Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | Inhibitor Therapeutics, Inc. | |
Entity File Number | 001-13467 | |
Entity Central Index Key | 0001042418 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 30-0793665 | |
Entity Address, Address Line One | 449 South 12th Street | |
Entity Address, Address Line Two | Unit 1705 | |
Entity Address, City or Town | Tampa | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33602 | |
City Area Code | 888 | |
Local Phone Number | 841-6811 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 376,858,323 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 53,058 | $ 30,626 |
Prepaid expenses | 10,059 | 28,158 |
Total current assets | 63,117 | 58,784 |
Total assets | 63,117 | 58,784 |
Current liabilities: | ||
Accounts payable | 326,464 | 279,842 |
Dividends payable, related party | 250,413 | 100,823 |
Note payable, related party | 411,000 | 231,000 |
Interest payable, related party | 34,845 | 14,965 |
Other liabilities | 65,000 | 53,000 |
Total current liabilities | 1,087,722 | 679,630 |
Deferred revenue, related party | 3,000,000 | 3,000,000 |
Total liabilities | 4,087,722 | 3,679,630 |
Commitments and contingencies (note 7) | ||
Stockholders' deficit: | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 376,858,323 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 37,686 | 37,686 |
Additional paid-in capital | 50,051,711 | 50,051,711 |
Accumulated deficit | (58,074,868) | (57,671,109) |
Total stockholders' deficit | (4,024,605) | (3,620,846) |
Total liabilities and stockholders' deficit | 63,117 | 58,784 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock | 0 | 0 |
Series B Convertible, Redeemable, Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock | 3,960,866 | 3,960,866 |
Undesignated Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock | $ 0 | $ 0 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,253,623 | 2,253,623 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 376,858,323 | 376,858,323 |
Common Stock, shares outstanding | 376,858,323 | 376,858,323 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Convertible, Redeemable, Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 7,246,377 | 7,246,377 |
Preferred stock, shares issued | 5,797,102 | 5,797,102 |
Preferred stock, shares outstanding | 5,797,102 | 5,797,102 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues [Abstract] | ||||
Revenues: | $ 0 | $ 0 | $ 0 | $ 0 |
Expenses: | ||||
Research and development | 0 | 0 | 6,150 | 4,830 |
General and administrative | 69,987 | 66,248 | 228,141 | 291,806 |
Total Expenses: | 69,987 | 66,248 | 234,291 | 296,636 |
Loss from operations | (69,987) | (66,248) | (234,291) | (296,636) |
Interest expense, related party | (7,705) | (4,803) | (19,878) | (10,035) |
Gain on loan forgiveness | 0 | 0 | 0 | 41,600 |
Net loss | (77,692) | (71,051) | (254,169) | (265,071) |
Preferred stock dividend | (50,411) | (50,412) | (149,590) | (149,590) |
Net loss applicable to common stockholders | $ (128,103) | $ (121,463) | $ (403,759) | $ (414,661) |
Basic net loss applicable to common stockholders per share | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted net loss applicable to common stockholders per share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common stock shares outstanding – basic | 376,858,323 | 376,708,894 | 376,858,323 | 376,042,025 |
Weighted average common stock shares outstanding – diluted | 376,858,323 | 376,708,894 | 376,858,323 | 376,042,025 |
CONDENSED STATEMENT OF STOCKHOL
CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) | Total | Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2020 | $ (3,360,203) | $ 3,960,866 | $ 37,364 | $ 49,814,043 | $ (57,172,476) |
Beginning balance, shares at Dec. 31, 2020 | 5,797,102 | 373,635,873 | |||
Common shares issued in payment of Preferred Stock dividend, related party | 100,822 | $ 224 | 100,598 | ||
Common shares issued in payment of Preferred Stock dividend, related party, Shares | 2,240,488 | ||||
Stock based compensation | 37,990 | 37,990 | |||
Preferred stock dividends, related party | (49,315) | (49,315) | |||
Net loss | (127,838) | (127,838) | |||
Ending balance at Mar. 31, 2021 | (3,398,544) | $ 3,960,866 | $ 37,588 | 49,952,631 | (57,349,629) |
Ending balance, shares at Mar. 31, 2021 | 5,797,102 | 375,876,361 | |||
Beginning balance at Dec. 31, 2020 | (3,360,203) | $ 3,960,866 | $ 37,364 | 49,814,043 | (57,172,476) |
Beginning balance, shares at Dec. 31, 2020 | 5,797,102 | 373,635,873 | |||
Net loss | (265,071) | ||||
Ending balance at Sep. 30, 2021 | (3,536,874) | $ 3,960,866 | $ 37,686 | 50,051,711 | (57,587,137) |
Ending balance, shares at Sep. 30, 2021 | 5,797,102 | 376,858,323 | |||
Beginning balance at Mar. 31, 2021 | (3,398,544) | $ 3,960,866 | $ 37,588 | 49,952,631 | (57,349,629) |
Beginning balance, shares at Mar. 31, 2021 | 5,797,102 | 375,876,361 | |||
