to CIP		2,820,640			—		—			2,820,640
Less: Transfer due to being placed in service		(2,883,991	)		—		—			(2,883,991	)
Balance as of December 31, 2019		—			—		91,797			91,797
Add: Acquired in Merger Transaction		—			65,820		—			65,820
Less: Transfer due to being placed in service		—			—		(91,797	)		(91,797	)
Balance as of December 31, 2020	$	—		$	65,820	$	—		$	65,820

Note 9 - Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Text Block]

9. Income Taxes

No provision for federal and state income tax expense has been recorded for the years ended December 31, 2020 and 2019 due to the valuation allowance recorded against the net deferred tax asset and recurring losses.

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows as of December 31, 2020 and 2019:

	2020			2019
Deferred income tax assets:
Tax loss carryforwards	$	54,844,147		$	42,107,372
Research and development credits		3,995,782			3,016,889
Share-based compensation		1,501,172			973,905
Lease liability		1,576,326			1,508,645
Compensation		193,490			564,572
Fixed assets		17,421			—
Refund liability		620,442			—
Patent amortization		76,017			86,985
Other		267,422			55,972
Valuation allowance		(61,595,499	)		(47,505,967	)
Total deferred income tax assets		1,496,720			808,373
Deferred income tax liabilities:
Fixed assets		—			158,787
Section 481(a) adjustment		62,420
Intangible assets		675,866			—
Right of use asset		758,434			649,586
Total deferred income tax liabilities		1,496,720			808,373
Total net deferred tax	$	—		$	—

As of December 31, 2020 and 2019, the Company established a full valuation allowance against its net deferred tax assets since, at the time, the Company could not assert that it was more likely than not that its deferred tax assets would be realized. As a result, there was an increase in the valuation allowance in 2020 of approximately $13,980,000.

As of December 31, 2020, the Company had federal and state income tax loss carryforwards of $238,509,075 and $239,195,945, respectively, which begin to expire in 2024 for federal purposes and in 2021 for state purposes. In addition, the Company has tax credit carryforwards for federal tax purposes of approximately $4,399,000 as of December 31, 2020, which begin to expire in 2026. The utilization of net operating loss and tax credit carryforwards to reduce future income taxes will depend on the Company’s ability to generate sufficient taxable income prior to the expiration of the loss carryforwards.

The Internal Revenue Code of 1986, as amended, contains provisions which limit the ability to utilize the net operating loss carryforwards in the case of certain events, including significant changes in ownership interests. If the Company’s net operating loss carryforwards are limited, and the Company has taxable income which exceeds the permissible yearly net operating loss carryforwards, the Company would incur a federal income tax liability even though net operating loss carryforwards would be available in future years.

The reasons for the difference between actual income tax expense for the years ended December 31, 2020 and 2019 and the amount computed by applying the statutory federal income tax rate to income before income tax are as follows:

	2020						2019
				% of Pretax						% of Pretax
	Amount			Earnings			Amount			Earnings
Income tax benefit at statutory rate	$	(12,550,174	)		21.0	%	$	(10,019,974	)		21.0	%
State income taxes, net of federal tax benefit		(1,203,286	)		2.0			(957,616	)		2.0
Non-deductible expenses		2,929			—			94,903			(0.2	)
Share-based compensation		247,011			(0.4	)		258,338			(0.5	)
Transaction costs		573,494			(1.0	)		—			—
Credits		(978,793	)		1.6			(634,842	)		1.3
Change in state rate		(667	)		—			3,887			—
Other		(70,721	)		0.1			77,009			(0.1	)
Change in valuation allowance		13,980,207			(23.3	)		11,178,295			(23.5	)
Provision for income taxes	$	—			0.0	%	$	—			0.0	%

The Company has determined that there may be a future limitation on the Company’s ability to utilize its entire federal R&D credit carryover. Therefore, the Company recognized an uncertain tax benefit associated with the federal R&D credit carryover during the years ended December 31, 2020 and 2019, as follows:

Balance at December 31, 2018	$	—
Increases related to 2019		158,710
Increases related to prior periods		—
Balance at December 31, 2019		158,710
Increases related to 2020		244,698
Increases related to prior periods		—
Balance at December 31, 2020	$	403,408

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Company has determined that it had no other material uncertain tax benefits for the year ended December 31, 2020. The Company’s policy for recording interest and penalties related to uncertain tax provisions is to record them as a component of the provision for income taxes. The Company did not have any accrued interest or penalties associated with any unrecognized tax positions as of December 31, 2020 and 2019, and there were no such interest or penalties recognized during the years ended December 31, 2020 and 2019.

The Company has all tax years open to examination by federal tax and state tax jurisdictions. No income tax returns are currently under examination by taxing authorities.

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

+ References + Details

Note 10 - Leases, Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Leases and Other Commitments [Text Block]

10. Leases, Commitments and Contingencies

Leases

The Company leases certain laboratory space, office space, and equipment. Leases with an initial term of 12 months or less are not recorded on the Balance Sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company combines lease and non-lease components, if any. Most leases include one or more options to renew. The exercise of lease renewal options is at the Company’s sole discretion. Certain leases also include options to purchase the leased property. Consistent with past practice and current intent, the Company has recognized all such purchase options as part of its right-of-use assets and lease liabilities. The depreciable life of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company conducts its operations from leased facilities in Morrisville, North Carolina. As of December 31, 2020, the Company’s amended leases for its primary building is for usage of approximately 45,000 square feet of space expiring October 31, 2026. The leases are for general office, laboratory, research and development and light manufacturing space. The lease agreements require the Company to pay property taxes, insurance, common area expenses and maintenance costs. In November 2018, the Company amended the lease of its primary building to expand by 8,264 additional square footage expiring October 31, 2026 in exchange for terminating the Company’s other lease with the same landlord for 4,400 noncontiguous square feet. A tenant allowance of approximately $1.0 million was also made available for use to help fund the build out related to the expansion of the primary building lease. The incremental rent over the terminated lease for the first 12 months of this lease expansion amounts to $0.1 million, subject to lease escalation in subsequent periods. In June 2019, the Company signed a commitment to incur construction costs of up to $3.1 million related to the leasehold improvements for this lease expansion, against which the tenant allowance will be applied. The leasehold improvements were substantially completed in 2019 and the Company took occupancy of the additional square footage in 2019. The total construction costs incurred in 2019 approximated $2.8 million.

The Company leases specialized laboratory equipment under finance leases. The related right-of-use assets are amortized on a straight-line basis over the lesser of the lease term or the estimated useful life of the asset.

The Company does not have access to certain inputs used by its lessors to calculate the rate implicit in its finance leases. As such, the Company utilizes its estimated incremental borrowing rate for the discount rate applied to its finance leases. The incremental borrowing rate used on finance leases was 7.5%.

The Company’s lease cost is reflected in the accompanying Statements of Operations and Comprehensive Loss as follows:

		Year Ended December 31,
	Classification	2020		2019
Operating lease cost	General and administrative	$	780,470	$	884,597
Finance lease cost:
Amortization of lease assets	General and administrative		1,356,307		1,316,924
Interest on lease liabilities	Interest expense		125,659		190,687
Total Lease Cost		$	2,262,436	$	2,392,208

The weighted average remaining lease term and discount rates as of December 31, 2020 were as follows:

Weighted average remaining lease term (years):
Operating leases	5.8
Finance leases	0.9
Weighted average discount rate:
Operating leases	10.3	%
Finance leases	7.3	%

The discount rate for operating leases was estimated based upon market rates of collateralized loan obligations of comparable companies on comparable terms.

The future minimum lease payments as of December 31, 2020 were as follows:

	Operating			Finance
Year ending December 31:	Leases			Leases			Total
2021	$	1,207,708		$	957,193		$	2,164,901
2022		1,243,934			260,857			1,504,791
2023		1,283,253			—			1,283,253
2024		1,316,540			—			1,316,540
2025		1,355,923			—			1,355,923
Thereafter		1,157,807			—			1,157,807
Total minimum lease payments		7,565,165			1,218,050			8,783,215
Less: Interest		(1,894,194	)		(39,430	)		(1,933,624	)
Present value of lease liabilities	$	5,670,971		$	1,178,620		$	6,849,591

Other Commitments and Contingencies

In connection with the Merger Transaction, we agreed to issue additional consideration of up to 2,708,333 additional shares of common stock to the former equity holders of Raregen (now Liquidia PAH) contingent on achievement of certain Liquidia PAH revenue targets during the year ending December 31, 2021. As of December 31, 2020, the fair value of this contingent consideration was deemed to be immaterial.

In March 2012, the Company entered into an agreement, as amended, with Chasm Technologies, Inc. for manufacturing consulting services related to the Company’s manufacturing capabilities during the term of the agreement. The Company agreed to pay future contingent royalties on net sales totaling no more than $1,500,000, none of which were earned as of December 31, 2020.

We enter into contracts in the normal course of business with contract service providers to assist in the performance of our research and development and manufacturing activities. Subject to required notice periods and our obligations under binding purchase orders, we can elect to discontinue the work under these agreements at any time. In addition, we have entered into a multi-year agreement with LGM Pharma, LLC (LGM) to produce active pharmaceutical ingredients for LIQ861. Under our manufacturing agreement with LGM, we are required to provide rolling forecasts, a portion of which will be considered a binding, firm order, subject to an annual minimum purchase commitment of $3,050,000 for the term of the agreement. The agreement expires five years from the first marketing authorization approval of LIQ861. This minimum commitment was waived for the year ending December 31, 2021.

The Company from time-to-time is subject to claims and litigation in the normal course of business, none of which the Company believes represent a risk of material loss or exposure. See Note 13 for further discussion of pending legal proceedings.

We also have employment agreements with certain employees which require the funding of a specific level of payments, if certain events, such as a change in control or termination without cause, occur.

