Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 12, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Aikido Pharma Inc. | |
Entity Central Index Key | 0000012239 | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Entity File Number | 000-05576 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 34,920,219 | |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 910 | $ 91 |
Marketable securities | 26,388 | 857 |
Prepaid expenses and other assets | 46 | 181 |
Total current assets | 27,344 | 1,129 |
Investments | 2,323 | 10,153 |
Total assets | 29,667 | 11,282 |
Current liabilities | ||
Accounts payable and accrued expenses | 98 | 68 |
Accrued salaries and benefits | 361 | 682 |
Total current liabilities | 459 | 750 |
Total liabilities | 459 | 750 |
Stockholders' equity | ||
Preferred Stock | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 34,920,222 and 4,825,552 shares issued at September 30, 2020 and December 31, 2019, respectively; 34,920,219 and 4,825,549 shares outstanding at September 30, 2020 and December 31, 2019, respectively | 3 | |
Additional paid-in-capital | 186,398 | 155,062 |
Treasury stock, at cost, 3 shares at September 30, 2020 and December 31, 2019 | (264) | (264) |
Accumulated deficit | (156,929) | (144,266) |
Total stockholders' equity | 29,208 | 10,532 |
Total liabilities and stockholders' equity | 29,667 | 11,282 |
Series D Preferred Stock | ||
Stockholders' equity | ||
Preferred Stock | ||
Series D-1 Preferred Stock | ||
Stockholders' equity | ||
Preferred Stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 34,920,222 | 4,825,552 |
Common stock, outstanding | 34,920,219 | 4,825,549 |
Treasury stock | 3 | 3 |
Series D Preferred Stock | ||
Preferred stock, issued | 4,725 | 4,725 |
Preferred stock, outstanding | 4,725 | 4,725 |
Liquidation preference | $ 0.0001 | $ 0.0001 |
Series D-1 Preferred Stock | ||
Preferred stock, issued | 834 | 834 |
Preferred stock, outstanding | 834 | 834 |
Liquidation preference | $ 0.0001 | $ 0.0001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating costs and expenses | ||||
General and administrative | $ 734 | $ 892 | $ 3,054 | $ 2,483 |
Research and development | 191 | 951 | 10 | |
Research and development - license acquired | 41 | 10 | 1,154 | 10 |
Total operating expenses | 966 | 902 | 5,159 | 2,503 |
Loss from operations | (966) | (902) | (5,159) | (2,503) |
Other income (expenses) | ||||
Other income | 4 | 19 | ||
Gains and (losses) on marketable securities | (433) | (33) | (171) | 31 |
Change in fair value of investment | (622) | (2,435) | (7,352) | (2,765) |
Change in fair value of warrant liabilities | 7 | 81 | ||
Total other expenses | (1,051) | (2,461) | (7,504) | (2,653) |
Net loss | $ (2,017) | $ (3,363) | $ (12,663) | $ (5,156) |
Net loss per share, basic and diluted | ||||
Basic and Diluted | $ (0.06) | $ (1.38) | $ (0.49) | $ (2.35) |
Weighted average number of shares outstanding, basic and diluted | ||||
Basic and Diluted | 34,986,885 | 2,442,243 | 25,753,040 | 2,193,883 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock | Preferred Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 152,445 | $ (264) | $ (140,083) | $ 12,098 | ||
Balance, shares at Dec. 31, 2018 | 2,010,025 | 5,559 | 3 | |||
Issuance of common stock, common warrants and prefunded warrants, net of offering cost | 787 | 787 | ||||
Issuance of common stock, common warrants and prefunded warrants, net of offering cost, shares | 221,000 | |||||
Fractional shares adjusted for reverse split | ||||||
Fractional shares adjusted for reverse split, shares | 3,371 | |||||
Issuance of common stock, net of offering cost / At-the-market offering | 523 | 523 | ||||
Issuance of common stock, net of offering cost / At-the-market offering, shares | 239,359 | |||||
Exercise of prefunded common stock warrants | ||||||
Exercise of prefunded common stock warrants, shares | 201,961 | |||||
Warrant exercise | ||||||
Warrant exercise, shares | 33,333 | |||||
Exchange of common shares for prefunded warrants | ||||||
Exchange of common shares for prefunded warrants, shares | (115,269) | |||||
Stock-based compensation | 329 | 329 | ||||
Net loss | (5,156) | (5,156) | ||||
Balance at Sep. 30, 2019 | 154,084 | $ (264) | (145,239) | 8,581 | ||
Balance, shares at Sep. 30, 2019 | 2,593,780 | 5,559 | 3 | |||
Balance at Jun. 30, 2019 | 153,347 | $ (264) | (141,876) | 11,207 | ||
Balance, shares at Jun. 30, 2019 | 2,321,088 | 5,559 | 3 | |||
Issuance of common stock, net of offering cost / At-the-market offering | 523 | 523 | ||||
Issuance of common stock, net of offering cost / At-the-market offering, shares | 239,359 | |||||
Warrant exercise | ||||||
Warrant exercise, shares | 33,333 | |||||
Stock-based compensation | 214 | 214 | ||||
Net loss | (3,363) | (3,363) | ||||
Balance at Sep. 30, 2019 | 154,084 | $ (264) | (145,239) | 8,581 | ||
Balance, shares at Sep. 30, 2019 | 2,593,780 | 5,559 | 3 | |||
Balance at Dec. 31, 2019 | 155,062 | $ (264) | (144,266) | 10,532 | ||
Balance, shares at Dec. 31, 2019 | 4,825,549 | 5,559 | 3 | |||
Issuance of common stock, common warrants and prefunded warrants, net of offering cost | 6,559 | 6,559 | ||||
Issuance of common stock, common warrants and prefunded warrants, net of offering cost, shares | 3,245,745 | |||||
Issuance of common stock, net of offering cost | $ 2 | 17,843 | 17,845 | |||
Issuance of common stock, net of offering cost, shares | 16,090,909 | |||||
Common warrant and prefunded warrant exercise | $ 1 | 7,203 | 7,204 | |||
Common warrant and prefunded warrant exercise, shares | 10,758,016 | |||||
