Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55331 | |
Entity Registrant Name | REBUS HOLDINGS, INC. | |
Entity Central Index Key | 0001421204 | |
Entity Tax Identification Number | 20-0438951 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2629 Townsgate Road | |
Entity Address, Address Line Two | Suite 215 | |
Entity Address, City or Town | Westlake Village | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91361 | |
City Area Code | 818 | |
Local Phone Number | 661-6302 | |
Entity Current Reporting Status | 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 | 10,309,212 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 995 | $ 404 |
Total current assets | 995 | 404 |
Total assets | 995 | 404 |
Current liabilities: | ||
Accounts payable | 1,931 | 2,261 |
Accrued expenses | 1,986 | 1,940 |
Convertible debentures, net of unamortized discount of $458 and $488 | 440 | 1,878 |
Derivative liability | 1,958 | 6,828 |
Total current liabilities | 6,315 | 12,907 |
Total liabilities | 6,315 | 12,907 |
Commitments and contingencies (Note 7) | ||
Stockholders’ deficit: | ||
Common Stock Value | ||
Common stock, par value $.0001 per share; 1,000,000,000 shares authorized, 9,579,879 and 2,478,848 shares issued and outstanding, respectively | 1 | |
Additional paid-in capital | 59,008 | 54,472 |
Accumulated deficit | (64,329) | (66,975) |
Total stockholders’ deficit | (5,320) | (12,503) |
Total liabilities and stockholders’ deficit | 995 | 404 |
Series A Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Common Stock Value | ||
Series B Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Common Stock Value | ||
Series C Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Common Stock Value | ||
Series D Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Common Stock Value | ||
Series E Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Common Stock Value | ||
Series F Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Common Stock Value |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Net of unamortized discount, convertible debentures | $ 458 | $ 488 |
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 29,978,846 | 29,978,846 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 9,579,879 | 2,478,848 |
Common stock, shares outstanding | 9,579,879 | 2,478,848 |
Series A Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 1,854 | 1,854 |
Convertible preferred stock, shares issued | 134 | 134 |
Convertible preferred stock, shares outstanding | 134 | 134 |
Series B Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 1,000 | 1,000 |
Convertible preferred stock, shares issued | 71 | 71 |
Convertible preferred stock, shares outstanding | 71 | 71 |
Series C Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 300 | 300 |
Convertible preferred stock, shares issued | 290 | 290 |
Convertible preferred stock, shares outstanding | 290 | 290 |
Series D Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 5,000 | 5,000 |
Convertible preferred stock, shares issued | 5,000 | 5,000 |
Convertible preferred stock, shares outstanding | 5,000 | 5,000 |
Series E Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 5,000 | 5,000 |
Convertible preferred stock, shares issued | 5,000 | 5,000 |
Convertible preferred stock, shares outstanding | 5,000 | 5,000 |
Series F Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 8,000 | 8,000 |
Convertible preferred stock, shares issued | 8,000 | 8,000 |
Convertible preferred stock, shares outstanding | 8,000 | 8,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating expenses: | ||||
Research and development | $ 97 | $ 11 | $ 190 | $ 33 |
General and administrative | 118 | 126 | 371 | 344 |
Total operating expenses | 215 | 137 | 561 | 377 |
Loss from operations | (215) | (137) | (561) | (377) |
Other income (expense): | ||||
Gain on change in fair value of derivative liability | 6,660 | 2,024 | 3,001 | 353 |
Gain on conversion of debt | (48) | 240 | 1,130 | 398 |
Interest expense, net | (272) | (21) | (924) | (169) |
Income (loss) before provision for income taxes | 6,125 | 2,106 | 2,646 | 205 |
Provision for income taxes | ||||
Net income (loss) | $ 6,125 | $ 2,106 | $ 2,646 | $ 205 |
Net income (loss) per common share, basic | $ 0.81 | $ 11.84 | $ 0.39 | $ 2.25 |
Net income (loss) per common share, diluted | $ (0.01) | $ (0.02) | $ (0.03) | $ (0.05) |
Weighted average shares outstanding, basic | 7,612,241 | 181,774 | 6,740,889 | 94,764 |
Weighted average shares outstanding, diluted | 38,536,773 | 7,230,566 | 20,928,472 | 7,143,556 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY DEFICIT (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 51,957 | $ (60,680) | $ (8,723) | ||
Beginning balance shares at Dec. 31, 2019 | 5,495 | 12,160 | |||
Conversion of notes | 730 | 730 | |||
Conversion of notes (in shares) | 58,378 | ||||
Net income | (726) | (726) | |||
Ending balance, value at Mar. 31, 2020 | 52,687 | (61,406) | (8,719) | ||
Ending balance shares at Mar. 31, 2020 | 5,495 | 70,538 | |||
Sale of preferred stock | 5 | 5 | |||
Sale of preferred stock, (in shares) | 5,000 | ||||
Net income | (1,175) | (1,175) | |||
Ending balance, value at Jun. 30, 2020 | 52,692 | (62,581) | (9,889) | ||
Ending balance shares at Jun. 30, 2020 | 10,495 | 70,538 | |||
Conversion of notes | 570 | 570 | |||
Conversion of notes (in shares) | 473,186 | ||||
Net income | 2,106 | 2,106 | |||
Ending balance, value at Sep. 30, 2020 | 53,262 | (60,475) | (7,213) | ||
Ending balance shares at Sep. 30, 2020 | 10,495 | 543,724 | |||
Beginning balance, value at Dec. 31, 2020 | 54,472 | (66,975) | (12,503) | ||
Beginning balance shares at Dec. 31, 2020 | 18,495 | 2,478,848 | |||
Conversion of notes | $ 1 | 3,462 | 3,463 | ||
Conversion of notes (in shares) | 4,248,864 | ||||
Director compensation waived | 336 | 336 | |||
Net income | (20,635) | (20,635) | |||
Ending balance, value at Mar. 31, 2021 | $ 1 | 58,270 | (87,610) | (29,339) | |
Ending balance shares at Mar. 31, 2021 | 18,495 | 6,727,712 | |||
Conversion of notes | 232 | 232 | |||
Conversion of notes (in shares) | 378,167 | ||||
Net income | 17,156 | 17,156 | |||
Ending balance, value at Jun. 30, 2021 | $ 1 | 58,502 | (70,454) | (11,951) | |
Ending balance shares at Jun. 30, 2021 | 18,495 | 7,105,879 | |||
Conversion of notes | 506 | 506 | |||
Conversion of notes (in shares) | 2,474,000 | ||||
Net income | 6,125 | 6,125 | |||
Ending balance, value at Sep. 30, 2021 | $ 1 | $ 59,008 | $ (64,329) | $ (5,320) | |
Ending balance shares at Sep. 30, 2021 | 18,495 | 9,579,879 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 2,646 | $ 205 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Gain on change in fair value of derivative liability | (3,001) | (353) |
Gain on conversion of debt | (1,130) | (398) |
Amortization of debt discount | 924 | 167 |
Increase in operating liabilities: | ||
Accounts payable and accrued expenses | 152 | 134 |
Cash used in operating activities | (409) | (245) |
Cash flows from investing activities: | ||