Note 11 - Long-term Debt

12 Months Ended

Dec. 31, 2020

Long-term Debt [Text Block]

11. Long-Term Debt

Long-term debt consisted of the following as of December 31, 2020 and 2019:

		December 31,		December 31,
	Maturity Date	2020		2019
Pacific Western Bank note	October 25, 2022	$	10,292,485	$	15,878,121
Less current portion			—		(5,585,637	)
Long-term debt, less current portion		$	10,292,485	$	10,292,484

Pacific Western Bank

In October 2018, Liquidia Technologies and Pacific Western entered into an Amended and Restated Loan and Security Agreement (“A&R LSA”) in which Liquidia Technologies received an initial tranche of $11.0 million to extinguish its existing debt of $8.0 million under the LSA, repay in full the $1.8 million in outstanding indebtedness under a promissory note and for general corporate purposes. The indebtedness under the A&R LSA bore interest at the greater of the Prime rate or 5% and had a four-year term maturing in October 2022. The A&R LSA provided for access to a second tranche of up to $5.0 million available to be drawn at Liquidia Technologies’ option through June 30, 2019. The second tranche became accessible as a result of the full enrollment of the LIQ861 INSPIRE clinical trial, without observing any materially adverse data through the two-week endpoint. The entire second tranche of $5.0 million was drawn by the Company in May 2019 bringing the total amount outstanding to $16.0 million. Both tranches required payments of interest-only through December 31, 2019.

The A&R LSA carried a one-time success fee of $375,000 and a prepayment penalty of 1% if the drawn tranche was prepaid prior to October 27, 2020. The success fee was triggered in December 2019 by the sale of common stock and was recorded as interest expense of $375,000 during the year ended December 2019. Accrued interest was included in Other accrued expenses in the Balance Sheets as of December 31, 2020 and 2019. The minimum cash covenant was $8.5 million. Pacific Western maintained a blanket lien on all assets excluding intellectual property, for which it was provided a negative pledge. Pursuant to the A&R LSA, the Company was also obligated to comply with various other customary covenants, including, among others, restrictions on its ability to dispose of assets, replace or suffer the departure of the CEO or CFO without delivering ten days’ prior written notification to Pacific Western, suffer a change on the Board of Directors which would result in the failure of at least one partner of Canaan Partners or their respective affiliates to serve as a voting member in each case without having used best efforts to deliver at least 15 days’ prior written notification to Pacific Western, make acquisitions, be acquired, incur indebtedness, grant liens, make distributions to its stockholders, make investments, enter into certain transactions with affiliates or pay down subordinated debt, subject to specified exceptions.

In May 2019, the Company and Pacific Western entered into a First Amendment to A&R LSA to provide for a limit of $2.5 million of Liquidia Technologies’ capital expenditures during the year ended December 31, 2019. As of December 31, 2020, the Company was in compliance with all covenants under the A&R LSA.

On July 3, 2020, the Company, Liquidia Technologies, Liquidia Merger Sub and RareGen Merger Sub entered into a Joinder and Second Amendment to the A&R LSA (the “Second Amendment”), with Pacific Western pursuant to which, among other things, (i) the Company, Liquidia Merger Sub and RareGen Merger Sub executed a joinder to the A&R LSA for the purpose of acknowledging that it shall be a “Borrower” along with Liquidia Technologies thereunder and, in connection therewith, collaterally assigned and transferred to Pacific Western, and grant the Bank a continuing security interest in, all of such parties’ now owned and existing or hereafter acquired and arising assets of “Collateral” (as defined in the A&R LSA), (ii) the Borrowers shall not make any payments pursuant to that certain Litigation Funding and Indemnification Agreement, entered into by and between RareGen and the Members’ Representative prior to closing the Merger Transaction, without Pacific Western’s consent unless such payments are reimbursed within 30 days and do not exceed $250,000 at any time and (iii) the definition of “Permitted Indebtedness” was amended to accommodate the transactions contemplated by the Litigation Funding and Indemnification Agreement.

On February 26, 2021 (the “Effective Date”), the Company and its two wholly owned subsidiaries, Liquidia Technologies and Liquidia PAH, entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank, a California corporation, as lender (“SVB”). The Loan Agreement established a term loan facility in the aggregate principal amount of up to $20.5 million (the “Term Loan Facility”). An initial $10.5 million (the “Term A Loan”) was funded on March 1, 2021 and was used to satisfy the Company’s existing obligations under the A&R LSA, consisting of approximately $9.4 million in outstanding principal and interest, and such obligations are considered fully repaid and terminated as of that date, with the excess proceeds funded to the Company. As a result of the refinance, the entire balance of outstanding debt related to the A&R LSA at December 31, 2020 has been presented as noncurrent in accordance with ASC 470-10-45-14. See Note 14 for additional details regarding the Loan Agreement.

Note 12 - Defined Contribution Retirement Plan

12 Months Ended

Dec. 31, 2020

Defined Contribution Plan [Text Block]

12. Defined Contribution Retirement Plan

The Company maintains a defined contribution 401(k) retirement plan for its employees, pursuant to which employees who have completed sixty days of service may elect to contribute a portion of their compensation on a tax-deferred basis up to the maximum amount permitted by the Internal Revenue Code. The Company provides a 4% matching contribution to eligible employee contributions. Matching contributions are paid subsequent to the year to which they relate. The Company’s matching contributions for the years ended December 31, 2020 and 2019 were $416,345 and $400,378, respectively, and such amounts were included in Other Accrued Expenses on the Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively.

Note 13 - Legal Proceedings

12 Months Ended

Dec. 31, 2020

Legal Matters and Contingencies [Text Block]

13. Legal Proceedings

LIQ861-Related Litigation

On June 4, 2020, United Therapeutics filed a complaint for patent infringement against us in the U.S. District Court for the District of Delaware (Case No. 1:20-cv-00755-UNA) (the “Hatch-Waxman Litigation”), asserting infringement by us of U.S. Patent Nos. 9,604,901, entitled “Process to Prepare Treprostinil, the Active Ingredient in Remodulin®” (the “’901 Patent”), and 9,593,066, entitled “Process to Prepare Treprostinil, the Active Ingredient in Remodulin®” (the “’066 Patent”), relating to United Therapeutics’ Tyvaso®, a nebulized treprostinil solution for the treatment of PAH. On July 16, 2020, we filed an answer to United Therapeutics’ complaint and also included counterclaims of invalidity, non-infringement, and Orange Book de-listing of the ’901 Patent and ’066 Patent. United Therapeutics seeks a judgment that the asserted patents are infringed and an injunction of FDA final approval and subsequent commercial launch of LIQ861 product until after the latest to expire asserted patent. United Therapeutics’ complaint is in response to the Company’s NDA for LIQ861, filed with the FDA, requesting approval to market LIQ861, a dry powder inhalation of treprostinil for the treatment of PAH. The LIQ861 NDA was filed under the 505(b)(2) regulatory pathway with Tyvaso® as the reference listed drug. Under the Hatch-Waxman Act, the FDA is automatically precluded from approving the LIQ861 NDA for up to 30 months, absent an earlier judgment unfavorable to United Therapeutics by the court. Although the Company believes its LIQ861 dry powder inhaler for the treatment of PAH is highly differentiated from Tyvaso®, since the Company is seeking approval of the LIQ861 NDA under the 505(b)(2) regulatory pathway, the LIQ861 NDA is subject to the provisions of the Hatch-Waxman Act.

On July 21, 2020, the U.S. Patent and Trademark Office (the “USPTO”) issued U.S. Patent No. 10,716,793 (the “793 Patent”), entitled “Treprostinil Administration by Inhalation”, to United Therapeutics. On July 22, 2020, United Therapeutics filed an amended complaint in the Hatch-Waxman Litigation asserting infringement of the ‘793 Patent by the practice of LIQ861. The infringement allegation of the ‘793 Patent is separate from the 30-month regulatory stay on final approval of the NDA for LIQ861, which is only associated with the infringement allegations of the ‘901 Patent and the ‘066 Patent. The Company intends to make a certification with respect to the ‘793 Patent in its future resubmission of the NDA for LIQ861. United Therapeutics’ motion to dismiss the Company’s invalidity defenses and counterclaims concerning the ‘793 Patent was denied by the U.S. District Court for the District of Delaware on November 3, 2020.

On July 30, 2020, Judge Andrews, presiding over the Hatch-Waxman Litigation, conducted a scheduling conference and set a claim construction hearing in May 2021 and set the trial to begin in March 2022.

On March 30, 2020, the Company filed two petitions for inter partes review with the Patent Trial and Appeal Board (the “PTAB”) of the USPTO. One petition was for inter partes review of the ‘901 Patent, and sought a determination that the claims in the ‘901 Patent are invalid, and a second petition was for inter partes review of the ‘066 Patent, and sought a determination that the claims in the ‘066 Patent are invalid. Both the ‘901 Patent and ‘066 Patent are owned by United Therapeutics, and both patents are related to U.S. Patent No. 8,497,393 which was granted to United Therapeutics and subsequently invalidated by the USPTO in an inter partes review instituted in 2016 by SteadyMed Ltd. On October 13, 2020, the PTAB instituted an inter partes review of the ‘901 Patent and concurrently denied institution on the ‘066 Patent, stating that the ‘066 petition has not established a reasonable likelihood that it would prevail in showing that at least one of the challenged claims is unpatentable. A final written decision determining the validity of the challenged claims of the ‘901 Patent is expected within 12 months from institution.

On January 7, 2021, the Company filed a petition for inter partes review with the PTAB, relating to the ‘793 patent, seeking a determination that the claims in the ‘793 patent are invalid. A determination by the PTAB to institute the petition is expected in the third quarter of 2021, and a final written decision determining the validity of the challenged claims of the ‘793 patent, if the petition is instituted by the PTAB, is expected within 12 months from institution.