Distribution of Hoth common stock | (269) | (269) | ||||
Net loss | (12,663) | (12,663) | ||||
Balance at Sep. 30, 2020 | $ 3 | 186,398 | $ (264) | (156,929) | 29,208 | |
Balance, shares at Sep. 30, 2020 | 34,920,219 | 5,559 | 3 | |||
Balance at Jun. 30, 2020 | $ 3 | 186,667 | $ (264) | (154,912) | 31,494 | |
Balance, shares at Jun. 30, 2020 | 34,920,219 | 5,559 | 3 | |||
Distribution of Hoth common stock | (269) | (269) | ||||
Net loss | (2,017) | (2,017) | ||||
Balance at Sep. 30, 2020 | $ 3 | $ 186,398 | $ (264) | $ (156,929) | $ 29,208 | |
Balance, shares at Sep. 30, 2020 | 34,920,219 | 5,559 | 3 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (12,663) | $ (5,156) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of investment | 7,352 | 2,765 |
Change in fair value of warrant liabilities | (81) | |
Research and development-acquired license, expensed | 1,154 | |
Stock-based compensation | 329 | |
Realized (gain) loss on marketable securities | (97) | 130 |
Unrealized loss (gain) on marketable securities | 781 | (132) |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | 135 | 136 |
Accounts payable and accrued expenses | 30 | 125 |
Accrued salaries and benefits | (321) | (138) |
Payable to DatChat | 50 | (207) |
Net cash used in operating activities | (3,579) | (2,229) |
Cash flows from investing activities | ||
Purchase of marketable securities | (98,524) | (6,651) |
Sale of marketable securities | 72,008 | 8,416 |
Sale of Hoth common shares | 460 | |
Purchase of investments at fair value | (550) | |
Purchase of research and development licenses | (1,154) | |
Net cash (used in) provided by investing activities | (27,210) | 1,215 |
Cash flows from financing activities | ||
Proceeds from issuance common stock, common warrants and prefunded warrants, net of offering cost | 6,559 | |
Proceeds from issuance common stock, net of offering cost | 17,845 | 787 |
Proceeds from issuance common stock/ At-the-market offering | 602 | |
Offering costs from the issuance of common stock / At-the-market offering | (79) | |
Proceeds from exercise of warrants | 7,204 | |
Net cash provided by financing activities | 31,608 | 1,310 |
Net increase in cash and cash equivalents | 819 | 296 |
Cash and cash equivalents, beginning of period | 91 | 17 |
Cash and cash equivalents, end of period | 910 | 313 |
Non-cash investing and financing activities | ||
Distribution of Hoth common stock | $ 269 |
Organization and Description of
Organization and Description of Business and Recent Developments | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business and Recent Developments | Note 1. Organization and Description of Business and Recent Developments Organization and Description of Business AIkido Pharma Inc., formerly known as Spherix Incorporated (the "Company"), was initially formed in 1967 and is currently a biotechnology company with a diverse portfolio of small-molecule anti-cancer therapeutics in development. The Company's platform consists of patented technology from leading universities and researchers and we are currently in the process of developing an innovative therapeutic drug platform through strong partnerships with world-renowned educational institutions, including the University of Texas at Austin, the University of Maryland, Baltimore and Wake Forest University. The Company's diverse pipeline of therapeutics includes therapies for pancreatic cancer, acute myeloid leukemia ("AML") and acute lymphoblastic leukemia ("ALL"). The Company is also developing a broad-spectrum antiviral platform that may potentially inhibit replication of multiple viruses including Influenza virus, SARS-CoV (coronavirus), MERS-CoV, Ebolavirus and Marburg virus. The Company previously focused its efforts on owning, developing, acquiring and monetizing intellectual property assets. Since May 2016, the Company has received limited funds from its intellectual property monetization. In addition to its patent monetization efforts, since the fourth quarter of 2017, the Company has been transitioning to focus its efforts as a technology and biotechnology development company. These efforts have focused on biotechnology research and blockchain technology research. The Company's investment in biotechnology research development includes: (i) an investment in Hoth Therapeutics, Inc. ("Hoth"), a development stage biopharmaceutical company focused on unique targeted therapeutics for patients suffering from indications such as atopic dermatitis, also known as eczema, (ii) an investment in DatChat, Inc. ("DatChat"), a privately held personal privacy platform focused on encrypted communication, internet security and digital rights management, and (iii) the acquisition of assets of CBM BioPharma, Inc. ("CBM"), a pharmaceutical company focusing on the development of cancer treatments. During the nine months ended September 30, 2020, the Company raised over $2.0 million of proceeds (see Note 8), therefore, a payment of $1.0 million was due to CBM pursuant to that certain Asset Purchase Agreement, dated as of May 15, 2019, by and between the Company and CBM, as amended (the "CBM Purchase Agreement"). The Company recorded this payment to CBM as a component of research and development license acquired during the nine months ended September 30, 2020 in the condensed consolidated statements of operations. As a result of the Company's biotechnology research development and associated investments and acquisitions, the Company's business portfolio now focuses on the treatment of three different cancers, including pancreatic cancer, AML and ALL. The Company's AML and ALL compounds, developed