Cash used in investing activities | ||
Cash flows from financing activities: | ||
Proceeds from convertible notes | 1,000 | 250 |
Proceeds from sale of preferred stock | 5 | |
Cash provided by financing activities | 1,000 | 255 |
Net increase in cash and restricted cash | 591 | 10 |
Cash and restricted cash, beginning of period | 404 | 23 |
Cash and restricted cash, end of period | $ 995 | $ 33 |
BACKGROUND
BACKGROUND | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND | NOTE 1 – BACKGROUND Rebus Holdings, Inc. (“we”, “us”, “our company”, “our”, “Rebus,” “Rebus Holdings,” or the “Company”) (formerly known as Inspyr Therapeutics, Inc., see Note 10 Subsequent Events) was formed under the laws of the State of Delaware in November 2003, and has its principal office in Westlake Village, California. We are focused on the research and development of novel targeted precision therapeutics for the treatment of cancer. Our approach utilizes our proprietary delivery technology to better enhance immuno-modulation for improved therapeutic outcomes. Our potential first-in-class immune-oncology lead asset, RT-AR001, an adenosine receptor A2B antagonist, is differentiated by its novel microparticle formulation that allows for better tumor infiltration and enhanced outcomes when administered intra-tumorally. Our patented portfolio of adenosine receptor antagonists provides flexibility to optimize treatment based on the specific targets found in each type of cancer. The adenosine receptor modulators include A 2B antagonists, dual A 2A /A 2B antagonists, and A 2A antagonists that have broad development applicability including indications within immuno-oncology and inflammation. Adenosine is implicated in immunosuppression in the tumor microenvironment. Adenosine receptor antagonists may boost the host immune response against the tumor as a single-agent and in combination with other existing immuno-oncology agents leading to enhanced tumor killing and inhibition of metastasis. Adenosine also has anti-inflammatory properties in the acute and chronic setting. Adenosine receptor antagonists may promote a decreased inflammatory response and can potentially treat a broad range of inflammatory and autoimmune based diseases and conditions (e.g., rheumatoid arthritis, joint injury, Crohn’s disease, psoriasis) as well as improve wound healing and decrease pain. Pursuant to our recent termination of license with Ridgeway Therapeutics, Inc., a Delaware Corporation (“Ridgeway”), we reacquired the rights to certain intellectual property, discussed above, and are currently focusing on a pipeline of small molecule adenosine receptor modulators. In October 2020, pursuant to the cancellation of a license agreement whereby we previously licensed US Patent 9,593,118, we reacquired the exclusive right to such patent that covers both A2B and dual A2A/A2B antagonists. Accordingly, going forward our major focus will be to: (i) further characterization of the anti-cancer activity of our unique pipeline delivery platform containing A2B and dual A2A/A2B antagonists, leading to selection of a clinical candidate or candidates for an Investigative New Drug or IND enabling studies; and (ii) licensing and/or partnering our delivery platform and the A2B and dual A2A/A2B antagonists for further development. Our ability to execute the business plan is contingent upon our ability to raise the necessary funds. During March 2020, we sold approximately $ 250,000 500,000 500,000 500,000 Reverse Stock Split As further described in Note 10, Subsequent Events, pursuant to a written consent, Rebus’ shareholders approved a proposal authorizing the Board of Directors to effect a reverse stock split of the Company’s common stock (“Common Stock”). On September 1, 2021, the Board of Directors approved a one-for-seventy-five (1-for-75) reverse stock split of the Company’s Common Stock (“Reverse Stock Split”). The Reverse Stock Split became effective with the Secretary of State of Delaware as of 4:59 p.m. Eastern Time on October 5, 2021, and the Company began trading on a post Reverse Stock Split basis at the market open on October 12, 2021. As a result of the Reverse Stock Split, each of the holders of the Company’s Common Stock received one (1) new share of Common Stock for every seventy-five (75) shares such shareholder held immediately prior. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares that would have otherwise resulted from the Reverse Stock Split will be rounded up to the next whole number of shares. The Reverse Stock Split also affected the Company’s outstanding stock options, warrants and other exercisable or convertible instruments and resulted in the shares underlying such instruments being reduced and the exercise price being increased proportionately to the Reverse Stock Split ratio. All share and per share data have been retroactively restated in the accompanying consolidated financial statements and footnotes for all periods presented to reflect the effects of the Reverse Stock Split. Termination of License Agreement On October 5, 2020, the Company entered into an agreement with Ridgeway(“Termination Agreement”) whereby the parties terminated the licensing agreement previously entered into on August 3, 2018 (“Licensing Agreement”), The Company had previously licensed certain technologies related to targeting adenosine receptor antagonists for the treatment of cancer (the “Licensed Assets”). As a result of the Termination Agreement, the Company reacquired full ownership and worldwide rights to all of the Licensed Assets as well as any improvements made thereto. In exchange for entering into the Termination Agreement, the Company issued to Ridgeway: (i) sixty-five million shares Common Stock, and (ii) 8,000 shares of Series F 0% Convertible Preferred Stock (“Series F Preferred Stock”). Additionally, the Company paid expenses and costs of Ridgeway’s aggregating approximately $ 25,000 Pursuant to a Certificate of Designation of the Series F Preferred Stock, each share of Series F Preferred Stock has a stated value of $10.00 per share and is convertible into Common Stock at any time at the election of the holder. In the aggregate, all of the Series F Preferred Stock issued to Ridgeway is convertible into such number of shares of Common Stock equal to eighty percent (80%) of the issued and outstanding shares of Common Stock, post-conversion, on the conversion date (taking into effect any forward or reverse stock splits or consolidations). The Series F Preferred Stock votes on an as if converted to Common Stock basis. Additionally, upon the Company’s outstanding Convertible Debentures (as such term is defined in the Certificate of Designation) being terminated, converted, or otherwise extinguished, the Series F Preferred Stock will automatically convert into Common Stock. Pursuant to the Termination Agreement, in the event that the Company is unable to secure equity financing resulting in aggregate gross proceeds to the Company of at least $ 5,000,000 As a result of the issuance of the Common Shares and Series F Preferred Stock, Ridgeway became the owner of approximately 54.14 |