Liquidia PAH-Related Litigation

On April 16, 2019, Sandoz and Liquidia PAH (then known as RareGen) filed a complaint against United Therapeutics and Smiths Medical in the District Court of New Jersey (Case No. No. 3:19-cv-10170), (the “UTC/Smiths Medical litigation”), alleging that United Therapeutics and Smiths Medical violated the Sherman Antitrust Act of 1890, state law antitrust statutes and unfair competition statutes by engaging in anticompetitive acts regarding the drug treprostinil for the treatment of PAH. On March 20, 2020, Sandoz and Liquidia PAH filed a first amended complaint adding a claim that United Therapeutics breached a settlement agreement that was entered into in 2015, in which United Therapeutics agreed to not interfere with Sandoz’s efforts to launch its generic treprostinil, by taking calculated steps to restrict and interfere with the launch of Sandoz’s competing generic product. United Therapeutics developed treprostinil under the brand name Remodulin® and Smiths Medical manufactured a pump and cartridges that are used to inject treprostinil into patients continuously throughout the day. Sandoz and Liquidia PAH allege that United Therapeutics and Smiths Medical entered into anticompetitive agreements (i) whereby Smiths Medical placed restrictions on the cartridges such that they can only be used with United Therapeutics’ branded Remodulin® product and (ii) requiring Smiths Medical to enter into agreements with specialty pharmacies to sell the cartridges only for use with Remodulin®.

On January 29, 2020, the court denied Liquidia PAH’s and Sandoz’s motion for a preliminary injunction and United Therapeutics’ and Smiths Medicals’ motion to dismiss. On November 6, 2020, Sandoz and Liquidia PAH entered into a term sheet with Smiths Medical, in order to resolve the outstanding UTC/Smiths Medical litigation solely with respect to disputes between Smiths Medical, Liquidia PAH and Sandoz (the “Term Sheet”). In accordance with the Term Sheet, former RareGen members and Sandoz received a payment of $4.25 million, or the Settlement Proceeds, which was evenly split between the parties. In addition, pursuant to the Term Sheet, Smiths Medical disclosed and made available to Sandoz and Liquidia PAH certain specifications and other information related to the cartridge that Smiths Medical developed and manufactures for use with the CADD-MS 3 Infusion pump, or the CADD-MS 3 Cartridge. Pursuant to the Term Sheet, Smiths Medical also granted Liquidia PAH and Sandoz a non-exclusive, royalty-free license in the United States to Smiths Medical’s patents and copyrights associated with the CADD-MS 3 Cartridge and certain other information for use of the CADD-MS 3 pump and the CADD-MS 3 Cartridges. As of the date of this Annual Report on Form 10-K, the UTC/Smiths Medical litigation was still in process.

Note 14 - Subsequent Event

12 Months Ended

Dec. 31, 2020

Subsequent Events [Text Block]

14. Subsequent Event

On February 26, 2021 (the “Effective Date”), the Company and its two wholly owned subsidiaries, Liquidia Technologies and Liquidia PAH entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank, a California corporation, as lender (“Lender”).

The Loan Agreement established a term loan facility in the aggregate principal amount of up to $20.5 million (the “Term Loan Facility”). An initial $10.5 million (the “Term A Loan”) was funded to the Company on the Effective Date. Availability of $5.0 million under the second tranche of the Term Loan Facility (the “Term B Loan”) is conditioned upon Liquidia having received tentative U.S. Food and Drug Administration (FDA) approval for LIQ861 by June 30, 2022, and availability of $5.0 million under the third tranche of the Term Loan Facility (the “Term C Loan” and, collectively with the Term A Loan and Term B Loan, the “Term Loans”) is conditioned upon Liquidia having received final and unconditional FDA approval for LIQ861 by December 31, 2022. The entire Term A Loan was used to satisfy the Company’s existing obligations under its previously disclosed Amended and Restated Loan and Security Agreement, dated as of October 26, 2018, as amended, by and between Liquidia and Pacific Western Bank, consisting of approximately $9.4 million in outstanding principal and interest, and such obligations are considered fully repaid and terminated.

As security for its obligations under the Loan Agreement, Liquidia granted Lender a continuing security interest in substantially all of the assets of Liquidia, other than intellectual property.

The Term Loans made under the Term Loan Facility mature on September 1, 2024 (the “Maturity Date”) and have an interest-only monthly payment period through March 31, 2023 (the “Interest-Only Period”). Following the Interest-Only Period, the Company will begin making monthly payments of principal and interest until the Maturity Date. Interest will accrue on the unpaid principal balance of the outstanding Term Loans at a floating per annum rate equal to the greater of (i) the Wall Street Journal prime rate plus 0.75% and (ii) four percent (4.0%). Furthermore, on the earliest to occur of (x) the Maturity Date, (y) the date the Term Loans are repaid in full or (z) the date of termination of the Loan Agreement, the Company shall pay to Lender five percent (5.0%) of the aggregate original principal amount of all Term Loans made by the Lender (the “Final Payment”).

In the event that Liquidia elects to terminate the Term Loan Facility in its entirety, it may do so at any time by paying the outstanding principal balance, unpaid accrued interest, the Final Payment and a prepayment fee equal to (i) five percent (5.0%) of the outstanding principal balance, if such prepayment is made during the Interest-Only Period or (ii) zero, if such prepayment is made after the Interest-Only Period and before the Maturity Date.

Subject to certain exceptions, the Loan Agreement contains covenants prohibiting the Company from, among other things, and subject to certain limited exceptions: (a) conveying, selling, leasing, transferring or otherwise disposing of its properties or assets; (b) liquidating or dissolving; (c) engaging in any business other than the business currently engaged in or reasonably related thereto by it or any of its subsidiaries; (d) engaging in mergers or acquisitions; (e) incurrence of additional indebtedness; (f) allowing any lien or encumbrance on any of its property; (g) paying any dividends; (h) repurchasing its equity; and (i) making payment on subordinated debt. In addition, the Loan Agreement requires Liquidia to maintain an unrestricted and unencumbered “Minimum Cash Balance” (as defined therein) equal to at least (i) $30.0 million during the period commencing on the Effective Date and including the date immediately prior to the funding date of the Term B Loan (the “Term B Loan Funding Date”) and (ii) during the period commencing on the Term B Loan Funding Date through and including the date immediately prior to the funding date of the Term C Loan (the “Term C Loan Funding Date”), $35.0 million. Moreover, in the event the Minimum Cash Balance is not achieved during any calendar quarter during the term of the Loan Agreement, the Loan Agreement requires Liquidia to maintain cumulative “Cash Burn” (as defined in the Loan Agreement) for the periods ending March 31, 2021, June 30, 2021, September 30, 2021, December 31, 2021, March 31, 2022 and June 30, 2022 and for each calendar quarter thereafter equal to $10.5 million, $17.0 million, $23.0 million, $28.5 million, $33.5 million and $38.0 million, respectively; provided, however, that the above amounts shall be increased by an amount equal to 75% of the aggregate net cash proceeds received by the Company from the sale of the Company’s equity securities on or after the Effective Date but on or prior to the last day of such calendar quarter; provided, further, that upon the Term C Loan Funding Date, the Cash Burn covenant shall no longer apply.

The Loan Agreement also contains customary events of default, including among other things, the Company’s failure to make any principal or interest payments when due, the occurrence of certain bankruptcy or insolvency events or the Company’s breach of the covenants under the Loan Agreement, or other material adverse changes relating to Liquidia. Furthermore, per the Loan Agreement, an event of default shall occur upon any formal court ruling against Liquidia that the Lender determines in its good faith busines judgment is reasonably likely to prohibit its ability to obtain final approval from the FDA with respect to its New Drug Application for LIQ861 or impair or delay Liquidia’s ability to commercialize LIQ861 as currently contemplated. Upon the occurrence of an event of default, SVB may, among other things, accelerate Liquidia’s obligations under the Loan Agreement.

In connection with the Loan Agreement, the Company issued to the Lender a warrant, dated as of the Effective Date (the “Warrant”) to purchase up to 200,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), of which (x) 100,000 shares vested on the Effective Date, with an exercise price per share equal to $3.05, and (y) 50,000 shares shall vest on each of the Term B Loan Funding Date and Term C Loan Funding Date, with an exercise price per share equal to the lower of (i) the trailing 10-day average price of the Common Stock on the applicable funding date and (ii) the closing price per share of Common Stock on the trading day prior to applicable funding date. The Warrant is exercisable for ten (10) years from the date of issuance, and will be exercised automatically on a net issuance basis if not exercised prior to the expiration date and if the then-current fair market value of one share of Common Stock is greater than the exercise price then in effect.

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

Consolidation, Policy [Policy Text Block]

Consolidation

The accompanying consolidated financial statements include the Company’s wholly owned subsidiaries, Liquidia Technologies and Liquidia PAH. All intercompany accounts and transactions have been eliminated.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. These estimates are based on historical experience and various other assumptions believed reasonable under the circumstances. The Company evaluates its estimates on an ongoing basis and makes changes to the estimates and related disclosures as experience develops or new information becomes known. Actual results will most likely differ from those estimates.

Reclassification, Comparability Adjustment [Policy Text Block]

Revision of Previously Issued Financial Statements

During the three months ended June 30, 2020, the Company identified an error in the matter in which it calculated diluted weighted common shares outstanding and diluted net loss per common share. While the Company has included common stock warrants whose exercise price is de minimis in the calculation of basic weighted average common shares outstanding and basic net loss per common share, these warrants were inappropriately excluded from the calculation of diluted weighted common shares outstanding and diluted net loss per common share, which resulted in an error in those previously reported amounts for the year ended December 31, 2019. The Company has evaluated this error and determined that this presentation error was not material to any prior annual or interim periods. However, the Company is revising the previously presented December 31, 2019 diluted weighted common shares outstanding and diluted net loss per common share as follows:

	Year Ended
	December 31, 2019
	As Presented			As Revised

Net loss per common share: Diluted	$	(2.59	)	$	(2.57	)

Diluted weighted average shares outstanding		18,371,083			18,482,455

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash

The Company considers all highly liquid investments with a maturity of three months or less, when purchased, to be cash equivalents. The Company had no cash equivalents as of December 31, 2020 and 2019.