Preferred stock dividends, related party | (49,863) | (49,863) | |||
Net loss | (66,182) | (66,182) | |||
Ending balance at Jun. 30, 2021 | (3,514,589) | $ 3,960,866 | $ 37,588 | 49,952,631 | (57,465,674) |
Ending balance, shares at Jun. 30, 2021 | 5,797,102 | 375,876,361 | |||
Common shares issued in payment of Preferred Stock dividend, related party | 99,178 | $ 98 | 99,080 | ||
Common shares issued in payment of Preferred Stock dividend, related party, Shares | 981,962 | ||||
Preferred stock dividends, related party | (50,412) | (50,412) | |||
Net loss | (71,051) | (71,051) | |||
Ending balance at Sep. 30, 2021 | (3,536,874) | $ 3,960,866 | $ 37,686 | 50,051,711 | (57,587,137) |
Ending balance, shares at Sep. 30, 2021 | 5,797,102 | 376,858,323 | |||
Beginning balance at Dec. 31, 2021 | (3,620,846) | $ 3,960,866 | $ 37,686 | 50,051,711 | (57,671,109) |
Beginning balance, shares at Dec. 31, 2021 | 5,797,102 | 376,858,323 | |||
Preferred stock dividends, related party | (49,315) | (49,315) | |||
Net loss | (98,910) | (98,910) | |||
Ending balance at Mar. 31, 2022 | (3,769,071) | $ 3,960,866 | $ 37,686 | 50,051,711 | (57,819,334) |
Ending balance, shares at Mar. 31, 2022 | 5,797,102 | 376,858,323 | |||
Beginning balance at Dec. 31, 2021 | (3,620,846) | $ 3,960,866 | $ 37,686 | 50,051,711 | (57,671,109) |
Beginning balance, shares at Dec. 31, 2021 | 5,797,102 | 376,858,323 | |||
Net loss | (254,169) | ||||
Ending balance at Sep. 30, 2022 | (4,024,605) | $ 3,960,866 | $ 37,686 | 50,051,711 | (58,074,868) |
Ending balance, shares at Sep. 30, 2022 | 5,797,102 | 376,858,323 | |||
Beginning balance at Mar. 31, 2022 | (3,769,071) | $ 3,960,866 | $ 37,686 | 50,051,711 | (57,819,334) |
Beginning balance, shares at Mar. 31, 2022 | 5,797,102 | 376,858,323 | |||
Preferred stock dividends, related party | (49,864) | (49,864) | |||
Net loss | (77,567) | (77,567) | |||
Ending balance at Jun. 30, 2022 | (3,896,502) | $ 3,960,866 | $ 37,686 | 50,051,711 | (57,946,765) |
Ending balance, shares at Jun. 30, 2022 | 5,797,102 | 376,858,323 | |||
Preferred stock dividends, related party | (50,411) | (50,411) | |||
Net loss | (77,692) | (77,692) | |||
Ending balance at Sep. 30, 2022 | $ (4,024,605) | $ 3,960,866 | $ 37,686 | $ 50,051,711 | $ (58,074,868) |
Ending balance, shares at Sep. 30, 2022 | 5,797,102 | 376,858,323 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities: | ||
Net loss | $ (254,169) | $ (265,071) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 0 | 37,990 |
Gain on loan forgiveness | 0 | (41,600) |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | 18,099 | 17,469 |
Accounts payable and other current liabilities | 78,502 | 53,440 |
Net cash used in operating activities | (157,568) | (197,772) |
Financing activities: | ||
Proceeds from note payable, related party | 180,000 | 176,000 |
Net cash provided by financing activities | 180,000 | 176,000 |
Net change in cash and cash equivalents | 22,432 | (21,772) |
Cash and cash equivalents at beginning of period | 30,626 | 75,059 |
Cash and cash equivalents at end of period | 53,058 | 53,287 |
Non-cash financing activities: | ||
Issuance of common stock for payment of Preferred Stock dividend | 0 | 200,000 |
Accrued, but unpaid dividends | $ 250,413 | $ 50,412 |
Corporate overview
Corporate overview | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Corporate overview | 1. Corporate overview: Overview The accompanying unaudited condensed financial statements of Inhibitor Therapeutics, Inc., a Delaware corporation (the “Company”, “INTI”, “we”, “us” or similar terminology), have been prepared by the Company without audit. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of September 30, 2022, and for all periods presented, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the Securities and Exchange Commission (“SEC”) rules and regulations. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2021, which are included in the Company’s Annual Report on Form 10-K As used herein, the term “Common Stock” means the Company’s common stock, $0.0001 par value per share. The results of operations for the three-month and nine-month period ended September 30, 2022 are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year. Readers of this Quarterly Report are strongly encouraged to review the risk factors relating to the Company which are set forth in the 2021 Annual Report and the Company’s other filings with the SEC. Nature of the Business and Background The Company is a pharmaceutical development company that is focused on developing and ultimately commercializing innovative therapeutics for patients with certain cancers and certain non-cancerous in-licensed The Company’s focus has been on the development of therapies initially for prostate and lung cancer in the U.S. market utilizing SUBA-Itraconazole, a patented, oral formulation of the drug itraconazole currently approved by the