MANAGEMENT_S PLANS TO CONTINUE
MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN | 9 Months Ended |
Sep. 30, 2021 | |
Managements Plans To Continue As Going Concern | |
MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN | NOTE 2 – MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN Basis of Presentation We have prepared our unaudited condensed consolidated financial statements on the basis that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred losses from operations since inception, we have a working capital deficit of $ 5.3 64.3 To date, we have generated no sales or revenues, have incurred significant losses and expect to incur significant additional losses as we advance our product candidates through development. Consequently, our operations are subject to all the risks inherent in the establishment of a pre-revenue business enterprise as well as those risks associated with a company engaged in the research and development of pharmaceutical compounds. Our cash balances at September 30, 2021 were approximately $ 995,000 100 500,000 500,000 In the event additional financing is not obtained, we may pursue cost cutting measures as well as explore the sale of assets to generate additional funds. If we are required to significantly reduce operating expenses and delay, reduce the scope of, or eliminate any of our development programs or clinical trials, these events could have a material adverse effect on our business, results of operations, and financial condition. These factors raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our current cash level raises substantial doubt about our ability to continue as a going concern past the second quarter of 2022. If we do not obtain additional funds by such time, we may no longer be able to continue as a going concern and will cease operation which means that our shareholders will lose their entire investment. |
SUMMARY OF CRITICAL ACCOUNTING
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES | NOTE 3 – SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These interim consolidated financial statements for the three and nine months ended September 30, 2021 and 2020 are unaudited; however, in the opinion of management, such statements include all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future period. All references to September 30, 2021 and 2020 financials in these footnotes refer to unaudited consolidated financial statements as of those dates. These unaudited condensed consolidated financial statements should be read in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2020, included in the Company’s annual report on Form 10-K filed with the SEC on March 31, 2021. The consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at such date but do not include all disclosures required by the accounting principles generally accepted in the United States of America. Principles of Consolidation The consolidated financial statements include the accounts of the parent company, Rebus Holdings, Inc., (fka Inspyr Therapeutics, Inc.) and its wholly-owned subsidiary, Lewis & Clark Pharmaceuticals, Inc. All significant intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Significant estimates include the fair value of derivative instruments, stock-based compensation, recognition of clinical trial costs and other accrued liabilities. Actual results may differ from those estimates. Research and Development Research and development costs are charged to expense as incurred. Our research and development expenses consist primarily of expenditures for pre-clinical research, toxicology and other studies, manufacturing, clinical trials, compensation and consulting costs associated therewith. We incurred research and development expenses of approximately $ 97,000 11,000 190,000 33,000 Cash Equivalents For purposes of the statements of cash flows, we consider all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. We maintain our cash in bank deposit accounts which, at times, may exceed applicable government mandate insurance limits. We have not experienced any losses in our accounts. We did no Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may exceed applicable government mandated insurance limits. Cash was $ 1.0 0.4 Loss per Share Basic loss per share is calculated by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share. The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding for the three and nine months ended September 30, 2021 and 2020, as they would be anti-dilutive: Schedule of Anti dilutive Securities Excluded from Computation of Earnings Per Share Three and Nine Months 2021 2020 Shares underlying options outstanding 9 9 Shares underlying warrants outstanding 53 53 Shares underlying convertible preferred stock outstanding 95,250 3,739 95,312 3,801 Diluted loss per share for the three and nine months ended September 30, 2021 and 2020 is calculated as follows: Diluted loss per share Three months Three months Nine months Nine months September 30, September 30, September 30, September 30, 2021 2020 2021 2020 Net income attributable to common shareholders $ 6,125 $ 2,106 $ 2,646 $ 205 Income attributable to convertible instruments (6,612 ) (2,264 ) (4,131 ) (751 ) Expense attributable to convertible instruments 272 21 924 169 Diluted loss attributable to common shareholders $ (215 ) $ (137 ) $ (561 ) $ (377 ) Basic shares outstanding 7,612,241 181,774 6,740,889 94,764 Dilutive convertible instruments 30,924,532 7,048,792 14,187,583 7,048,792 Diluted shares outstanding 38,536,773 7,230,566 20,928,472 7,143,556 Diluted loss per share $ (0.01 ) $ (0.02 ) $ (0.03 ) $ (0.05 ) Derivative Liability The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company values its derivative liabilities using the Black-Scholes option valuation model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations. Fair Value of Financial Instruments Our short-term financial instruments, including cash, accounts payable and other liabilities, consist primarily of instruments with maturities of one year or less when acquired. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. The derivative liabilities consist of our convertible notes and Series F preferred stock with variable conversion features. The Company uses the Black-Scholes option-pricing model to value its derivative liabilities which incorporate the Company’s stock price, volatility, U.S. risk-free interest rate, dividend rate, and estimated life. Fair Value Measurements The U.S. GAAP Valuation Hierarchy establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company has recorded a derivative liability for its convertible notes and preferred stock with variable conversion features as of September 30, 2021 and 2020. The tables below summarize the fair values of our financial liabilities as of September 30, 2021 and December 31, 2020 (in thousands): Schedule of fair values of financial liabilities Fair Value at Fair Value Measurement Using 2021 Level 1 Level 2 Level 3 Convertible notes $ 542 — — $ 542 Preferred stock 1,416 — — 1,416 Derivative liability $ 1,958 $ — $ — $ 1,958 Fair Value at Fair Value Measurement Using 2020 Level 1 Level 2 Level 3 Convertible notes $ 2,705 — — $ 2,705 Preferred stock 4,123 — — 4,123 Derivative liability $ 6,828 $ — $ — $ 6,828 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands): Schedule of derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) Nine Months ended 2021 2020 Balance at beginning of period $ 6,828 $ 1,785 Additions to derivative instruments 1,354 167 Reclassification on conversion (3,223 ) (766 ) Gain on change in fair value of derivative liability (3,001 ) (353 ) Balance at end of period $ 1,958 $ 833 Recent Accounting Pronouncements With the exception of those discussed below, there have not been any recent changes in accounting pronouncements and Accounting Standards Update (ASU) issued by the Financial Accounting Standards Board (FASB) during the nine months ended September 30, 2021 that are of significance or potential significance to the Company. In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” This guidance, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 4 – SUPPLEMENTAL CASH FLOW INFORMATION The following table contains additional information for the periods reported (in thousands). Schedule of additional information of cash flow Nine Months Ended 2021 2020 Non-cash financial activities: Common stock issued on conversion of notes payable and derivative liability $ 4,202 $ 1,300 Debentures converted to common stock 2,568 933 Derivative liability extinguished upon conversion of notes payable 3,223 766 Derivative liability issued 1,354 167 Accounts payable paid through issuance of debentures 100 — Accrued directors fees forgiven and credited to paid in capital 336 — There was no cash paid for interest and income taxes for the nine months ended September 30, 2021 and 2020. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 5 – ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): Schedule of accrued expenses September 30, December 31, Accrued compensation and benefits $ 1,326 $ 1,326 Accrued research and development 233 233 Accrued other 427 381 Total accrued expenses $ 1,986 $ 1,940 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | NOTE 6 – DERIVATIVE LIABILITY We account for equity-linked financial instruments, such as our convertible preferred stock, convertible debentures and our common stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the respective agreement. Equity-linked financial instruments are accounted for as derivative liabilities, in accordance with ASC Topic 815 – Derivatives and Hedging, if the instrument allows for cash settlement or issuance of a variable number of shares. We classify derivative liabilities on the balance sheet at fair value, and changes in fair value during the periods presented in the statement of operations, which is revalued at each balance sheet date subsequent to the initial issuance of the stock warrant. We have issued convertible debentures and preferred stock which contain variable conversion features, anti-dilution protection and other conversion price adjustment provisions. As a result, the Company assessed its outstanding equity-linked financial instruments and concluded that the convertible notes and preferred stock are subject to derivative accounting. The fair value of the conversion feature is classified as a liability in the consolidated financial statements, with the change in fair value during the periods presented recorded in the consolidated statement of losses. During the three months ended September 30, 2021 and 2020, we recorded income of approximately $ 6.7 2.0 3.0 0.4 Schedule of valuations of derivatives Volatility 121 182 % Expected term (years) 3 9 Risk-free interest rate 0.04 0.05 % Dividend yield None As of September 30, 2021 and December 31, 2020, the derivative liability recognized in the financial statements was approximately $ 2.0 6.8 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES Operating Leases the Company currently does not have any ongoing leases for office space. It has availability to office space on an as needed basis. Its employees work on a remote basis. There was no Legal Matters The Company is subject at times to legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. |
CAPITAL STOCK AND STOCKHOLDERS_
CAPITAL STOCK AND STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
CAPITAL STOCK AND STOCKHOLDERS’ EQUITY | NOTE 8 – CAPITAL STOCK AND STOCKHOLDERS’ EQUITY Preferred Stock As of September 30, 2021, there were outstanding (i) 133.8 134 71 290 5,000 5,000 8,000 Pursuant to a Certificate of Designation filed with the Delaware Secretary of State on October 6, 2020, each share of Series F Preferred Stock has a stated value of $10.00 per share and is convertible into Common Stock at any time at the election of the holder. We issued all 8,000 As a result of past equity financings and conversions of debentures, the conversion prices of (i) our Series A Preferred Stock has been reduced to $29,812.50 per share at September 30, 2021, (ii) our Series B Preferred Stock has been reduced to $0.75 per share at September 30, 2021, (iii) 200 shares of our Series C preferred stock has been reduced to $1,125.00 per share at September 30, 2021, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $562.50 per share at September 30, 2021 Common Stock During the nine months ended September 30, 2021, we issued a total of 7,101,031 4,201,812 2,568,048 47,872 1,129,632 During the three months ended March 31, 2021, we entered into settlement and release agreements with two of our independent directors for the settlement of past due director fees and the mutual release of all claims. Pursuant to the agreements, the directors agreed to waive an aggregate of $ 435,667 the aggregate payment of $100,000 (of which $50,000 was paid in November 2020 and $50,000 in February 2021) and (ii) immediately prior to the announcement that the Company has received approval from the FDA to commence its first Phase 1 clinical trial after March 1, 2021 (which has yet to occur), common stock purchase options with an aggregate Black Scholes’ value of $80,000, having an exercise price equal to the closing price on the day preceding the announcement, and a term of 10 years. The difference between the amount waived of $435,667 and the cash paid of $100,000 has been credited to paid in capital during the three months ended March 31, 2021. During the nine months ended September 30, 2020, we issued a total of 531,564 1,300,653 932,935 240,356 398,323 |
CONVERTIBLE DEBENTURES AND NOTE
CONVERTIBLE DEBENTURES AND NOTES | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Debentures And Notes | |