Accounts Receivable [Policy Text Block]

Accounts Receivable

Accounts receivable are stated at net realizable value including an allowance for doubtful accounts as of each balance sheet date, if applicable. The Company has not recorded an allowance for doubtful accounts during the years ended December 31, 2020 and 2019.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of default by the financial institutions holding its cash to the extent of amounts recorded on the balance sheet. With regard to cash, 99% of the Company’s cash is held on deposit with Pacific Western Bank (“Pacific Western”). With regard to revenues and concentration of credit risk, GlaxoSmithKline plc (“GSK” and “GSK Inhaled”) accounted for $0 and $8.1 million of our revenue during the years ended December 31, 2020 and 2019, respectively, or 0% and 100%, respectively, of our total revenue. Sandoz accounted for $0.7 million and $0 of our revenue during the years ended December 31, 2020 and 2019, respectively, or 100% and 0%, respectively, of our total revenue.

Lessee, Leases [Policy Text Block]

Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases, as amended (Topic 842) (“ASU 2016-02”). The Company adopted Topic 842, as amended, as of January 1, 2019, using the modified retrospective approach. The modified retrospective approach provided a method for recording existing leases at adoption that approximates the results of a full retrospective approach in the year of adoption. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among others, allowed the Company to carry forward the historical lease classification. Adoption of ASU 2016-02 resulted in the recording of net lease assets and lease liabilities of approximately $6.4 million and $9.1 million respectively, as of January 1, 2019. The net impact of applying Topic 842 was recorded as an adjustment to increase the accumulated deficit by $0.6 million as of January 1, 2019. Adoption of ASU 2016-02 had no impact on the Statement of Cash Flows.

The provisions of ASU 2016-02 set out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. The Company has elected to account for leases with a term of 12 months or less in a similar manner as under existing guidance for operating leases. For operating leases, the asset and liability is expensed over the lease term on a straight-line basis, with all cash flows classified as an operating activity in the Statement of Cash Flows. For finance leases, interest on the lease liability is recognized separately from the amortization of the right-of-use asset in the Statement of Operations and Comprehensive Loss and the repayment of the principal portion of the lease liability is classified as a financing activity, while the interest component is classified as an operating activity in the Statement of Cash Flows.

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

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment is computed using the straight-line method over the estimated useful lives of the assets beginning when the assets are placed in service. Estimated useful lives for the major asset categories are:

Major renewals and improvements are capitalized to the extent that they increase the useful economic life or increase the expected economic benefit of the underlying asset. Maintenance and repairs are charged to operations as incurred. When items of property, plant and equipment are sold or retired, the related cost and accumulated depreciation or amortization is removed from the accounts, and any gain or loss is included in operating expenses in the accompanying Statements of Operations and Comprehensive Loss.

Business Combinations Policy [Policy Text Block]

Business Combination

In a business combination, the acquisition method of accounting requires that the assets acquired and liabilities assumed be recorded as of the date of the acquisition at their respective fair values with limited exceptions. Assets acquired and liabilities assumed in a business combination that arise from contingencies are generally recognized at fair value. If fair value cannot be determined, the asset or liability is recognized if probable and reasonably estimable; if these criteria are not met, no asset or liability is recognized. Transaction costs and costs to restructure the acquired company are expensed as incurred. The operating results of the acquired business are reflected in the Company’s consolidated financial statements after the date of the acquisition.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Long-Lived Assets

The Company reviews long-lived assets, including definite-life intangible assets, for realizability on an ongoing basis. Changes in depreciation and amortization, generally accelerated depreciation and variable amortization, are determined and recorded when estimates of the remaining useful lives or residual values of long-term assets change. The Company also reviews for impairment when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. In those circumstances, the Company performs undiscounted operating cash flow analyses to determine if an impairment exists. When testing for asset impairment, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. Any impairment loss is calculated as the excess of the asset’s carrying value over its estimated fair value. Fair value is estimated based on the discounted cash flows for the asset group over the remaining useful life or based on the expected cash proceeds for the asset less costs of disposal. Any impairment losses would be recorded in the consolidated statements of operations. To date, no such impairments have occurred.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill

The Company acquired goodwill on its balance sheet during the fourth quarter of 2020 from the Merger Transaction. The Company assesses goodwill for impairment at least annually as of July 1 or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company has one reporting unit. The Company has the option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, in which case a quantitative impairment test is not required.

Per ASU 2017-04 the quantitative goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not impaired. An impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the fair value up to the amount of goodwill allocated to the reporting unit. Income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit are considered when measuring the goodwill impairment loss, if applicable.

As of December 31, 2020 the Company concluded there were no events or changes in circumstances that indicated that the carrying amount of goodwill was not recoverable.

Revenue from Contract with Customer [Policy Text Block]

Revenue Recognition from Promotion Agreements

The Company recognizes revenue in accordance with Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of Topic 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

●

Step 1: Identify the contract with the customer

●

Step 2: Identify the performance obligations in the contract

●

Step 3: Determine the transaction price

●

Step 4: Allocate the transaction price to the performance obligations in the contract

●

Step 5: Recognize revenue when the company satisfies a performance obligation

In order to identify the performance obligations in a contract with a customer, the Company assesses the promised goods or services in the contract and identifies each promised good or service that is distinct.

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both.

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company evaluates any non-cash consideration, consideration payable to the customer, potential returns and refunds, and whether consideration contains a significant financing element in determining the transaction price.

Revenue is measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a service to a customer. The amount of revenue recognized reflects estimates for refunds and returns, which are presented as a reduction of Accounts receivable where the right of setoff exists.

On August 1, 2018, the Company partnered with Sandoz in the Promotion Agreement to launch the first-to-file generic of Treprostinil Injection for the treatment of patients with PAH. Under the Promotion Agreement, the Company provides certain promotional and nonpromotional activities on an exclusive basis for the product in the United States of America for the treatment of PAH, in exchange for a share of Sandoz’s net profits, as defined within the Promotion Agreement. In addition, the Company paid Sandoz $20 million at the inception of the Promotion Agreement, in consideration for the right to conduct the promotional activities for the product. In exchange for its services, the Company is entitled to receive a portion of net profits based on specified profit levels associated with the product.

The Company determined that certain activities within the contract are within the scope of ASC 808, Collaborative Arrangements. The commercialization of the product is a joint operating activity where the Company will provide promotional activities for Sandoz’s intellectual property and Sandoz will be responsible for items such as supply of the product, distribution to customers, managing sales, processing returns, and regulatory matters, and protection of patents. Both parties will be active participants, each carrying out its assigned responsibilities, and participating in the joint operating activity and will share in the risks and rewards of the commercialization through the profit-sharing arrangement.

In addition, the Company determined that the services provided under the Promotion Agreement fall within the scope of Topic 606. The promotional activities the Company performs are one of the services the Company expects to provide as part of its ordinary activities, and it is receiving consideration for this service from Sandoz in the form of a share of “Net Profits” (as defined in the Promotion Agreement). The Company has one combined performance obligation under the Promotion Agreement, which is to perform promotional and non-promotional activities to encourage the appropriate use of the product in accordance with the product labeling and applicable law. As such, and in accordance with ASU 2018-18: Clarifying the Interaction between Topic 808 and Topic 606, the Company will account for the entire Promotion Agreement under Topic 606.

Revenue Recognition from Research and Development Services

The Company derives collaboration revenue primarily from licensing its proprietary PRINT technology and from performing research and development services. Collaboration revenues are recognized as services are performed in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services and technology.

The transaction price for these contracts includes non-refundable fees and fees for research and development services. Non-refundable up-front fees which may include, for example, an initial payment upon effectiveness of the contractual relationship or payment to secure a right for a future license, are recorded as deferred revenue and recognized into revenue over time as the Company provides the research services under the contract required to advance the products to the point where the Company is able to transfer control of the licensed technology to the customer (“Technology Transfer”). The contract consideration may also include additional non-refundable payments due to the Company based on the achievement of research, development, regulatory or commercialization milestone events. In agreements involving multiple goods or services promised to be transferred to customers, the Company must assess, at the inception of the contract, whether each promise represents a separate performance obligation (i.e., is “distinct”), or whether such promises should be combined as a single performance obligation. As these goods and services are considered to be highly interrelated, they may be considered to represent a single, combined performance obligation. The Company includes an estimate of the probable amount of milestone payments to which it will be entitled in the transaction price. The estimate requires evaluation of factors which are outside of the Company’s control and significantly limit the Company’s ability to achieve the remaining milestone payments. Therefore, the Company has not included any future milestone payments in the transaction price allocated to research, development and licensing agreements as of December 31, 2020 or December 31, 2019. The Company revises the transaction price to include milestone payments once the specific milestone achievement is not considered to be subject to a significant reversal of revenue. At that time, the estimated transaction price is adjusted and a cumulative catch-up adjustment is recorded to adjust the amount of revenue to be recognized from the license inception to the date the milestone was deemed probable of achievement. The milestone is included with other non-refundable up-front fees and recognized into revenue over time as the Company continues to provide services under the contract through the Company’s Technology Transfer. The amount of revenue recognized is based on the proportion of total research services performed to date to the expected services to be provided through the Technology Transfer.

The estimate of the research services to be provided through the Technology Transfer requires significant judgment to evaluate assumptions regarding the level of effort required for the Company to have performed sufficient obligations for the customer to be able to utilize the licensed technology without requiring further services from the Company. If the estimated level of effort changes, the remaining deferred revenue is recognized over the revised period in which the expected research services and Technology Transfer are required. Changes in estimates occur for a variety of reasons, including but not limited to (i) research and development acceleration or delays, (ii) customer prioritization of research projects, or (iii) results of research and development activities. The Company recognizes the consideration it is entitled to receive for research and development services, which are primarily billed quarterly in arrears on a time and materials basis, as the services are performed (under a proportional performance model) and collection is reasonably assured. Additionally, any up-front or development milestone payments received are also recognized as revenues, over time, under this same proportional performance model.