U.S. Food and Drug Administration (“FDA”) and marketed as an anti-fungal, to which the Company holds an exclusive U.S. license in the licensed field from the Company’s majority stockholder, Mayne Pharma Ventures Pty Ltd. (“Mayne Pharma”). SUBA-Itraconazole is currently licensed to the Company by Mayne Pharma on an exclusive basis in the United States in the field of certain cancers (prostate and lung cancer) and certain non-cancerous The Company demonstrated in its previous Phase 2b trial for SUBA-Itraconazole BCCNS that the dosing of oral capsules of SUBA-Itraconazole affects the Hedgehog signaling pathway, a major regulator of many fundamental cellular processes, which, in turn, can impact the development and growth of cancers such as basal cell carcinoma. Itraconazole has been approved by the FDA for, and has been extensively used to, treat fungal infections and has an extensive history of safe and effective use in humans. The Company has developed, optioned and licensed intellectual property and know-how Manufacturing and Product Supply and Relationship with Mayne Pharma The Company does not have any production facilities or manufacturing personnel. The Third Amended SLA provides for the supply to the Company of specially formulated capsules of SUBA-Itraconazole, manufactured by Mayne Pharma under cGMP (current good manufacturing practice) standards, for use by the Company in its clinical trials and for the future commercial supply following FDA approvals, if obtained. Pursuant to the Third Amended SLA, Mayne Pharma is obligated to supply the Company with its patented formulation of SUBA-Itraconazole in a particular oral dose formulation for the treatment of human patients with certain cancers and non-cancerous States. The Company’s business is expected to be modified, perhaps significantly, assuming the consummation of the transactions related to the settlement of pending litigation against the Company as described in Note 7 below |
Liquidity and management's plan
Liquidity and management's plans | 9 Months Ended |
Sep. 30, 2022 | |
Text Block [Abstract] | |
Liquidity and management's plans | 2 . Liquidity and management’s plans: The Company had cash and cash equivalents of $53,058 as of September 30, 2022. Based on the Company’s current operational plan, the Company expects that it has sufficient cash to manage its business into December 2022, when the settlement of pending litigations against the Company is expected to occur, which settlement would provide for a change in control of the Company and a substantial amount of working capital to the Company. Even following settlement funding and change of control (should it occur), available resources may be consumed more rapidly than anticipated, resulting in the need for additional funding. As such time as the Company is able to recommence its research and development activities, significant additional funding will be required to advance the Company’s business. Given the current circumstances regarding the Company, there is presently substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements included herein do not include any adjustments relating to the recoverability or classification of asset carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies: Estimates The preparation of condensed financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Revenue Recognition The Company currently has no ongoing source of revenues. Miscellaneous income, including interest, is recognized when earned by the Company. Deferred revenue represents cash received for royalties in advance of being earned. Such payments are reflected as deferred revenue until recognized under the Company’s revenue recognition policy. Deferred revenue would be non-current. Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. At times, the Company may maintain cash balances in excess of Federal Deposit Insurance Corporation insured amounts which is $250,000 for substantially all depository accounts. As of September 30, 2022, the Company had no excess of the amount covered by Federal Deposit Insurance Corporation. Research and Development Expenses Research and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties who conduct research and development activities on behalf of the Company and purchased in-process Stock-Based Compensation The Company accounts for stock-based awards to employees and non-employees Income Taxes Deferred tax assets and liabilities are recognized for future tax consequences attributed to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that are expected to apply to the differences in the periods that they are expected to reverse. These differences occur primarily in share-based compensation. Recent accounting pronouncements: Management has considered all recent accounting pronouncements issued, but not effective, and does not believe that they will have a material impact on the Company’s financial statements. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Notes Payable [Abstract] | |