CONVERTIBLE DEBENTURES AND NOTES | NOTE 9 – CONVERTIBLE DEBENTURES AND NOTES June 2021 Debenture On June 18, 2021, the Company sold an aggregate of $ 600,000 500,000 100,000 June 18, 2022 9.99 conversion price equal to the lesser of $24.75 and 85% of the lowest Volume Weighted Average Price (VWAP) during the five (5) trading days immediately prior to the conversion date, subject to adjustment, as described therein. The June Debentures also contain provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions. The investors also have the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the June Debentures contains anti-dilution protection in the event of subsequent equity sales at a price that is lower than the then applicable conversion price until such time that the June Debentures are no longer outstanding. Additionally, the Company has the option to redeem some or all of the June Debentures for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the June Debentures. We recorded an initial derivative liability of $ 644,457 600,000 44,457 155,000 175,000 425,000 January 2021 Debenture On January 12, 2021, we sold a $ 500,000 500,000 January 12, 2022 9.99 conversion price equal to the lesser of $24.75 and 85% of the lowest VWAP during the five (5) trading days immediately prior to the conversion date, subject to adjustment, as described therein. The January Debenture also contains provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions. The investor also has the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the January Debentures contains anti-dilution protection in the event of subsequent equity sales at a price that is lower than the then applicable conversion price until such time that the January Debenture is no longer outstanding. Additionally, the Company has the option to redeem some or all of the January Debenture for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the January Debenture. During the nine months ended September 30, 2021, $ 412,480 87,520 We recorded an initial derivative liability of $ 709,835 500,000 209,835 94,404 326,253 148,842 24,905 October 2020 Debentures On October 23, 2020, the Company sold an aggregate of $ 600,000 500,000 100,000 The October Debentures (i) are non-interest bearing, (ii) have a maturity date of October 23, 2021 9.99 conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest VWAP during the five trading days immediately prior to the date of conversion During the nine months ended September 30, 2021, $ 500,000 100,000 We had recorded debt discount of $ 600,000 23,551 168,539 0 311,111 7,850 March 2020 Debentures On March 6, 2020, the Company sold an aggregate of $ 250,000 July 16, 2020 9.99 Debentures have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest VWAP during the five trading days immediately prior to the date of conversion. The maturity date of the debentures was extended to June 30, 2021. The March Debentures were fully converted to Common Stock during the three months ended March 31, 2021. November 2019 Debentures An existing institutional investor has paid certain of our accounts payable in the amount of $ 26,235 26,235 The debentures were fully converted to Common Stock during the three months ended March 31, 2021. October 2019 Debentures Effective September 30 2019, debenture holders waived certain events of default under debentures and notes issued in our debenture offerings and extended the maturity date of such debentures until March 31, 2020 in exchange for the issuance of $ 96,000 The debentures were fully converted to Common Stock during the three months ended March 31, 2021. July 2019 Debentures On July 16, 2019, we entered into securities purchase agreements with certain institutional investors. Pursuant to the securities purchase agreement, we issued an aggregate of $ 154,000 The July 2019 Debentures were fully converted to Common Stock during the three months ended March 31, 2021. December 2018 Notes On December 13, 2018, we issued an aggregate of $ 25,000 25,000 The notes were fully converted to Common Stock during the three months ended March 31, 2021. July 2018 Debentures On July 3, 2018, we entered into securities purchase agreements with certain institutional investors. Pursuant to the securities purchase agreement, we sold an aggregate of $ 515,000 500,000 15,000 515,000 The July 2018 Debentures were fully converted to common stock during the three months ended March 31, 2021. September 2017 Debentures On September 12, 2017, we entered into an exchange agreement with certain holders of our Series A 0% Convertible Preferred Stock (“Series A Shares”) and Series B 0% Convertible Preferred Stock (“Series B Shares”). Pursuant to the terms of the agreement, we issued to the investors approximately $ 2.5 1.6 890 0.9 320,000 250,000 70,000 During the nine months ended September 30, 2021, $ 589,334 110,072 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS Adoption of Agreement and Plan of Merger and Consummation of Reorganization On September 28, 2021 the Company implemented a holding company reorganization through an Agreement and Plan of Merger (the “Merger Agreement”), which became effective with the Financial Industry Regulatory Authority (“FINRA”) on October 11, 2021 at 5:00 p.m. Eastern Time (the “Effective Time”). The Merger Agreement was entered into by and among Inspyr Therapeutics, Inc., Rebus Holdings, Inc., and Rebus Sub, Inc., a wholly-owned subsidiary of Rebus Holdings which has resulted in Rebus becoming the direct parent company of Inspyr Therapeutics and replacing Inspyr Therapeutics as the public company trading on the OTC Markets (“OTC”) (the “Reorganization”). Further, the Company will begin trading under the symbol RBSH in twenty (20) trading days from October 12, 2021. Pursuant to the Merger Agreement, Rebus Sub has merged with Inspyr Therapeutics pursuant to the filing of a certificate of merger with Inspyr Therapeutics surviving as a direct, wholly-owned subsidiary of Rebus Holdings (the “Merger”). At the Effective Time of the Merger: (i) Each outstanding share of Inspyr Therapeutics Common Stock, par value $0.0001 per share (“Inspyr Common Stock”), automatically converted into one share of Common Stock of Rebus Holdings, having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions as a share of Inspyr Therapeutics Common Stock immediately prior to the Reorganization; (ii) Each outstanding share of Inspyr Series A Convertible Preferred Stock, par value $0.0001 per share (“Inspyr Series A Stock”), automatically converted into one share of Series A Convertible Preferred Stock par value $0.0001 per share, of Rebus Holdings (“Rebus Series A Stock”), having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions as a share of Inspyr Series A Stock immediately prior to the Reorganization; (iii) Each outstanding share of Inspyr Series B Convertible Preferred Stock, par value $0.0001 per share (“Inspyr Series B Stock”), automatically converted into one share of Series B Convertible Preferred Stock par value $0.0001 per share, of Rebus Holdings (“Rebus Series B Stock”), having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions as a share of Inspyr Series B Stock immediately prior to the Reorganization; (iv) Each outstanding share of Inspyr Series C Convertible Preferred Stock, par value $0.0001 per share (“Inspyr Series C Stock”), automatically converted into one share of Series C Convertible Preferred Stock par value $0.0001 per share, of Rebus Holdings (“Rebus Series C Stock”), having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions as a share of Inspyr Series C Stock immediately prior to the Reorganization; (v) Each outstanding share of Inspyr Series D Convertible Preferred Stock, par value $0.0001 per share (“Inspyr Series D Stock”), automatically converted into one share of Series D Convertible Preferred Stock par value $0.0001 per share, of Rebus Holdings (“Rebus Series D Stock”), having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions as a share of Inspyr Series D Stock immediately prior to the Reorganization; (vi) Each outstanding share of Inspyr Series E Convertible Preferred Stock, par value $0.0001 per share (“Inspyr Series E Stock”), automatically converted into one share of Series E Convertible Preferred Stock par value $0.0001 per share, of Rebus Holdings (“Rebus Series E Stock”), having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions as a share of Inspyr Series E Stock immediately prior to the Reorganization; and (vii) Each outstanding share of Inspyr Series F Convertible Preferred Stock, par value $0.0001 per share (“Inspyr Series F Stock”), automatically converted into one share of Series F Convertible Preferred Stock par value $0.0001 per share, of Rebus Holdings (“Rebus Series F Stock”), having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions as a share of Inspyr Series F Stock immediately prior to the Reorganization. Accordingly, upon consummation of the Reorganization (and the Reverse Stock Split as defined below), Inspyr stockholders automatically became stockholders of Rebus Holdings, on a one-for-one basis, with the same number and approximate ownership percentage of shares of the same class as they held in Inspyr immediately prior to the Effective Time. The Reorganization is intended to be a tax-free transaction for U.S. federal income tax purposes for Inspyr stockholders. The Reorganization has been conducted pursuant to Section 251(g) of the General Corporation Law of the State of Delaware, which provides for the formation of a holding company without a vote of the stockholders of the constituent corporation. The conversion of stock occurred automatically without an exchange of stock certificates. In addition, at the Effective Time: ● Each outstanding and unexpired option to purchase Inspyr Common Stock automatically converted into one share of Rebus Holdings Common Stock; ● Each outstanding warrant to purchase Inspyr Common Stock (“Inspyr Warrant”), whether or not vested, automatically converted into and become a warrant to purchase Rebus Holdings Common Stock (“Rebus Warrant”) and Rebus Holdings assumed each Inspyr Warrant in accordance with the terms of each Inspyr Warrant, and such Rebus Warrant has the same number of shares, the same exercise price (subject to adjustments), the same restrictions on exercise, and any other provisions contained in the Inspyr Warrants; and ● Each outstanding convertible debt instrument of Inspyr Therapeutics, including but not limited to, promissory notes or debentures that are convertible into Inspyr Common Stock (“Inspyr Convertible Notes”) automatically converted into, assumed, and became the convertible debt instruments of Rebus Holdings (“Rebus Convertible Notes”). As a result of the Reorganization, Rebus Holdings became the successor issuer to Inspyr Therapeutics pursuant to Rule 12g-3(a) of the Exchange Act, and as a result, shares of Rebus Holdings Common Stock are deemed registered under Section 12(g) of the Exchange Act as the Common Stock of the successor issuer. Reverse Stock Split The 1-for-75 Reverse Stock Split As a result, effective on October 12, 2021 (and just prior to the completion of the Reorganization), each of the holders of Inspyr Common Stock received one (1) new share of Inspyr Common Stock for every seventy-five (75) shares such shareholder held immediately prior to the Reverse Split Effective Time. The Reverse Stock Split also affected the Company’s outstanding stock options, warrants and other exercisable or convertible instruments and resulted in the shares underlying such instruments being reduced and the exercise price being increased proportionately to the Reverse Stock Split ratio. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares that would have otherwise resulted from the Reverse Stock Split will be rounded up to the next whole number of shares. As a result of the Reverse Stock Split, the number of issued and outstanding shares of Common Stock was adjusted from 772,902,289 shares to 10,309,212 As a result of the Reorganization, each shareholder received such number of shares of Rebus Holdings Common Stock and Rebus Holdings Preferred Stock as the shareholder would have held of Inspyr immediately following the Reverse Stock Split. Post Reverse Stock Split and Reorganization Information The Company began trading on post Reverse Stock Split and Reorganization basis on the Pink Sheets of the OTC Markets Group on October 12, 2021 under the same symbol NSPX. In twenty (20) trading days from October 12, 2021, the Company will begin trading under the symbol RBSH . The officers and members of the Board of Inspyr became the officers and members of the board of directors of the Rebus Holdings. Pursuant to the Reorganization, Rebus Holdings has, on a consolidated basis, the same assets, businesses, and operations as Inspyr Therapeutics had immediately prior to the Reorganization. Issuance of Common Stock upon Conversion of Debentures The Company issued 729,333 87,520 |
SUMMARY OF CRITICAL ACCOUNTIN_2
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These interim consolidated financial statements for the three and nine months ended September 30, 2021 and 2020 are unaudited; however, in the opinion of management, such statements include all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future period. All references to September 30, 2021 and 2020 financials in these footnotes refer to unaudited consolidated financial statements as of those dates. These unaudited condensed consolidated financial statements should be read in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2020, included in the Company’s annual report on Form 10-K filed with the SEC on March 31, 2021. The consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at such date but do not include all disclosures required by the accounting principles generally accepted in the United States of America. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the parent company, Rebus Holdings, Inc., (fka Inspyr Therapeutics, Inc.) and its wholly-owned subsidiary, Lewis & Clark Pharmaceuticals, Inc. All significant intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Significant estimates include the fair value of derivative instruments, stock-based compensation, recognition of clinical trial costs and other accrued liabilities. Actual results may differ from those estimates. |