at Wake Forest University, are targeted therapeutics designed to overcome multiple resistance mechanisms observed with the current standard of care. DHA-dFdC, the Company's pancreatic drug candidate developed at the University of Texas at Austin ("UTA"), is a new compound that the Company hopes will become the next generation of chemotherapy treatment for advanced pancreatic cancer. DHA-dFdC overcomes tumor cell resistance to current chemotherapeutic drugs and is well tolerated in preclinical toxicity tests. Preclinical studies have also indicated that DHA-dFdC inhibits pancreatic cancer cell growth (up to 100,000-fold more potent that gemcitabine, a current standard therapy), has documented efficacy against pancreatic tumors in a clinically relevant transgenic mouse model and has demonstrated activities against other cancers, including leukemia, lung and melanoma. DHA-dFdC is being developed for oral administration in a solid lipid nanoparticle carrier matrix, which has also been licensed from UTA, and is intended to be a second-line treatment for advanced pancreatic cancer. The Company's license with UTA (the "License") is a royalty-bearing exclusive license that, unless terminated earlier, continues until the last date of expiration or termination of the patent rights granted under the License (the "Patent Rights"). With regard to DHA-dFdC, the Patent Rights include several filed U.S. patent applications (a "U.S. Patent Application") and an application filed under the Patent Cooperation Treaty ("PCT") that is currently being prosecuted to secure rights in foreign countries. From these applications, one patent, U.S. Patent No. 10,463,684 (the "684 Patent"), contains items covering the compound DHA-dFdC. Assuming all maintenance fees are timely paid, the 684 Patent is expected to expire on October 27, 2035. The Company's license with UTA also covers a non-provisional U.S. Patent Application filed with respect to the lipid nanoparticle carrier matrix for the drug, which was filed on June 6, 2019. In June of 2020, at the request of the Company, UTA filed both a U.S. non-provisional utility patent application as well as a PCT application relating to the lipid nanoparticle carrier matrix. Patent prosecution on all pending patent applications is currently underway. The Company is currently engaged in third party Chemistry, Manufacturing and Controls ("CMC") activities related to DHA-dFdC. Manufacturing activities thus far have confirmed the critical chemical steps required for the manufacturing and scalability of the process. In tandem, the Company is developing the solid lipid nanoparticle delivery system and is currently optimizing the manufacturing process for size and consistency of the particles. The Company expects these activities, as well as the development of the final formulation to comprise most of the CMC activities through the end of the year. Optimization of the formulation will require in vitro studies as well as some preliminary animal studies. During the first half of 2021, optimization of the formulation and biological studies, including animal toxicology testing and pharmacology testing, are scheduled to occur. To the extent costs are incurred relating to governmental regulations, including under the FDA and environmental regulations, those costs will be borne by our Contract Manufacturing Organizations and Contract Research Organizations and will be passed on to the Company as part of their fees. FDA approval will eventually be required to begin administering DHA-dFdC to patients as part of any clinical trials. The animal studies performed next year will be a necessary prerequisite to filing an Investigational New Drug Application ("IND") with the FDA. The Company's development activities in the first half of 2021 will also include preparing the IND for submission to the FDA. The Company's formulation is a new chemotherapy oral dosage form "repurposing" the chemotherapeutic agent gemcitabine, enabling it to be developed for use in patients following a special regulatory pathway codified in Section 505(b)(2) of the FDA rules. Section 505(b)(2) was enacted to enable sponsors to seek New Drug Application ("NDA") approval for novel repurposed drugs without the need for such sponsors to undertake certain time consuming and expensive safety studies. Proceeding under this regulatory pathway, we hope to be able to rely upon all of the publicly available safety and toxicology data with respect to gemcitabine in our FDA submissions. We believe that this path will dramatically reduce the required clinical development efforts, costs and risks as compared to what would be required of us if we were required to conduct the entire scope of trials required for new chemical entities that are not eligible to be reviewed pursuant to the Section 505(b)(2) regulatory pathway. We estimate that by using the Section 505(b)(2) regulatory pathway, the clinical development process may be several years shorter than is required for a new chemical entity, and the FDA approval process may be six to nine months shorter than the typical eighteen month period, which we believe may result in lower development costs and shorter development time. As of the date hereof, we have not submitted an IND or an NDA to the FDA. During the first half of 2021, we hope to schedule and attend the first of a series of meetings with the FDA to review the requirements for submission and activation of an IND with respect to the DHA/dFdC formulated in SLNs for second-line treatment of advanced pancreatic cancer. At that meeting, we will present