Notes Payable | 4. Notes Payable: On May 3, 2020, the Company received loan proceeds of $41,600 (the “PPP Loan”) from Citibank, N.A. pursuant to the Small Business Administration (“SBA”) Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan, which was in the form of a promissory note dated May 2, 2020, was to mature on May 2, 2022 with an interest rate of 1% per annum. No payments were made under the loan. The Company was entitled to prepay the PPP Loan at any time prior to maturity with no prepayment penalties. The promissory note contained events of default and other provisions customary for a loan of this type. The loan was forgiven by the SBA under the terms of the CARES Act on March 31, 2021. Under the terms of the CARES Act, PPP loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The Company used the loan proceeds for purposes consistent with the CARES Act. |
Mayne Term Debt Facility
Mayne Term Debt Facility | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Mayne Term Debt Facility | 5. Mayne Term Debt Facility On December 12, 2020, the Company and Mayne Pharma entered into a letter agreement for a term debt facility (the “Loan Agreement”) pursuant to which Mayne Pharma provided an aggregate $231,000 credit facility to the Company (the “Facility”). The Facility bears interest at the rate equal to the interest rate tied to the US Bank Prime Rate plus 5.00% (the “Interest Rate”) with a maturity date of twenty four (24) months from the date of the first drawdown (the “Maturity Date”). The Interest Rate shall be adjusted for each drawdown on the Facility in accordance with changes in the monthly average of the US Bank Prime Rate, as reported in the Federal Reserve Statistical Release H .15 for the month preceding the week in which the Company shall make a drawdown against the Facility. Proceeds drawn from the Facility will be used by the Company for general working capital and corporate purposes. The Facility was available to the Company as follows: (i) $81,000 may be drawn upon request at any time in the first annual quarter of the Facility starting December 14, 2020 ($55,000 was requested and was outstanding at December 31, 2020) and (ii) so long as there is no event of default and Mayne Pharma does not give notice in its discretion 30 days before the start of a quarter that it is discontinuing the funding, $75,000 may be drawn in the second and third annual quarters of the Facility, respectively. Any drawdown by the Company must equal or exceed $25,000. The Company shall have one twelve-month repayment free advance period from its first drawdown on the Facility. Each other advance on the Facility will be amortized over twelve equal monthly payments of principal plus interest. No premium is payable in the event that the Company pays all principal, interest and other outstanding amounts due to Mayne Pharma prior to the Maturity Date. The Facility is unsecured, contains no financial covenants, requires no guarantees and is not accompanied by any equity component. The Loan Agreement includes certain limited representations and warranties and negative covenants of the Company. An event of default under the Loan Agreement includes, among other things, (i) the Company breaches its obligations under the Loan Agreement, and where that breach is capable of remedy it does not remedy the breach within 20 business days after receipt of a notice from the Mayne Pharma of the breach, (ii) Mayne Pharma validly terminates the Third Amended and Restated Supply and License Agreement dated December 17, 2018 between the Company and Mayne Pharma, or (iii) the Company becomes insolvent, including by becoming the subject of the filing or institution of bankruptcy, liquidation or dissolution proceedings. The Loan Agreement was negotiated and approved on behalf of the Company by a special committee of disinterested, independent members of the Company’s Board of Directors (the “Board”) which was formed on November 17, 2020 for such purpose. The special Board committee consisted of W. Mark Watson, R. Dana Ono and Debra Peattie, who were at the applicable time each disinterested with respect to Mayne Pharma. Dr. Peattie no longer serves on the Board. On January 13, 2022, the Company executed a letter agreement with Mayne Pharma to amend the Loan Agreement and the Facility (the “Loan Amendment”). Under the terms of the Loan Amendment: (i) amount of the facility was increased by $50,000 to $281,000, (ii) the maturity date of the Facility was extended to December 31, 2022, (iii) such $50,000 increase will be available for draw down from February 1, 2022 until On March 9, 2022, the Company executed an additional letter agreement with Mayne Pharma to amend the Loan Agreement and the Facility (the “Second Loan Amendment”). Under