Research and Development | Research and Development Research and development costs are charged to expense as incurred. Our research and development expenses consist primarily of expenditures for pre-clinical research, toxicology and other studies, manufacturing, clinical trials, compensation and consulting costs associated therewith. We incurred research and development expenses of approximately $ 97,000 11,000 190,000 33,000 |
Cash Equivalents | Cash Equivalents For purposes of the statements of cash flows, we consider all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. We maintain our cash in bank deposit accounts which, at times, may exceed applicable government mandate insurance limits. We have not experienced any losses in our accounts. We did no |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may exceed applicable government mandated insurance limits. Cash was $ 1.0 0.4 |
Loss per Share | Loss per Share Basic loss per share is calculated by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share. The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding for the three and nine months ended September 30, 2021 and 2020, as they would be anti-dilutive: Schedule of Anti dilutive Securities Excluded from Computation of Earnings Per Share Three and Nine Months 2021 2020 Shares underlying options outstanding 9 9 Shares underlying warrants outstanding 53 53 Shares underlying convertible preferred stock outstanding 95,250 3,739 95,312 3,801 Diluted loss per share for the three and nine months ended September 30, 2021 and 2020 is calculated as follows: Diluted loss per share Three months Three months Nine months Nine months September 30, September 30, September 30, September 30, 2021 2020 2021 2020 Net income attributable to common shareholders $ 6,125 $ 2,106 $ 2,646 $ 205 Income attributable to convertible instruments (6,612 ) (2,264 ) (4,131 ) (751 ) Expense attributable to convertible instruments 272 21 924 169 Diluted loss attributable to common shareholders $ (215 ) $ (137 ) $ (561 ) $ (377 ) Basic shares outstanding 7,612,241 181,774 6,740,889 94,764 Dilutive convertible instruments 30,924,532 7,048,792 14,187,583 7,048,792 Diluted shares outstanding 38,536,773 7,230,566 20,928,472 7,143,556 Diluted loss per share $ (0.01 ) $ (0.02 ) $ (0.03 ) $ (0.05 ) |
Derivative Liability | Derivative Liability The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company values its derivative liabilities using the Black-Scholes option valuation model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our short-term financial instruments, including cash, accounts payable and other liabilities, consist primarily of instruments with maturities of one year or less when acquired. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. The derivative liabilities consist of our convertible notes and Series F preferred stock with variable conversion features. The Company uses the Black-Scholes option-pricing model to value its derivative liabilities which incorporate the Company’s stock price, volatility, U.S. risk-free interest rate, dividend rate, and estimated life. |
Fair Value Measurements | Fair Value Measurements The U.S. GAAP Valuation Hierarchy establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company has recorded a derivative liability for its convertible notes and preferred stock with variable conversion features as of September 30, 2021 and 2020. The tables below summarize the fair values of our financial liabilities as of September 30, 2021 and December 31, 2020 (in thousands): Schedule of fair values of financial liabilities Fair Value at Fair Value Measurement Using 2021 Level 1 Level 2 Level 3 Convertible notes $ 542 — — $ 542 Preferred stock 1,416 — — 1,416 Derivative liability $ 1,958 $ — $ — $ 1,958 Fair Value at Fair Value Measurement Using 2020 Level 1 Level 2 Level 3 Convertible notes $ 2,705 — — $ 2,705 Preferred stock 4,123 — — 4,123 Derivative liability $ 6,828 $ — $ — $ 6,828 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands): Schedule of derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) Nine Months ended 2021 2020 Balance at beginning of period $ 6,828 $ 1,785 Additions to derivative instruments 1,354 167 Reclassification on conversion (3,223 ) (766 ) Gain on change in fair value of derivative liability (3,001 ) (353 ) Balance at end of period $ 1,958 $ 833 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements With the exception of those discussed below, there have not been any recent changes in accounting pronouncements and Accounting Standards Update (ASU) issued by the Financial Accounting Standards Board (FASB) during the nine months ended September 30, 2021 that are of significance or potential significance to the Company. In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” This guidance, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. |
SUMMARY OF CRITICAL ACCOUNTIN_3
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Anti dilutive Securities Excluded from Computation of Earnings Per Share | Schedule of Anti dilutive Securities Excluded from Computation of Earnings Per Share Three and Nine Months 2021 2020 Shares underlying options outstanding 9 9 Shares underlying warrants outstanding 53 53 Shares underlying convertible preferred stock outstanding 95,250 3,739 95,312 3,801 |
Diluted loss per share | Diluted loss per share Three months Three months Nine months Nine months September 30, September 30, September 30, September 30, 2021 2020 2021 2020 Net income attributable to common shareholders $ 6,125 $ 2,106 $ 2,646 $ 205 Income attributable to convertible instruments (6,612 ) (2,264 ) (4,131 ) (751 ) Expense attributable to convertible instruments 272 21 924 169 Diluted loss attributable to common shareholders $ (215 ) $ (137 ) $ (561 ) $ (377 ) Basic shares outstanding 7,612,241 181,774 6,740,889 94,764 Dilutive convertible instruments 30,924,532 7,048,792 14,187,583 7,048,792 Diluted shares outstanding 38,536,773 7,230,566 20,928,472 7,143,556 Diluted loss per share $ (0.01 ) $ (0.02 ) $ (0.03 ) $ (0.05 ) |
Schedule of fair values of financial liabilities | Schedule of fair values of financial liabilities Fair Value at Fair Value Measurement Using 2021 Level 1 Level 2 Level 3 Convertible notes $ 542 — — $ 542 Preferred stock 1,416 — — 1,416 Derivative liability $ 1,958 $ — $ — $ 1,958 Fair Value at Fair Value Measurement Using 2020 Level 1 Level 2 Level 3 Convertible notes $ 2,705 — — $ 2,705 Preferred stock 4,123 — — 4,123 Derivative liability $ 6,828 $ — $ — $ 6,828 |