to the FDA our proposed clinical trial plan for the treatment of advanced pancreatic cancer. As part the meeting, as is standard, the FDA will provide us with general guidance with respect to specific animal studies, dosing schedules and suggested human safety studies before we commence clinical trials in patients. In addition, the Company is constantly seeking to grow its pipeline to treat unmet medical needs in oncology. In addition, the Company owns an exclusive world-wide license to patented technology from the University of Maryland, Baltimore ("UMB"). The Company's license is for a broad-spectrum antiviral drug platform. The licensed technology is a broadly acting pan-viral inhibitory compound with efficacy against multiple viral pathogens. The technology works to inhibit replication of multiple viruses including Influenza virus, SARS-CoV (coronavirus), MERS-CoV, Ebolavirus and Marburg virus. The Company's license covers two U.S. Nonprovisional Applications, which were consolidated and timely filed as a PCT application on June 5, 2020, commencing patent prosecution. Any patents issued from this application are expected to expire 20 years later, on June 5, 2040, unless the term is extended by the patent office. Publication of the results of the work to which the Company is licensed is expected later this year. Currently, the Company and UMB are collaborating to identify chemical structures that are as effective as, or more effective than, the lead compounds covered in the PCT application. The UMB inventors are Drs. Matthew Frieman, Alexander MacKerell and Stuart Watson. The Company has also executed a Sponsored Research Agreement with UMB to support the development of the technology. The Nasdaq Stock Market Deficiency Notice On September 24, 2020, the Company received a staff deficiency notice from Nasdaq informing the Company that its common stock failed to comply with the $1.00 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). Nasdaq's letter advised the Company that, based upon the closing bid price during the period from August 12, 2020 to September 23, 2020, the Company no longer met this test. Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has been provided with a compliance period of 180 calendar days, or until March 23, 2021, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company's common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to March 23, 2021. |
Liquidity and Capital Resources
Liquidity and Capital Resources | 9 Months Ended |
Sep. 30, 2020 | |
Liquidity and Capital Resources [Abstract] | |
Liquidity and Capital Resources | Note 2. Liquidity and Capital Resources The Company continues to incur ongoing administrative and other expenses, including public company expenses, in excess of corresponding (non-financing related) revenue. While the Company continues to implement its business strategy, it intends to finance its activities through: ● managing current cash, cash equivalents and marketable securities on hand from the Company's past debt and equity offerings, ● seeking additional funds raised through the sale of additional securities in the future, ● seeking additional liquidity through credit facilities or other debt arrangements, and ● increasing revenue from its patent portfolios, license fees and new business ventures. The Company has funded its operations from proceeds from the sale of equity and debt securities, including pre-funded warrants. The Company will require significant additional capital to make the investments it needs to execute its longer-term business plan. The Company's ability to successfully raise sufficient funds through the sale of debt or equity securities when needed is subject to many risks and uncertainties and, even if it were successful, future equity issuances would result in dilution to its existing stockholders and future debt securities may contain covenants that limit the Company's operations or ability to enter into certain transactions. The Company's current cash is sufficient to fund operations for at least the next 12 months; however, the Company will need to raise additional funding through strategic relationships, public or private equity or debt financings, grants or other arrangements to develop and seek regulatory approvals for the Company's existing and new product candidates. If such funding is not available, or not available on terms acceptable to the Company, the Company's current development plan and plans for expansion of its general and administrative infrastructure may be curtailed. Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations and/or search for drug candidates, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission ("SEC") and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of September 30, 2020, condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019, condensed consolidated statement of stockholders' equity for the three and nine months ended September 30, 2020 and 2019, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2020 and 2019 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020 or for any future interim period. The condensed consolidated balance sheet at December 31, 2019 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company's annual report on Form 10-K, which was filed with the SEC on February 3, 2020. Use of Estimates The accompanying condensed consolidated financial statements have been prepared in conformity with US GAAP. This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported expenses during the period. The Company's significant estimates and assumptions