the terms of the Second Loan Amendment: (i) amount of the Facility was increased by $50,000 to $331,000, (ii) such $50,000 increase will be available for draw down from April 1, 2022 until May 31, 2022 in no less than $25,000 increments, (iv) following May 31, 2022, the outstanding amount under the Facility plus interest thereon will be amortized over equal monthly payments through the maturity date and (v) the parties acknowledged that the full $281,000 under the original Facility had been drawn down by the Company. Except as modified by the Second Loan Amendment, the terms and conditions of the Loan Agreement and the Facility remain in full force and effect. The proceeds of the expanded Facility will be used by us for general working capital purposes, including the payment of a portion of previously deferred employee compensation. Proceeds of $50,000 related to this letter agreement were received in April 2022. On July 13, 2022, an additional $40,000 was provided by Mayne Pharma under the Loan Agreement. On September 21, 2022, an additional $40,000 was provided by Mayne Pharma under the Loan Agreement which proceeds are expected to allow the Company to operate until December 2022 at which time the proceeds from the legal settlement relating to the Company’s litigation proceedings described in Note 7 are expected to be received. |
Stockholders' Equity_
Stockholders' Equity: | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 6. Stockholders’ Equity: Employee Stock Plans There was no stock-based compensation for the nine months ended September 30, 2022. As of September 30, 2022, there were 13,349,461 outstanding common stock options under the EIP of which 100% were vested. There was no unamortized stock-based compensation at September 30, 2022. |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | 7. Legal Proceedings: The Company may from time to time become a party to various legal proceedings arising in the ordinary course of business. Except as discussed below, the Company is not the subject of any pending legal proceedings. On July 9, 2019, Hedgepath, LLC (“HPLLC”), a significant minority stockholder of the Company and an investment vehicle associated with the Company’s former Executive Chairman, filed a civil action captioned Hedgepath, LLC v. Magrab, et al. Number 2019-0529-JTL, On December 3, 2019, HPLLC filed the Verified Amended and Supplemental Complaint. In the Complaint in the Action, purportedly brought directly and derivatively on behalf of the Company, HPLLC alleges claims for breach of fiduciary duty, declaratory judgement, and dilution of stockholder equity, against the Individual Defendants and Mayne Pharma in connection with (i) the previously announced issuance of certain Company equity securities to Mayne Pharma on or about January 8, 2018, (ii) Mayne Pharma’s alleged influence over the timing and conduct of the previous clinical trial of SUBA-Itraconazole for the treatment of BCCNS, and (iii) previously announced amendments to the Supply and License Agreement, as amended (presently memorialized at the Third Amended SLA), between the Company and Mayne Pharma and certain transactions contemplated thereby. The Complaint also alleges claims for breach of fiduciary duty and fraudulent misrepresentation in connection with allegedly false and misleading statements included in Company press releases and filings with the SEC. The Complaint seeks unspecified damages, equitable and other relief from the defendants. Legal costs associated directly with the Company as a nominal defendant were initially payable by the Company until certain retention amounts were reached. Such costs are currently covered by the Company’s insurance policy. On January 10, 2020, the Individual Defendants and Mayne Pharma each filed a motion to dismiss the Complaint. A hearing on those motions was scheduled on March 26, 2020, but was postponed to June 2020 due to the coronavirus outbreak. On June 4, 2020, the Delaware Court of Chancery held a hearing at which the separate motions of the Individual Defendants and Mayne Pharma to dismiss the Complaint were presented. At the conclusion of the hearing, the Court issued an oral ruling in which it denied the motions and declined to dismiss all counts alleged in the Complaint. Accordingly, the Action has been proceeding in the course typical for such litigation, which could include alternative dispute resolution methods. Additionally, on March 23, 2020, a Stockholder Class Action Complaint was filed in the Delaware Court of Chancery by a Company stockholder and purported class representative Samuel P. Sears, commencing litigation captioned Sears v. Magrab et al., C.A. No. 2020-0215-JTL claims-one Defendants-and The Defendants have denied, and continue to deny, the allegations of wrongdoing or liability asserted in the Coordinated Actions. Nevertheless, to eliminate the uncertainty, risk, disruption