Royalties related to product sales will be recognized as revenue when the sale occurs since payments relate directly to products that will have been fully developed and for which the Company will have satisfied all of its performance obligations.

Segment Reporting, Policy [Policy Text Block]

Segment Information

U.S. GAAP requires segmentation based on an entity’s internal organization and reporting of revenue and operating income based upon internal accounting methods commonly referred to as the “management approach.” Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (CODM), or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it has one operating segment.

Research and Development Expense, Policy [Policy Text Block]

Research and Development Expense

Research and development costs are expensed as incurred and include direct costs incurred to third parties related to the salaries of, and share-based compensation for, personnel involved in research and development activities, contractor fees, grant expenses, administrative expenses and allocations of research-related overhead costs. Administrative expenses and research-related overhead costs included in research and development expense consist of allocations of facility and equipment lease charges, depreciation and amortization of assets and insurance directly related to research and development activities.

Patent Maintenance, Policy [Policy Text Block]

Patent Maintenance

The Company is responsible for all patent costs, past and future, associated with the preparation, filing, prosecution, issuance, maintenance, enforcement and defense of United States patent applications. Such costs are recorded as general and administrative expenses as incurred. To the extent that the Company’s licensees share these costs, such benefit is recorded as a reduction of the related expenses.

Share-based Payment Arrangement [Policy Text Block]

Share-Based Compensation

The Company estimates the grant date fair value of its share-based awards and amortizes this fair value to compensation expense over the requisite service period or vesting term (see Note 5).

Earnings Per Share, Policy [Policy Text Block]

Net Loss Per Share

Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration of common stock equivalents.

Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the diluted net loss per share calculation, stock options and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. Due to their anti-dilutive effect, the calculation of diluted net loss per share for the years ended December 31, 2020 and 2019 does not include the following common stock equivalent shares:

	Year Ended December 31,
	2020		2019
Stock options		2,652,525		1,979,411
Restricted stock units		98,705		—
Total		2,751,230		1,979,411

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

The carrying values of cash, accounts receivable, and accounts payable at December 31, 2020 and 2019 approximated their fair value due to the short maturity of these instruments.

The Company’s valuation of financial instruments is based on a three-tiered approach, which requires that fair value measurements be classified and disclosed in one of three tiers. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities;

Level 2 — Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly; and

Level 3 — Unobservable inputs for the asset and liability used to measure fair value, to the extent that observable inputs are not available.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables present the placement in the fair value hierarchy of financial liabilities measured at fair value as of December 31, 2020 and 2019:

December 31, 2020

Quoted

Prices in

Active

Markets

(Level 1)

Significant

Other

Observable

Inputs

(Level 2)

Significant

Unobservable

Inputs

(Level 3)

Carrying

Value

Pacific Western Bank note - A&R LSA

—

9,842,069

—

10,292,485

December 31, 2019

Quoted

Prices in

Active

Markets

(Level 1)

Significant

Other

Observable

Inputs

(Level 2)

Significant

Unobservable

Inputs

(Level 3)

Carrying

Value

Pacific Western Bank note - A&R LSA

—

14,094,792

—

15,878,121

The fair value of debt is measured in accordance with ASU 2016-01, Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The fair value is determined based on the remaining years to maturity, interest and principal payments, as well as an interest rate consistent with the Company’s current estimated cost of debt.

Deferred Charges, Policy [Policy Text Block]

Deferred Offering Costs

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such equity financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity as a reduction of proceeds generated as a result of the offering.

Income Tax, Policy [Policy Text Block]

Income Taxes

The asset and liability method is used in the Company’s accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets when realization of the tax benefit is uncertain.

A valuation allowance is recorded, if necessary, to reduce net deferred taxes to their realizable values if management believes it is more likely than not that the net deferred tax assets will not be realized.

The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

In October 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 ("ASU 2018-18"). The provisions of ASU 2018-18 clarify when certain transactions between collaborative arrangement participants should be accounted for under ASC 606 and incorporates unit-of-account guidance consistent with ASC 606 to aid in this determination. The guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2019, with early adoption permitted. The Company adopted ASU 2018-18 effective January 1, 2020 and it did not have an effect on the Company's consolidated financial statements for the year ended December 31, 2020.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which eliminated the requirement to calculate the implied fair value of goodwill. An entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The update also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. The guidance was effective for the Company’s interim and annual reporting periods during the year ending December 31, 2020. The adoption of this accounting guidance did not have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses, which provides new guidance on the accounting for credit losses on financial instruments. The new guidance introduces an expected loss model for estimating credit losses, replacing the incurred loss model. The new guidance also changes the impairment model for available-for-sale debt securities, requiring the use of an allowance to record estimated credit losses (and subsequent recoveries). The Company adopted the new guidance effective January 1, 2020. The adoption of this accounting guidance had no impact on the Company’s consolidated financial statements.

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Schedule of Error Corrections and Prior Period Adjustments [Table Text Block]

	Year Ended
	December 31, 2019
	As Presented			As Revised

Net loss per common share: Diluted	$	(2.59	)	$	(2.57	)

Diluted weighted average shares outstanding		18,371,083			18,482,455

Schedule of Property, Plant and Equipment, Useful Life [Table Text Block]

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

	Year Ended December 31,
	2020		2019
Stock options		2,652,525		1,979,411
Restricted stock units		98,705		—
Total		2,751,230		1,979,411

Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block]

December 31, 2020

Quoted

Prices in

Active

Markets

(Level 1)

Significant

Other

Observable

Inputs

(Level 2)

Significant

Unobservable

Inputs

(Level 3)

Carrying

Value

Pacific Western Bank note - A&R LSA

—

9,842,069

—

10,292,485

December 31, 2019

Quoted

Prices in

Active

Markets

(Level 1)

Significant

Other

Observable

Inputs

(Level 2)

Significant

Unobservable

Inputs

(Level 3)

Carrying

Value

Pacific Western Bank note - A&R LSA

—

14,094,792

—

15,878,121

Note 3 - Acquisition of RareGen LLC (now Liquidia PAH, LLC) (Tables)

12 Months Ended

Dec. 31, 2020

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

Number of common shares to be issued to RareGen’s members		6,166,666
Multiplied by the fair value per share of Liquidia Technologies common stock	$	3.38
Total estimated purchase price	$	20,843,331

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Cash	$	1,000,000
Property and equipment		79,330
Prepaid and other current assets		30,190
Intangible asset		5,620,000
Contract acquisition costs		12,980,000
Indemnification asset		1,065,538
Goodwill		3,903,282
Less other current liabilities		(492,499	)
Less refund liability		(2,696,000	)
Less litigation finance payable, current		(646,510	)
Total estimated purchase price	$	20,843,331

Business Acquisition, Pro Forma Information [Table Text Block]

Revenue	$	739,628
Costs and expenses:
Cost of revenue		237,712
Research and development		35,919
General and administrative		216,787
Total costs and expenses		490,418
Total operating income and net income	$	249,210

	Years Ended
	December 31,
	2020			2019
Revenue	$	4,756,625		$	18,160,476
Net loss	$	(57,406,967	)	$	(52,876,681	)
Net loss per common share, basic and diluted	$	(1.48	)	$	(2.15	)

Note 5 - Share-based Compensation (Tables)

12 Months Ended

Dec. 31, 2020

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

	Year Ended December 31,
By Expense Category:	2020		2019
Research and development	$	1,099,000	$	1,119,382
General and administrative		2,855,000		2,256,923
Total	$	3,954,000	$	3,376,305

	Year Ended December 31,
By Type of Award:	2020		2019
Stock Options	$	3,817,000	$	3,240,376
Restricted Stock Units		137,000		135,929
Total	$	3,954,000	$	3,376,305

Share-based Payment Arrangement, Nonvested Award, Cost [Table Text Block]

	As of December 31, 2020
	Unamortized Expense		Weighted Average Remaining Recognition Period (Years)
Stock Options	$	10,977,000		3.5
Restricted Stock Units	$	359,000		3.1

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

	Year Ended
	December 31,
	2020				2019
Expected dividend yield			—%				—%
Risk-free interest rate		0.40%	-	1.60%		1.40%	-	2.40%
Expected Volatility		87%	-	94%		83%	-	88%
Expected life (years)		5.8	-	6.2			6.04

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

	Number of Shares			Weighted Average Exercise Price		Weighted Average Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding as of December 31, 2019		2,052,976		$	9.33
Granted		3,481,191		$	3.75
Exercised		(91,413	)	$	2.28
Cancelled		(750,683	)	$	8.22
Outstanding as of December 31, 2020		4,692,071		$	5.51		7.2	$	37,996
Exercisable as of December 31, 2020		1,167,357		$	8.77		2.9	$	1,196
Vested and expected to vest as of December 31, 2020		4,572,623		$	5.47		7.2	$	37,996

Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block]

Exercise Price or Range of Exercise Price			Options Outstanding		Weighted Average Contractual Life (Years)		Options Exercisable
$1.85	to	$2.79		233,771		9.8		3,771
	$3.00			2,000,000		9.9		—
$3.14	to	$3.40		595,233		6.0		78,174
$3.64	to	$7.95		670,899		5.8		308,379
$8.00	to	$9.01		8,780		4.9		6,213
	$9.31			515,990		2.8		394,976
$10.04	to	$21.36		667,398		3.9		375,844
				4,492,071		7.2		1,167,357

Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value [Table Text Block]

	Year Ended December 31,
	2020		2019
Intrinsic value of options exercised	$	176,433	$	266,040
Fair value of options vested	$	4,178,659	$	4,131,982

Schedule of Nonvested Restricted Stock Units Activity [Table Text Block]

	Number of RSUs			Weighted Average Grant-Date Fair Value (per RSU)
Nonvested as of December 31, 2019		7,493		$	28.87
Granted		138,614			3.32
Vested		(2,810	)		28.87
Forfeited		(55,166	)		3.31
Nonvested as of December 31, 2020		88,131		$	4.68