include the valuation of investments and the valuation allowance related to the Company's deferred tax assets. Certain of the Company's estimates, including the carrying amount of its investments, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company's estimates and could cause actual results to differ from those estimates and assumptions. Significant Accounting Policies Other than as described below, there have been no material changes in the Company's significant accounting policies to those previously disclosed in the Company's annual report on Form 10-K, which was filed with the SEC on February 3, 2020. Net Income Loss per Share Basic loss per share is computed by dividing the net income or loss applicable to common shares by the weighted average number of common shares outstanding during the period. Net loss attributable to common stockholders includes the effect of the deemed capital contribution on extinguishment of preferred stock and the deemed dividend related to the immediate accretion of beneficial conversion feature of convertible preferred stock. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method) and the conversion of the Company's convertible preferred stock and warrants (using the if-converted method). Diluted loss per share excludes the shares issuable upon the conversion of preferred stock and the exercise of stock options and warrants from the calculation of net loss per share if their effect would be anti-dilutive. Recently Adopted Accounting Standards In August 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-13, " Fair Value Measurement |
Investments in Marketable Secur
Investments in Marketable Securities | 9 Months Ended |
Sep. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Marketable Securities | Note 4. Investments in Marketable Securities The realized gain or loss, unrealized gain or loss, and dividend income related to marketable securities for the three and nine months ended September 30, 2020 and 2019, which are recorded as a component of gains and (losses) on marketable securities on the consolidated statements of operations (excluding a $70,000 distribution to CBM shareholders during the nine months ended September 30, 2020), are as follows ($ in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Realized gain (loss) $ (447 ) $ (32 ) $ 97 $ (130 ) Unrealized gain (loss) (167 ) (6 ) (781 ) 132 Dividend income 180 6 439 29 Interest income 0 - 4 1 $ (433 ) $ (32 ) $ (241 ) $ 32 |
Investment in Hoth Therapeutics
Investment in Hoth Therapeutics, Inc. | 9 Months Ended |
Sep. 30, 2020 | |
Investment in Hoth Therapeutics, Inc. [Abstract] | |
Investment in Hoth Therapeutics, Inc. | Note 5. Investment in Hoth Therapeutics, Inc. The following summarizes the Company investment in Hoth as of September 30, 2020: Security Name Shares Owned as of September 30, Fair value per Share as of September 30, Fair value as of September 30, HOTH 1,166,415 $ 1.97 $ 2,298 On May 6, 2020, the Company entered into that certain Stock Transfer Agreement, by and between the Company and a purchaser, and sold 400,000 shares of Hoth common stock for net proceeds of approximately $0.5 million. On February 23, 2020, the Board of Directors approved a distribution to the Company's stockholders of up to 70,000 Hoth Shares held by the Company. Accordingly, each of the Company's stockholders received one (1) share of Hoth common stock for every five hundred (500) shares of Company common stock held as of 5 p.m. Eastern Time on April 30, 2020, the dividend record date. The Company did not distribute fractional shares of Hoth common stock, and any fractional shares were rounded down to the nearest whole share. The final distribution amount of Hoth Shares is 69,815. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | Note 6. Fair Value of Financial Assets and Liabilities Financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or liabilities Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) The following table presents the Company's assets and liabilities that are measured at fair value at September 30, 2020 and December 31, 2019 ($ in thousands): Fair value measured at September 30, 2020 Total at September 30, Quoted prices in active markets Significant other observable inputs Significant unobservable inputs 2020 (Level 1) (Level 2) (Level 3) Assets Marketable securities - mutual and exchange traded funds $ 26,388 $ 26,388 $ - $ - Investments in Hoth $ 2,298 $ 2,298 $ - $ - Fair value measured at December 31, 2019 Total at December 31, Quoted prices in active markets Significant other observable inputs Significant unobservable inputs 2019 (Level 1) (Level 2) (Level 3) Assets Marketable securities - mutual and exchange traded funds $ 857 $ 857 $ - $ - Investments in Hoth $ 10,128 $ 10,128 $ - $ - |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 7. Net Loss per Share Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at September 30, 2020 and 2019 are as follows: As of September 30, 2020 2019 Convertible preferred stock 688 688 Warrants to purchase common stock 734,501 285,273 Options to purchase common stock 84,304 88,950 Total 819,493 374,911 |
Stockholders' Equity and Conver