and expense of further litigation, HPLLC, Sears, the Company, the Individual Defendants and Mayne Pharma have entered into a Stipulation and Agreement of Compromise, Settlement, and Release, dated and filed with the Court on September 9, 2022 (together with the exhibits thereto, the “Settlement Stipulation”). The Settlement Stipulation includes as an exhibit thereto a Notice of Pendency of Derivative and Class Actions, Proposed Settlement and Settlement Hearing (the “Notice”). The material terms of the proposed settlement of the Coordinated Actions are summarized in the Notice and include, without limitation, that (i) the Defendants will cause $14,250,000 in cash (to be funded via Mayne Pharma’s director and officer insurance) to be paid to the Company (the “Cash Consideration”); (ii) Mayne Pharma will surrender all equity securities in the Company for cancellation, and will forgive certain debts it is owed by the Company; (iii) stock options and warrants held by the Individual Defendants will be cancelled; (iv) certain intellectual property licenses to and from the Company, on one hand, and Mayne Pharma, on the other, will be converted or terminated, with only certain obligations remaining in place; (v) each of the Individual Defendants will retire from their positions with the Company, including as members of the Company’s Board of Directors and management; (vi) the previously-disclosed Third Amended and Restated Supply and License Agreement between the Company and Mayne will be cancelled, with the Company retaining a royalty on future net sales of SUBA-Itraconazole BCCNS in the United States subject to certain contingent payment obligations; and (vii) various releases will be exchanged among the parties to the Coordinated Actions (viii) the $411,000 Mayne Term Debt Facility will be paid by the Company. Also as described in the Notice, HPLLC and Sears intend to petition the Court for approval of an award of attorneys’ fees and expenses in connection with the Coordinated Actions in an amount not to exceed $2,000,000 in the aggregate, to be paid out of the Cash Consideration. As set forth in the Notice, the proposed settlement was subject to and conditioned on approval by the Court. As a result of Court approval, the proposed settlement will, among other things: (i) fully resolve the Coordinated Actions by dismissing all asserted claims with prejudice, and (ii) bar all claims released through the settlement. A hearing date for the Court’s review of the proposed settlement and the applications for an award of attorneys’ fees and expenses was held November 10, 2022. At the conclusion of the hearing, the Court entered a Final Order And Judgment (the “Judgment”) approving in all respects the proposed settlement of the Coordinated Actions (the “Settlement”). Among other things, the Judgment: certified a class including record holders and beneficial owners of Company stock between January 8, 2018 and December 17, 2018 (the “Class”), and appointed Sears as Class representative; found the Settlement to be fair, reasonable, adequate, and in the best interests of the Company, the Class, and the Company stockholders; approved the Settlement in all respects; released certain claims against certain parties, as set forth in each of the Notice and Settlement Stipulation; dismissed the Coordinated Actions; acknowledged that neither the Judgment nor the Settlement constituted an admission of any wrongdoing by any party; and awarded plaintiffs’ counsel certain fees and costs, which the Court deemed fair and reasonable, were not opposed by any party, and are to be paid by the Company from the proceeds of the Settlement. 10 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Estimates | Estimates The preparation of condensed financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company currently has no ongoing source of revenues. Miscellaneous income, including interest, is recognized when earned by the Company. Deferred revenue represents cash received for royalties in advance of being earned. Such payments are reflected as deferred revenue until recognized under the Company’s revenue recognition policy. Deferred revenue would be non-current. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. At times, the Company may maintain cash balances in excess of Federal Deposit Insurance Corporation insured amounts which is $250,000 for substantially all depository accounts. As of September 30, 2022, the Company had no excess of the amount covered by Federal Deposit Insurance Corporation. |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties who conduct research and development activities on behalf of the Company and purchased in-process |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based awards to employees and non-employees |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for future tax consequences attributed to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that are expected to apply to the differences in the periods that they are expected to reverse. These differences occur primarily in share-based compensation. |