Note 7 - Revenue From Contracts With Customers (Tables)

12 Months Ended

Dec. 31, 2020

Disaggregation of Revenue [Table Text Block]

	Revenue for the Year Ended December 31,
	2020		2019
Sandoz Promotion Agreement	$	739,628		—
GSK Inhaled revenue:
Non-refundable milestones		—		1,345,320
Non-refundable upfront payments		—		6,726,600
Total GSK Inhaled revenue		—		8,071,920
Other research and development services		—		200
Total Revenue	$	739,628		8,072,120

Note 8 - Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Table Text Block]

	December 31,			December 31,
	2020			2019
Lab and build-to-suit equipment	$	7,499,645		$	7,562,263
Office equipment		31,205			128,669
Furniture and fixtures		257,774			237,951
Computer equipment and software		404,558			804,046
Leasehold improvements		11,524,738			11,762,351
Construction-in-progress		65,820			91,797
Total property, plant and equipment		19,783,740			20,587,077
Accumulated depreciation and amortization		(12,978,170	)		(11,333,112	)
Property, plant and equipment, net	$	6,805,570		$	9,253,965

Schedule of Construction In Progress Roll forward [Table Text Block]

	Leasehold			Build-to-suit		Lab
	Improvements			Equipment		Equipment			Total
Balance as of December 31, 2018	$	63,351		$	—	$	91,797		$	155,148
Add: Purchases related to CIP		2,820,640			—		—			2,820,640
Less: Transfer due to being placed in service		(2,883,991	)		—		—			(2,883,991	)
Balance as of December 31, 2019		—			—		91,797			91,797
Add: Acquired in Merger Transaction		—			65,820		—			65,820
Less: Transfer due to being placed in service		—			—		(91,797	)		(91,797	)
Balance as of December 31, 2020	$	—		$	65,820	$	—		$	65,820

Note 9 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

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

	2020			2019
Deferred income tax assets:
Tax loss carryforwards	$	54,844,147		$	42,107,372
Research and development credits		3,995,782			3,016,889
Share-based compensation		1,501,172			973,905
Lease liability		1,576,326			1,508,645
Compensation		193,490			564,572
Fixed assets		17,421			—
Refund liability		620,442			—
Patent amortization		76,017			86,985
Other		267,422			55,972
Valuation allowance		(61,595,499	)		(47,505,967	)
Total deferred income tax assets		1,496,720			808,373
Deferred income tax liabilities:
Fixed assets		—			158,787
Section 481(a) adjustment		62,420
Intangible assets		675,866			—
Right of use asset		758,434			649,586
Total deferred income tax liabilities		1,496,720			808,373
Total net deferred tax	$	—		$	—

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

	2020						2019
				% of Pretax						% of Pretax
	Amount			Earnings			Amount			Earnings
Income tax benefit at statutory rate	$	(12,550,174	)		21.0	%	$	(10,019,974	)		21.0	%
State income taxes, net of federal tax benefit		(1,203,286	)		2.0			(957,616	)		2.0
Non-deductible expenses		2,929			—			94,903			(0.2	)
Share-based compensation		247,011			(0.4	)		258,338			(0.5	)
Transaction costs		573,494			(1.0	)		—			—
Credits		(978,793	)		1.6			(634,842	)		1.3
Change in state rate		(667	)		—			3,887			—
Other		(70,721	)		0.1			77,009			(0.1	)
Change in valuation allowance		13,980,207			(23.3	)		11,178,295			(23.5	)
Provision for income taxes	$	—			0.0	%	$	—			0.0	%

Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]

Balance at December 31, 2018	$	—
Increases related to 2019		158,710
Increases related to prior periods		—
Balance at December 31, 2019		158,710
Increases related to 2020		244,698
Increases related to prior periods		—
Balance at December 31, 2020	$	403,408

Note 10 - Leases, Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2020

Lease, Cost [Table Text Block]

		Year Ended December 31,
	Classification	2020		2019
Operating lease cost	General and administrative	$	780,470	$	884,597
Finance lease cost:
Amortization of lease assets	General and administrative		1,356,307		1,316,924
Interest on lease liabilities	Interest expense		125,659		190,687
Total Lease Cost		$	2,262,436	$	2,392,208

Weighted average remaining lease term (years):
Operating leases	5.8
Finance leases	0.9
Weighted average discount rate:
Operating leases	10.3	%
Finance leases	7.3	%

Lease Liability Maturity [Table Text Block]

	Operating			Finance
Year ending December 31:	Leases			Leases			Total
2021	$	1,207,708		$	957,193		$	2,164,901
2022		1,243,934			260,857			1,504,791
2023		1,283,253			—			1,283,253
2024		1,316,540			—			1,316,540
2025		1,355,923			—			1,355,923
Thereafter		1,157,807			—			1,157,807
Total minimum lease payments		7,565,165			1,218,050			8,783,215
Less: Interest		(1,894,194	)		(39,430	)		(1,933,624	)
Present value of lease liabilities	$	5,670,971		$	1,178,620		$	6,849,591

Note 11 - Long-term Debt (Tables)

12 Months Ended

Dec. 31, 2020

Schedule of Long-term Debt Instruments [Table Text Block]

		December 31,		December 31,
	Maturity Date	2020		2019
Pacific Western Bank note	October 25, 2022	$	10,292,485	$	15,878,121
Less current portion			—		(5,585,637	)
Long-term debt, less current portion		$	10,292,485	$	10,292,484

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Note 1 - Business (Details Textual)		1 Months Ended	12 Months Ended
Note 1 - Business (Details Textual)	Nov. 18, 2020 USD ($) shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Number of Products Under Development		2	2
Net Income (Loss) Attributable to Parent, Total \| $			$ (59,762,769)	$ (47,583,455)
Retained Earnings (Accumulated Deficit), Ending Balance \| $		$ (275,002,219)	$ (275,002,219)	$ (215,239,450)
Merger With RareGen LLC [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) \| shares	6,166,666	5,550,000
Business Acquisition, Minimum Cash at Closing to Entitle Members of Acquired Company to Pro Rata Portion in Excess \| $	$ 1,000,000
Business Combination, Consideration Transferred, Total \| $	$ 20,843,331
Merger With RareGen LLC [Member] \| Maximum [Member]
Business Acquisition, Number of Additional Shares Issuable Upon Achievement of Sales Target (in shares) \| shares	2,708,333
Merger With RareGen LLC [Member] \| Holdback Shares [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) \| shares	616,666
Merger With RareGen LLC [Member] \| RareGen Common Units Converted to HoldCo Common Units [Member]
Conversion of Stock, Shares Converted (in shares) \| shares	10,000

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) - USD ($)		12 Months Ended
	Aug. 01, 2018	Dec. 31, 2020	Dec. 31, 2019	Jan. 01, 2019
Cash Equivalents, at Carrying Value, Total		$ 0	$ 0
Accounts Receivable, Allowance for Credit Loss, Current		0	0
Revenue from Contract with Customer, Excluding Assessed Tax, Total		739,628	8,072,120
Lease Liability		6,849,591
Retained Earnings (Accumulated Deficit), Ending Balance		$ (275,002,219)	(215,239,450)
Number of Operating Segments		1
Accounting Standards Update 2016-02 [Member]
Right-of-Use Asset				$ 6,400,000
Lease Liability				9,100,000
Retained Earnings (Accumulated Deficit), Ending Balance				$ (600,000)
GlaxoSmithKline [Member]
Revenue from Contract with Customer, Excluding Assessed Tax, Total		$ 0	8,100,000
Sandoz [Member]
Revenue from Contract with Customer, Excluding Assessed Tax, Total		$ 700,000	$ 0
Sandoz [Member]
Marketing and Advertising Expense, Total	$ 20,000,000
Credit Concentration Risk [Member] \| Cash Held on Deposit [Member] \| Pacific Western Bank [Member]
Concentration Risk, Percentage		99.00%
Customer Concentration Risk [Member] \| Revenue from Contract with Customer Benchmark [Member] \| GlaxoSmithKline [Member]
Concentration Risk, Percentage		0.00%	100.00%
Customer Concentration Risk [Member] \| Revenue from Contract with Customer Benchmark [Member] \| Sandoz [Member]
Concentration Risk, Percentage		100.00%	0.00%

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies - Revision of Previously Issued Financial Statements (Details)	12 Months Ended
	Dec. 31, 2019 $ / shares shares
Net loss per common share: Diluted (in dollars per share) \| $ / shares	$ (2.57)
Diluted weighted average shares outstanding (in shares) \| shares	18,482,455
Previously Reported [Member]
Net loss per common share: Diluted (in dollars per share) \| $ / shares	$ (2.59)
Diluted weighted average shares outstanding (in shares) \| shares	18,371,083

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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	Dec. 31, 2020
Lab and Build-to-Suit Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment, Useful life (Year)	5 years
Lab and Build-to-Suit Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment, Useful life (Year)	7 years
Office Equipment [Member]
Property, Plant and Equipment, Useful life (Year)	5 years
Furniture and Fixtures [Member]
Property, Plant and Equipment, Useful life (Year)	10 years
Computer Equipment [Member]
Property, Plant and Equipment, Useful life (Year)	3 years
Leasehold Improvements [Member]
Property, Plant and Equipment, Estimated Useful life	Lesser of life of the asset or remaining lease term

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies - Common Stock Equivalent Shares Excluded From Calculation of Diluted Net Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Anti-dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share (in shares)	2,751,230	1,979,411
Share-based Payment Arrangement, Option [Member]
Anti-dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share (in shares)	2,652,525	1,979,411
Restricted Stock Units (RSUs) [Member]
Anti-dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share (in shares)	98,705	0

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies - Fair Value of Financial Liabilities (Details) - Pacific Western Bank Note, A&R LSA [Member] - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Reported Value Measurement [Member]
Total financial instruments	$ 10,292,485	$ 15,878,121
Fair Value, Inputs, Level 1 [Member] \| Estimate of Fair Value Measurement [Member]
Total financial instruments	0	0
Fair Value, Inputs, Level 2 [Member] \| Estimate of Fair Value Measurement [Member]
Total financial instruments	9,842,069	14,094,792
Fair Value, Inputs, Level 3 [Member] \| Estimate of Fair Value Measurement [Member]
Total financial instruments	$ 0	$ 0