Stockholders' Equity and Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity and Convertible Preferred Stock | Note 8. Stockholders' Equity and Convertible Preferred Stock Preferred Stock Effective March 23, 2020, the Company declared a dividend of one right ("Right") for each of the Company's issued and outstanding shares of common stock. Each Right entitles a holder of record, as of the close of business on March 30, 2020, to purchase from the Company one one-thousandth of a share of the Company's Series L preferred stock at a price of $5.00, subject to certain adjustments and subject to the terms of that certain Rights Agreement, dated as of March 23, 2020, by and between the Company and VStock Transfer, LLC, as rights agent (the "Rights Agreement"). The purpose of the Rights Agreement is to diminish the risk that the Company's ability to use its net operating losses and certain other tax assets (collectively, " Tax Benefits Tax Code Common Stock On March 3, 2020, the Company entered into that certain Securities Purchase Agreement, by and among the Company and certain purchasers, pursuant to which the Company agreed to issue and sell to the purchasers 3,245,745 shares of the Company's common stock, and common warrants ("Common Warrants") to purchase up to 7,142,858 shares of common stock at a price of $ per share of common stock and Common Warrant. This offering resulted in gross proceeds of approximately $7.5 million before deducting the placement agent's fee and related offering expenses of $1.0 million. On March 9, 2020, the Company entered into that certain Securities Purchase Agreement, by and among the Company and certain purchasers, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 2,090,909 shares of the Company's common stock at an offering price of $ per share. The Company also issued placement agent warrants to the placement agent (the "Placement Agent Warrant") to purchase 167,273 shares of common stock with an exercise price of $3.4375 per share. The Company has determined that the Placement Agent Warrant should be accounted as a component of stockholders' equity. On the issuance date, the Company estimated the aggregate fair value of Placement Agent Warrant at $0.2 million using the Black-Scholes option pricing model using the following primary assumptions: fair value of common stock underlying the warrants is $1.83, expected life of 5 years, volatility rate of 122.29%, risk-free interest rate of 0.63% and expected dividend rate of 0%. On April 14, 2020, the Company, entered into that certain Securities Purchase Agreement, by and among the Company and certain purchasers, pursuant to which the Company agreed to issue and sell 14,000,000 shares of the Company's common stock at an offering price of $ per share. The registered offering resulted in gross proceeds to the Company of $14.0 million, before deducting the placement agent's fee and other related offering expenses. Warrants A summary of warrant activity for the nine months ended September 30, 2020 is presented below: Warrants Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life Outstanding as of December 31, 2019 351,939 $ 19.96 $ 111,332 0.94 Issued 11,207,244 0.72 - 0.11 Exercised (10,758,016 ) 0.67 - - Outstanding as of September 30, 2020 801,167 $ 9.86 40,000 0.22 During the nine months ended September 30, 2020, the Company issued 3,897,113 and 6,860,903 shares of common stock upon exercise of the Pre-Funded Warrant and Common Warrants, respectively, which resulted in gross proceeds of approximately $7.2 million. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Legal Proceedings In the past, in the ordinary course of business, the Company actively pursued legal remedies to enforce its intellectual property rights and to stop unauthorized use of our technology. Other than ordinary routine litigation incidental to the business, we know of no material, active or pending legal proceedings against us. Risks and Uncertainties – COVID-19 Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations and/or search for drug candidates, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10. Subsequent Events The Company evaluated events that have occurred after the balance sheet date through the date the financial statements were issued. Based upon the evaluation and transactions, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission ("SEC") and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of September 30, 2020, condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019, condensed consolidated statement of stockholders' equity for the three and nine months ended September 30, 2020 and 2019, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2020 and 2019 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020 or for any future interim period. The condensed consolidated balance sheet at December 31, 2019 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company's annual report on Form 10-K, which was filed with the SEC on February 3, 2020. |
Use of Estimates | Use of Estimates The accompanying condensed consolidated financial statements have been prepared in conformity with US GAAP. This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported expenses during the period. The Company's significant estimates and assumptions include the valuation of investments and the valuation allowance related to the Company's deferred tax assets. Certain of the Company's estimates, including the carrying amount of its investments, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company's estimates and could cause actual results to differ from those estimates and assumptions. |
Significant Accounting Policies | Significant Accounting Policies Other than as described below, there have been no material changes in the Company's significant accounting policies to those previously disclosed in the Company's annual report on Form 10-K, which was filed with the SEC on February 3, 2020. |