Recent accounting pronouncements | Recent accounting pronouncements: Management has considered all recent accounting pronouncements issued, but not effective, and does not believe that they will have a material impact on the Company’s financial statements. |
Corporate Overview - Additional
Corporate Overview - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Royalty rate on future net sales | 9% |
Liquidity and Management's Pl_2
Liquidity and Management's Plans - Additional Information (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and cash equivalents [Line Items] | ||
Cash and cash equivalents | $ 53,058 | $ 30,626 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Line Items] | ||
Cash, FDIC insured amount | $ 250,000 | |
Royalty [Member] | ||
Accounting Policies [Line Items] | ||
Deferred revenue | $ 3,000,000 | $ 3,000,000 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | 9 Months Ended | |||
May 03, 2020 | May 02, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disclosure Of Long Term Notes Payable [Line Items] | ||||
Proceeds from notes payable | $ 180,000 | $ 176,000 | ||
Citibank [Member] | Paycheck Protection Program Loan [Member] | ||||
Disclosure Of Long Term Notes Payable [Line Items] | ||||
Proceeds from notes payable | $ 41,600 | |||
Debt instrument maturity date | May 02, 2022 | |||
Debt instrument stated interest rate | 1% |
Mayne Term Debt Facility - Addi
Mayne Term Debt Facility - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 09, 2022 | Jan. 13, 2022 | Dec. 12, 2020 | Apr. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 21, 2022 | Jul. 13, 2022 | Dec. 31, 2020 | Dec. 14, 2020 | |
Line of Credit Facility [Line Items] | |||||||||||
Credit facility draw down amount | $ 281,000 | $ 231,000 | |||||||||
Mayne Pharma [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Credit facility aggregate Credit facility | $ 231,000 | $ 40,000 | $ 40,000 | ||||||||
Credit facility interest rate description | US Bank Prime Rate plus 5.00% | ||||||||||
Credit facility instrument term | 24 months | ||||||||||
Credit facility amount drawn in first annual quarter | $ 81,000 | ||||||||||
Credit facility outstanding | $ 55,000 | ||||||||||
Credit facility amount drawn in second and third annual quarters | $ 75,000 | ||||||||||
Credit facility draw down payment | $ 25,000 | ||||||||||
Credit facility covenant compliance | An event of default under the Loan Agreement includes, among other things, (i) the Company breaches its obligations under the Loan Agreement, and where that breach is capable of remedy it does not remedy the breach within 20 business days after receipt of a notice from the Mayne Pharma of the breach, (ii) Mayne Pharma validly terminates the Third Amended and Restated Supply and License Agreement dated December 17, 2018 between the Company and Mayne Pharma, or (iii) the Company becomes insolvent, including by becoming the subject of the filing or institution of bankruptcy, liquidation or dissolution proceedings. | ||||||||||
Mayne Pharma [Member] | Loan Amendment [Member] | Letter Agreement [Member] | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Credit facility aggregate Credit facility | 331,000 | 281,000 | |||||||||
Increase in the amount of facility | $ 50,000 | $ 50,000 | |||||||||
Credit facility extended maturity date | Dec. 31, 2022 | ||||||||||
Credit facility increased facility amount draw down terms | such $50,000 increase will be available for draw down from April 1, 2022 until May 31, 2022 in no less than $25,000 increments | such $50,000 increase will be available for draw down from February 1, 2022 until March 31, 2022 in no less than $25,000 increments | |||||||||
ProceedsFromLinesOfCredit | $ 50,000 | $ 50,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock based compensation expense | $ 0 | $ 37,990 |
Two Thousand Fourteen Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Option outstanding under 2009 stock incentive plan | 13,349,461 | |
RSUs vesting percentage | 100% | |
Total stock based compensation expense | $ 0 | |
Unamortized stock-based compensation cost related to unpaid RSUs | $ 0 |
Legal Proceedings - Additional
Legal Proceedings - Additional Information (Detail) - USD ($) | Sep. 09, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Legal Matters And Contingencies [Line Items] | |||
Note payable, related party | $ 411,000 | $ 231,000 | |
Agreement Of Compromise Settlement And Release [Member] | HPLCC Mayne Pharma Company And Sears [Member] | Mayne Pharma [Member] | |||
Legal Matters And Contingencies [Line Items] | |||
Amount receivable on account of litigation | $ 14,250,000 | ||
Litigation settlement expense payable | $ 2,000,000 |