Note 3 - Acquisition of RareGen LLC (now Liquidia PAH, LLC) (Details Textual) - USD ($)		1 Months Ended	12 Months Ended
	Nov. 18, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Business Combination, Contract Acquisition Costs, Net		$ 12,792,491	$ 12,792,491	$ 0
Goodwill, Ending Balance		3,903,282	3,903,282	0
Business Combination, Indemnification Assets, Amount as of Acquisition Date		1,387,275	1,387,275	$ 0
PBM [Member] \| Liquidia Corporation [Member]
Related Party Ownership Percentage	11.00%
Sandoz Member [Member]
Accounts Receivable Related to Net Service Revenues Offset Against the Refund Liability		$ 927,136	927,136
Henderson [Member] \| Liquidia PAH [Member] \| UTC and Smiths Medical Litigation [Member]
Financing Agreement, Litigation Expenses, Maximum Commitment to be Received	$ 10,000,000
Merger With RareGen LLC [Member]
Business Combination, Consideration Transferred, Total	$ 20,843,331
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares)	6,166,666	5,550,000
Business Acquisition, Share Price (in dollars per share)	$ 3.38
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles		$ 5,534,843	5,534,843
Business Combination, Contract Acquisition Costs, Net	$ 12,980,000
Amortization of Intangible Assets, Total			85,157
Goodwill, Ending Balance	3,903,282	3,903,282	3,903,282
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Refund Liability	2,696,000
Business Combination, Indemnification Assets, Amount as of Acquisition Date	1,065,538
Merger With RareGen LLC [Member] \| General and Administrative Expense [Member]
Business Combination, Acquisition Related Costs			4,800,000
Merger With RareGen LLC [Member] \| Contract Acquisition Costs [Member]
Business Combination, Contingent Consideration, Asset, Total	12,980,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 5,620,000
Business Combination, Amortization Expense			187,508
Business Combination, Contract Acquisition Costs, Net		$ 12,792,491	$ 12,792,491
Merger With RareGen LLC [Member] \| Holdback Shares [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares)	616,666

Note 3 - Acquisition of RareGen LLC (now Liquidia PAH, LLC) - Allocated Purchase Price (Details) - Merger With RareGen LLC [Member] - USD ($)		1 Months Ended
	Nov. 18, 2020	Dec. 31, 2020
Number of common shares to be issued to RareGen’s members (in shares)	6,166,666	5,550,000
Multiplied by the fair value per share of Liquidia Technologies common stock (in dollars per share)	$ 3.38
Total estimated purchase price	$ 20,843,331

Note 3 - Acquisition of RareGen LLC (now Liquidia PAH, LLC) - Purchase Price Allocation (Details) - USD ($)	Dec. 31, 2020	Nov. 18, 2020	Dec. 31, 2019
Business Combination, Contract Acquisition Costs, Net	$ 12,792,491		$ 0
Business Combination, Indemnification Assets, Amount as of Acquisition Date	1,387,275		0
Goodwill, Ending Balance	3,903,282		$ 0
Merger With RareGen LLC [Member]
Cash		$ 1,000,000
Property and equipment		79,330
Prepaid and other current assets		30,190
Intangible asset		5,620,000
Business Combination, Contract Acquisition Costs, Net		12,980,000
Business Combination, Indemnification Assets, Amount as of Acquisition Date		1,065,538
Goodwill, Ending Balance	$ 3,903,282	3,903,282
Less other current liabilities		(492,499)
Less refund liability		(2,696,000)
Less litigation finance payable, current		(646,510)
Total estimated purchase price		$ 20,843,331

Note 3 - Acquisition of RareGen LLC (now Liquidia PAH, LLC) - Results of Operations and Pro Forma Information (Details) - Merger With RareGen LLC [Member] - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Revenue	$ 739,628
Cost of revenue	237,712
Research and development	35,919
General and administrative	216,787
Total costs and expenses	490,418
Total operating income and net income	$ 249,210
Revenue		$ 4,756,625	$ 18,160,476
Net loss		$ (57,406,967)	$ (52,876,681)
Net loss per common share, basic and diluted (in dollars per share)		$ (1.48)	$ (2.15)

Note 4 - Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Millions				1 Months Ended		12 Months Ended
	Jul. 02, 2020	Jun. 29, 2020	Dec. 23, 2019	Aug. 31, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Common Stock and Preferred Stock, Shares Authorized (in shares)						90,000,000
Common Stock and Preferred Stock, Par or Stated Value Per Share (in dollars per share)						$ 0.001
Common Stock, Shares Authorized (in shares)						80,000,000	40,000,000
Preferred Stock, Shares Authorized (in shares)						10,000,000	10,000,000
Stock Issued During Period, Shares, New Issues (in shares)					3,000,000
Proceeds from Issuance of Common Stock					$ 34.5
Proceeds from Issuance of Common Stock, Net of Offering Costs					$ 31.8
Share Price (in dollars per share)					$ 11.50
Warrants to Purchase Common Stock [Member]
Class of Warrant or Right, Exercised During Period (in shares)						0	64,629
Class of Warrant or Right, Outstanding (in shares)						106,274	106,274
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)						$ 0.0168	$ 0.0168
Underwritten Public Offering [Member]
Stock Issued During Period, Shares, New Issues (in shares)		9,375,000
Shares Issued, Price Per Share (in dollars per share)		$ 8.00
Proceeds from Issuance of Common Stock	$ 75.0
Proceeds from Issuance of Common Stock, Net	$ 70.3
Private Placement [Member]
Stock Issued During Period, Shares, New Issues (in shares)			7,164,534
Shares Issued, Price Per Share (in dollars per share)			$ 3.13
Proceeds from Issuance of Private Placement			$ 22.4
Proceeds from Issuance of Private Placement, Net of Offering Costs			$ 21.0
ATM Agreement [Member]
Stock Issued During Period, Shares, New Issues (in shares)						131,425	2,409,356
Proceeds from Issuance of Common Stock							$ 8.4
Proceeds from Issuance of Common Stock, Net of Offering Costs						$ 0.7	$ 8.1
ATM Agreement [Member] \| Jefferies, LLC [Member]
Sale of Stock, Maximum Aggregate Offering Price				$ 40.0
Sale of Stock, Commission Percentage				3.00%

Note 5 - Share-based Compensation (Details Textual) - USD ($)						1 Months Ended		6 Months Ended	12 Months Ended
	Jan. 01, 2021	Aug. 31, 2020	Feb. 28, 2020	Jan. 01, 2020	Jan. 01, 2019	Dec. 31, 2020	Nov. 30, 2020	Aug. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	May 31, 2019	Mar. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares)									3,481,191
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)									$ 3.75
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)									$ 2.78	$ 8.00
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate									0.00%	0.00%
Share Price (in dollars per share)												$ 11.50
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares)									91,413	32,325
Proceeds from Stock Options Exercised									$ 43,141	$ 141,347
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)									4 years
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)									138,614
Common Stock [Member]
Share Price (in dollars per share)		$ 5.12	$ 4.13			$ 2.95		$ 5.12	$ 2.95
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares)									40,685	32,325
Chief Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares)						2,000,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)						$ 3.00
Chief Executive Officer [Member] \| Share-based Payment Arrangement, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage						25.00%
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)						1 year
Chief Executive Officer [Member] \| Share-based Payment Arrangement, Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage						25.00%
Chief Executive Officer [Member] \| Share-based Payment Arrangement, Tranche Three [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage						25.00%
Chief Executive Officer [Member] \| Share-based Payment Arrangement, Tranche One, Two, Three, and Four [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage						100.00%
Employees [Member] \| Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)									138,614
The 2020 Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)							1,700,000
Share-based Compensation Arrangement by Share-based Payment Award, Percent Annual Increase in Capital Shares Reserved for Future Issuance							4.00%
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)						1,222,000			1,222,000
The 2020 Plan [Member] \| Subsequent Event [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares)	1,733,432
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)	2,955,432
The 2018 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares)				1,129,250	620,778
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares)				2,416,811	2,220,778	1,455,465			1,455,465	1,287,561			1,600,000
The 2016 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares)						580,847			580,847
The 2004 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares)						265,890			265,890
The ESPP [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)						300,000			300,000		300,000
Employee Stock Purchase Plan, Stock Issued During Period, Shares (in shares)		1,821	3,269
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent								85.00%	85.00%
Employee Stock Purchase Plan, Maximum Contribution Per Eligible Employee						$ 25,000			$ 25,000

Note 5 - Share-based Compensation - Stock-based Compensation Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Stock-based compensation expense	$ 3,954,000	$ 3,376,305
Share-based Payment Arrangement, Option [Member]
Stock-based compensation expense	3,817,000	3,240,376
Restricted Stock Units (RSUs) [Member]
Stock-based compensation expense	137,000	135,929
Research and Development Expense [Member]
Stock-based compensation expense	1,099,000	1,119,382
General and Administrative Expense [Member]
Stock-based compensation expense	$ 2,855,000	$ 2,256,923

Note 5 - Share-based Compensation - Unamortized Compensation Expense (Details)	12 Months Ended
	Dec. 31, 2020 USD ($)
Share-based Payment Arrangement, Option [Member]
Stock-based awards, unamortized expense	$ 10,977,000
Stock-based awards, weighted average remaining recognition period (Year)	3 years 6 months
Restricted Stock Units (RSUs) [Member]
Stock-based awards, unamortized expense	$ 359,000
Stock-based awards, weighted average remaining recognition period (Year)	3 years 1 month 6 days