Net Income Loss per Share | Net Income Loss per Share Basic loss per share is computed by dividing the net income or loss applicable to common shares by the weighted average number of common shares outstanding during the period. Net loss attributable to common stockholders includes the effect of the deemed capital contribution on extinguishment of preferred stock and the deemed dividend related to the immediate accretion of beneficial conversion feature of convertible preferred stock. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method) and the conversion of the Company's convertible preferred stock and warrants (using the if-converted method). Diluted loss per share excludes the shares issuable upon the conversion of preferred stock and the exercise of stock options and warrants from the calculation of net loss per share if their effect would be anti-dilutive. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-13, " Fair Value Measurement |
Investments in Marketable Sec_2
Investments in Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of marketable securities | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Realized gain (loss) $ (447 ) $ (32 ) $ 97 $ (130 ) Unrealized gain (loss) (167 ) (6 ) (781 ) 132 Dividend income 180 6 439 29 Interest income 0 - 4 1 $ (433 ) $ (32 ) $ (241 ) $ 32 |
Investment in Hoth Therapeuti_2
Investment in Hoth Therapeutics, Inc. (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investment in Hoth Therapeutics, Inc. [Abstract] | |
Schedule of company investment in Hoth | Security Name Shares Owned as of September 30, Fair value per Share as of September 30, Fair value as of September 30, HOTH 1,166,415 $ 1.97 $ 2,298 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value assets and liabilities | Fair value measured at September 30, 2020 Total at September 30, Quoted prices in active markets Significant other observable inputs Significant unobservable inputs 2020 (Level 1) (Level 2) (Level 3) Assets Marketable securities - mutual and exchange traded funds $ 26,388 $ 26,388 $ - $ - Investments in Hoth $ 2,298 $ 2,298 $ - $ - Fair value measured at December 31, 2019 Total at December 31, Quoted prices in active markets Significant other observable inputs Significant unobservable inputs 2019 (Level 1) (Level 2) (Level 3) Assets Marketable securities - mutual and exchange traded funds $ 857 $ 857 $ - $ - Investments in Hoth $ 10,128 $ 10,128 $ - $ - |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of potentially dilute loss per share | As of September 30, 2020 2019 Convertible preferred stock 688 688 Warrants to purchase common stock 734,501 285,273 Options to purchase common stock 84,304 88,950 Total 819,493 374,911 |
Stockholders' Equity and Conv_2
Stockholders' Equity and Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrant activity | Warrants Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life Outstanding as of December 31, 2019 351,939 $ 19.96 $ 111,332 0.94 Issued 11,207,244 0.72 - 0.11 Exercised (10,758,016 ) 0.67 - - Outstanding as of September 30, 2020 801,167 $ 9.86 40,000 0.22 |
Organization and Description _2
Organization and Description of Business and Recent Developments (Details Narrative) | 1 Months Ended | 9 Months Ended |
Sep. 24, 2020 | Sep. 30, 2020 | |
Organization and Description of Business and Recent Developments (Textual) | ||
Description of biotechnology research development | Preclinical studies have also indicated that DHA-dFdC inhibits pancreatic cancer cell growth (up to 100,000-fold more potent that gemcitabine, a current standard therapy). | |
Asset purchase agreement, description | The Company raised over $2.0 million of proceeds (see Note 8), therefore, a payment of $1.0 million was due to CBM pursuant to that certain Asset Purchase Agreement, dated as of May 15, 2019, by and between the Company and CBM, as amended (the “CBM Purchase Agreement”). | |
Nasdaq stock market deficiency notice, description | The Company received a staff deficiency notice from Nasdaq informing the Company that its common stock failed to comply with the $1.00 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). Nasdaq's letter advised the Company that, based upon the closing bid price during the period from August 12, 2020 to September 23, 2020, the Company no longer met this test. | The Company has been provided with a compliance period of 180 calendar days, or until March 23, 2021, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company's common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to March 23, 2021. |
Nonprovisional applications, description | The Company's license covers two U.S. Nonprovisional Applications, which were consolidated and timely filed as a PCT application on June 5, 2020, commencing patent prosecution. Any patents issued from this application are expected to expire 20 years later, on June 5, 2040, unless the term is extended by the patent office. Publication of the results of the work to which the Company is licensed is expected later this year. Currently, the Company and UMB are collaborating to identify chemical structures that are as effective as, or more effective than, the lead compounds covered in the PCT application. | |
Expected to expire dated | Oct. 27, 2035 |
Investments in Marketable Sec_3
Investments in Marketable Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Realized gain (loss) | $ (447) | $ (32) | $ 97 | $ (130) |
Unrealized gain (loss) | (167) | (6) | (781) | 132 |
Dividend income | 180 | 6 | 439 | 29 |
Interest income | 0 | 4 | 1 | |
Total marketable securities | $ (433) | $ (32) | $ (241) | $ 32 |
Investments in Marketable Sec_4
Investments in Marketable Securities (Details Textual) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Investments in Marketable Securities (Textual) | |
Distribution to shareholders | $ 70,000 |
Investment in Hoth Therapeuti_3
Investment in Hoth Therapeutics, Inc. (Details) - Hoth Therapeutics Inc [Member] $ / shares in Units, $ in Thousands | Sep. 30, 2020USD ($)$ / sharesshares |
Shares Owned | shares | 1,166,415 |
Fair value per Share | $ / shares | $ 1.97 |
Fair value | $ | $ 2,298 |
Investment in Hoth Therapeuti_4
Investment in Hoth Therapeutics, Inc. (Details Narrative) - Hoth Therapeutics Inc [Member] - USD ($) $ in Thousands | May 06, 2020 | Feb. 23, 2020 |
Investment in Hoth Therapeutics, Inc. (Textual) | ||
Issuance of shares | 70,000 | |
Sale of stock, number of shares issue | 400,000 | |
Net proceeds | $ 500,000 | |
Final distribution shares | 69,815 | |
Common stock, shares | 500 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Marketable securities - mutual and exchange traded funds | $ 26,388 | $ 857 |
Investments in Hoth | 2,298 | 10,128 |
Quoted prices in active markets (Level 1) [Member] | ||
Assets | ||
Marketable securities - mutual and exchange traded funds | 26,388 | 857 |
Investments in Hoth | 2,298 | 10,128 |
Significant other observable inputs (Level 2) [Member] | ||
Assets | ||
Marketable securities - mutual and exchange traded funds | ||
Investments in Hoth | ||
Significant unobservable inputs (Level 3) [Member] | ||
Assets | ||
Marketable securities - mutual and exchange traded funds | ||
Investments in Hoth |
Net Loss per Share (Details)
Net Loss per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Total | 819,493 | 374,911 |
Convertible Preferred Stock [Member] | ||
Total | 688 | 688 |
Warrants to purchase common stock [Member] | ||
Total | 734,501 | 285,273 |
Options to purchase common stock [Member] | ||
Total | 84,304 | 88,950 |
Stockholders' Equity and Conv_3
Stockholders' Equity and Convertible Preferred Stock (Details) - Warrant [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Number of shares | |
Outstanding at beginning | shares | 351,939 |
Issued | shares | 11,207,244 |
Exercised | shares | (10,758,016) |
Outstanding at ending | shares | 801,167 |
Weighted Average Exercise Price | |
Beginning balance | $ / shares | $ 19.96 |
Issued | $ / shares | 0.72 |
Exercised | $ / shares | 0.67 |
Ending balance | $ / shares | $ 9.86 |
Total Intrinsic value | |
Outstanding at beginning | $ | $ 111,332 |
Issued | $ | |
Exercised | $ | |
Outstanding at ending | $ | $ 40,000 |
Weighted Average Remaining Contractual Life (In years) | |
Outstanding at beginning | 11 months 8 days |
Issued | 1 month 9 days |
Exercised | |
Outstanding at ending | 2 months 19 days |
Stockholders' Equity and Conv_4
Stockholders' Equity and Convertible Preferred Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 14, 2020 | Mar. 23, 2020 | Mar. 09, 2020 | Mar. 03, 2020 | Sep. 30, 2020 |
Stockholders' Equity and Convertible Preferred Stock (Textual) | |||||
Description of issued of warrants | The Company issued 3,897,113 and 6,860,903 shares of common stock upon exercise of the Pre-Funded Warrant and Common Warrants, respectively, which resulted in gross proceeds of approximately $7.2 million. | ||||
Securities Purchase Agreement [Member] | |||||
Stockholders' Equity and Convertible Preferred Stock (Textual) | |||||
Number of common stock issued | 2,090,909 | 3,245,745 | |||
Warrants to purchase common stock | 7,142,858 | ||||
Price per share | $ 2.75 | $ 1.05 | |||
Pre-Funded Warrants, description | The Company also offered 3,897,113 pre-funded warrants ("Pre-Funded Warrants") to purchase shares of common stock with a purchase price of $1.0499 each Pre-Funded Warrant. The exercise price of each Pre-Funded Warrant was $0.0001 per share and each Common Warrant was $1.05 per share. | ||||
Description of issued of warrants | The Company, entered into that certain Securities Purchase Agreement, by and among the Company and certain purchasers, pursuant to which the Company agreed to issue and sell 14,000,000 shares of the Company’s common stock at an offering price of $1.00 per share. | The Company also issued placement agent warrants to the placement agent (the “Placement Agent Warrant”) to purchase 167,273 shares of common stock with an exercise price of $3.4375 per share. | |||
Gross proceeds | $ 14,000 | $ 7,500 | |||
Offering expense | $ 1,000 | ||||
Estimated the aggregate fair value | $ 200 | ||||
Fair value of common stock underlying the warrants | $ 1.83 | ||||
Expected life | 5 years | ||||
Volatility rate | 122.29% | ||||
Risk-free interest rate | 0.63% | ||||
Expected dividend rate | 0.00% | ||||
Series L Preferred Stock [Member] | |||||
Stockholders' Equity and Convertible Preferred Stock (Textual) | |||||
Stock ownership change percentage | 5-percent shareholders | ||||
Stock ownership change, description | (i) discouraging any person or group from becoming a shareholder of 4.99% or more of Common Stock and (ii) discouraging any existing 4.99% shareholder from acquiring any additional shares of the Company’s stock. | ||||
Description of preferred stock voting rights | Each Right entitles a holder of record, as of the close of business on March 30, 2020, to purchase from the Company one one-thousandth of a share of the Company's Series L preferred stock at a price of $5.00, subject to certain adjustments and subject to the terms of that certain Rights Agreement, dated as of March 23, 2020, by and between the Company and VStock Transfer, LLC, as rights agent (the "Rights Agreement"). |