Note 5 - Share-based Compensation - Fair Value Assumptions (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Expected dividend yield	0.00%	0.00%
Risk-free interest rate, minimum	0.40%	1.40%
Risk-free interest rate, maximum	1.60%	2.40%
Expected Volatility, minimum	87.00%	83.00%
Expected Volatility, maximum	94.00%	88.00%
Expected life (years) (Year)		6 years 14 days
Minimum [Member]
Expected life (years) (Year)	5 years 9 months 18 days
Maximum [Member]
Expected life (years) (Year)	6 years 2 months 12 days

Note 5 - Share-based Compensation - Stock Option Activity (Details)	12 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 $ / shares shares
Outstanding, number of shares (in shares) \| shares	2,052,976
Outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 9.33
Granted, number of shares (in shares) \| shares	3,481,191
Granted, weighted average exercise price (in dollars per share) \| $ / shares	$ 3.75
Exercised, number of shares (in shares) \| shares	(91,413)	(32,325)
Exercised, weighted average exercise price (in dollars per share) \| $ / shares	$ 2.28
Cancelled, number of shares (in shares) \| shares	(750,683)
Cancelled, weighted average exercise price (in dollars per share) \| $ / shares	$ 8.22
Outstanding, number of shares (in shares) \| shares	4,692,071	2,052,976
Outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 5.51	$ 9.33
Outstanding, weighted average contractual term (Year)	7 years 2 months 12 days
Outstanding, aggregate intrinsic value \| $	$ 37,996
Exercisable, number of shares (in shares) \| shares	1,167,357
Exercisable, weighted average exercise price (in dollars per share) \| $ / shares	$ 8.77
Exercisable, weighted average contractual term (Year)	2 years 10 months 24 days
Exercisable, aggregate intrinsic value \| $	$ 1,196
Vested and expected to vest, number of shares (in shares) \| shares	4,572,623
Vested and expected to vest, weighted average exercise price (in dollars per share) \| $ / shares	$ 5.47
Vested and expected to vest, weighted average contractual term (Year)	7 years 2 months 12 days
Vested and expected to vest, aggregate intrinsic value \| $	$ 37,996

Note 5 - Share-based Compensation - Summarizes Information about Stock Options (Details)	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Options Outstanding (in shares)	4,492,071
Weighted Average Contractual Life (Year)	7 years 2 months 12 days
Options Exercisable (in shares)	1,167,357
Price Range One [Member]
Exercise Price or Range of Exercise Price, Lower Limit (in dollars per share) \| $ / shares	$ 1.85
Exercise Price or Range of Exercise Price, Upper Limit (in dollars per share) \| $ / shares	$ 2.79
Options Outstanding (in shares)	233,771
Weighted Average Contractual Life (Year)	9 years 9 months 18 days
Options Exercisable (in shares)	3,771
Price Range Two [Member]
Options Outstanding (in shares)	2,000,000
Weighted Average Contractual Life (Year)	9 years 10 months 24 days
Options Exercisable (in shares)	0
Options outstanding, exercise price (in dollars per share) \| $ / shares	$ 3.00
Price Range Three [Member]
Exercise Price or Range of Exercise Price, Lower Limit (in dollars per share) \| $ / shares	3.14
Exercise Price or Range of Exercise Price, Upper Limit (in dollars per share) \| $ / shares	$ 3.40
Options Outstanding (in shares)	595,233
Weighted Average Contractual Life (Year)	6 years
Options Exercisable (in shares)	78,174
Price Range Four [Member]
Exercise Price or Range of Exercise Price, Lower Limit (in dollars per share) \| $ / shares	$ 3.64
Exercise Price or Range of Exercise Price, Upper Limit (in dollars per share) \| $ / shares	$ 7.95
Options Outstanding (in shares)	670,899
Weighted Average Contractual Life (Year)	5 years 9 months 18 days
Options Exercisable (in shares)	308,379
Price Range Five [Member]
Exercise Price or Range of Exercise Price, Lower Limit (in dollars per share) \| $ / shares	$ 8.00
Exercise Price or Range of Exercise Price, Upper Limit (in dollars per share) \| $ / shares	$ 9.01
Options Outstanding (in shares)	8,780
Weighted Average Contractual Life (Year)	4 years 10 months 24 days
Options Exercisable (in shares)	6,213
Price Range Six [Member]
Options Outstanding (in shares)	515,990
Weighted Average Contractual Life (Year)	2 years 9 months 18 days
Options Exercisable (in shares)	394,976
Options outstanding, exercise price (in dollars per share) \| $ / shares	$ 9.31
Price Range Seven [Member]
Exercise Price or Range of Exercise Price, Lower Limit (in dollars per share) \| $ / shares	10.04
Exercise Price or Range of Exercise Price, Upper Limit (in dollars per share) \| $ / shares	$ 21.36
Options Outstanding (in shares)	667,398
Weighted Average Contractual Life (Year)	3 years 10 months 24 days
Options Exercisable (in shares)	375,844

Note 5 - Share-based Compensation - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Intrinsic value of options exercised	$ 176,433	$ 266,040
Fair value of options vested	$ 4,178,659	$ 4,131,982

Note 5 - Share-based Compensation - Nonvested RSU Awards Outstanding (Details) - Restricted Stock Units (RSUs) [Member]	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Nonvested, number (in shares) \| shares	7,493
Nonvested , weighted average grant date fair value (in dollars per share) \| $ / shares	$ 28.87
Granted, number (in shares) \| shares	138,614
Granted , weighted average grant date fair value (in dollars per share) \| $ / shares	$ 3.32
Vested , number (in shares) \| shares	(2,810)
Vested , weighted average grant date fair value (in dollars per share) \| $ / shares	$ 28.87
Forfeited, number (in shares) \| shares	(55,166)
Forfeited , weighted average grant date fair value (in dollars per share) \| $ / shares	$ 3.31
Nonvested , number (in shares) \| shares	88,131
Nonvested , weighted average grant date fair value (in dollars per share) \| $ / shares	$ 4.68

Note 7 - Revenue From Contracts With Customers (Details Textual) - USD ($)	1 Months Ended		12 Months Ended
	Feb. 29, 2016	Sep. 30, 2015	Dec. 31, 2020	Dec. 31, 2019
Revenue from Contract with Customer, Excluding Assessed Tax, Total			$ 739,628	$ 8,072,120
GSK Inhaled 1 [Member]
Nonrefundable Payment To Be Received		$ 15,000,000.0
Collaboration Agreement Milestone Payment	$ 3,000,000.0
Collaboration Agreement Combined Up Front and Milestone Payments	$ 18,000,000
Contract with Customer, Liability, Revenue Recognized				8,100,000
Royalty [Member]
Revenue from Contract with Customer, Excluding Assessed Tax, Total			$ 0	$ 0

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Note 7 - Revenue From Contracts With Customers - Disaggregation of Revenue (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Revenue	$ 739,628	$ 8,072,120
Sandoz [Member]
Revenue	700,000	0
GSK Inhaled [Member]
Revenue	0	8,071,920
Promotion Agreement [Member] \| Sandoz [Member]
Revenue	739,628	0
Non-Refundable Payments - Milestones [Member] \| GSK Inhaled [Member]
Revenue	0	1,345,320
Non-Refundable Payments - Up-front Payments [Member] \| GSK Inhaled [Member]
Revenue	0	6,726,600
Research and Development Services [Member]
Revenue	$ 0	$ 200

Note 8 - Property, Plant and Equipment (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Depreciation, Depletion and Amortization, Nonproduction, Total	$ 2,856,914	$ 2,567,742
Cost of Property Repairs and Maintenance	$ 194,192	$ 220,658

Note 8 - Property, Plant and Equipment - Property, Plant and Equipment (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Total property, plant and equipment	$ 19,783,740	$ 20,587,077
Accumulated depreciation and amortization	(12,978,170)	(11,333,112)
Property, plant and equipment, net	6,805,570	9,253,965
Lab and Build-to-Suit Equipment [Member]
Total property, plant and equipment	7,499,645	7,562,263
Office Equipment [Member]
Total property, plant and equipment	31,205	128,669
Furniture and Fixtures [Member]
Total property, plant and equipment	257,774	237,951
Computer Equipment [Member]
Total property, plant and equipment	404,558	804,046
Leasehold Improvements [Member]
Total property, plant and equipment	11,524,738	11,762,351
Construction in Progress [Member]
Total property, plant and equipment	$ 65,820	$ 91,797	$ 155,148

Note 8 - Property, Plant and Equipment - Activity of Construction in Progress (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Balance as of December 31, 2018	$ 20,587,077
Balance as of December 31, 2019	19,783,740	$ 20,587,077
Construction In Progress, Leasehold Improvements [Member]
Balance as of December 31, 2018	0	63,351
Additions	0	2,820,640
Less: Transfer due to being placed in service	0	(2,883,991)
Balance as of December 31, 2019	0	0
Construction In Progress, Build To Suit Equipment [Member]
Balance as of December 31, 2018	0	0
Additions	65,820	0
Less: Transfer due to being placed in service	0	0
Balance as of December 31, 2019	65,820	0
Construction In Progress, Lab Equipment [Member]
Balance as of December 31, 2018	91,797	91,797
Additions	0	0
Less: Transfer due to being placed in service	(91,797)	0
Balance as of December 31, 2019	0	91,797
Construction in Progress [Member]
Balance as of December 31, 2018	91,797	155,148
Additions	65,820	2,820,640
Less: Transfer due to being placed in service	(91,797)	(2,883,991)
Balance as of December 31, 2019	$ 65,820	$ 91,797

Note 9 - Income Taxes (Details Textual) - USD ($)	12 Months Ended
Note 9 - Income Taxes (Details Textual) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Income Tax Expense (Benefit), Total	$ 0	$ 0
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	13,980,000
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total	0	0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense, Total	0	$ 0
Domestic Tax Authority [Member]
Operating Loss Carryforwards, Subject to Expiration	238,509,075
Tax Credit Carryforward, Amount	4,399,000
State and Local Jurisdiction [Member]
Operating Loss Carryforwards, Subject to Expiration	$ 239,195,945