Schedule of derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) | Schedule of derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) Nine Months ended 2021 2020 Balance at beginning of period $ 6,828 $ 1,785 Additions to derivative instruments 1,354 167 Reclassification on conversion (3,223 ) (766 ) Gain on change in fair value of derivative liability (3,001 ) (353 ) Balance at end of period $ 1,958 $ 833 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of additional information of cash flow | Schedule of additional information of cash flow Nine Months Ended 2021 2020 Non-cash financial activities: Common stock issued on conversion of notes payable and derivative liability $ 4,202 $ 1,300 Debentures converted to common stock 2,568 933 Derivative liability extinguished upon conversion of notes payable 3,223 766 Derivative liability issued 1,354 167 Accounts payable paid through issuance of debentures 100 — Accrued directors fees forgiven and credited to paid in capital 336 — |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Schedule of accrued expenses September 30, December 31, Accrued compensation and benefits $ 1,326 $ 1,326 Accrued research and development 233 233 Accrued other 427 381 Total accrued expenses $ 1,986 $ 1,940 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of valuations of derivatives | Schedule of valuations of derivatives Volatility 121 182 % Expected term (years) 3 9 Risk-free interest rate 0.04 0.05 % Dividend yield None |
BACKGROUND (Details Narrative)
BACKGROUND (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Debt securities sold | $ 250 | |||
Payment for expenses and costs | $ 25 | |||
Proceeds from equity financing | $ 5,000 | |||
Percentage of issued and outstanding shares of common stock | 54.14% | |||
Cash [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Debt securities sold | $ 500 | $ 500 | $ 500 | |
Intellectual Property [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Description of cancellation of a license agreement | In October 2020, pursuant to the cancellation of a license agreement whereby we previously licensed US Patent 9,593,118, we reacquired the exclusive right to such patent that covers both A2B and dual A2A/A2B antagonists. Accordingly, going forward our major focus will be to: (i) further characterization of the anti-cancer activity of our unique pipeline delivery platform containing A2B and dual A2A/A2B antagonists, leading to selection of a clinical candidate or candidates for an Investigative New Drug or IND enabling studies; and (ii) licensing and/or partnering our delivery platform and the A2B and dual A2A/A2B antagonists for further development. |
MANAGEMENT_S PLANS TO CONTINU_2
MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Managements Plans To Continue As Going Concern | ||||||
Working capital deficit | $ 5,300 | |||||
Retained Earnings (Accumulated Deficit) | 64,329 | $ 66,975 | ||||
Cash | $ 995 | $ 404 | $ 33 | $ 23 | ||
Percentage of total assets | 100.00% | |||||
Amount raised | $ 500 | $ 500 |
SUMMARY OF CRITICAL ACCOUNTIN_4
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Shares underlying, outstanding | 95,312 | 3,801 | 95,312 | 3,801 |
Convertible Preferred Stock [Member] | ||||
Shares underlying, outstanding | 95,250 | 3,739 | 95,250 | 3,739 |
Warrant [Member] | ||||
Shares underlying, outstanding | 53 | 53 | 53 | 53 |
Share-based Payment Arrangement, Option [Member] | ||||
Shares underlying, outstanding | 9 | 9 | 9 | 9 |
SUMMARY OF CRITICAL ACCOUNTIN_5
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Net income attributable to common shareholders | $ 6,125 | $ 2,106 | $ 2,646 | $ 205 |
Income attributable to convertible instruments | (6,612) | (2,264) | (4,131) | (751) |
Expense attributable to convertible instruments | 272 | 21 | 924 | 169 |
Diluted loss attributable to common shareholders | $ (215) | $ (137) | $ (561) | $ (377) |
Basic shares outstanding | 7,612,241 | 181,774 | 6,740,889 | 94,764 |
Dilutive convertible instruments | 30,924,532 | 7,048,792 | 14,187,583 | 7,048,792 |
Diluted shares outstanding | 38,536,773 | 7,230,566 | 20,928,472 | 7,143,556 |
Diluted loss per share | $ (0.01) | $ (0.02) | $ (0.03) | $ (0.05) |
SUMMARY OF CRITICAL ACCOUNTIN_6
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 2) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible notes | $ 542 | $ 2,705 |
Preferred stock | 1,416 | 4,123 |
Derivative liability | 1,958 | 6,828 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible notes | 0 | 0 |
Preferred stock | 0 | |
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible notes | 0 | 0 |
Preferred stock | 0 | |
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible notes | 542 | 2,705 |
Preferred stock | 1,416 | 4,123 |
Derivative liability | $ 1,958 | $ 6,828 |
SUMMARY OF CRITICAL ACCOUNTIN_7
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 3) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
Balance at beginning of period | $ 6,828 | $ 1,785 |
Additions to derivative instruments | 1,354 | 167 |
Reclassification on conversion | (3,223) | (766) |
Gain on change in fair value of derivative liability | (3,001) | (353) |
Balance at end of period | $ 1,958 | $ 833 |
SUMMARY OF CRITICAL ACCOUNTIN_8
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||||
Research and Development Expense | $ 97 | $ 11 | $ 190 | $ 33 | |
Cash equivalents | 0 | 0 | $ 0 | ||
Cash | $ 1,000 | $ 1,000 | $ 400 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Non-cash financial activities: | ||
Common stock issued on conversion of notes payable and derivative liability | $ 4,202 | $ 1,300 |
Debentures converted to common stock | 2,568 | 933 |
Derivative liability extinguished upon conversion of notes payable | 3,223 | 766 |
Derivative liability issued | 1,354 | 167 |
Accounts payable paid through issuance of debentures | 100 | 0 |
Accrued directors fees forgiven and credited to paid in capital | $ 336 | $ 0 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 1,326 | $ 1,326 |
Accrued research and development | 233 | 233 |
Accrued other | 427 | 381 |
Total accrued expenses | $ 1,986 | $ 1,940 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Measurement Input, Expected Term [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input | None |
Minimum [Member] | Measurement Input, Price Volatility [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input percentage | 121.00% |
Minimum [Member] | Measurement Input, Expected Term [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input term | 3 months |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input percentage | 0.04% |
Maximum [Member] | Measurement Input, Price Volatility [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input percentage | 182.00% |
Maximum [Member] | Measurement Input, Expected Term [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input term | 9 months |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input percentage | 0.05% |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Gain on change in fair value of the derivative liability | $ 6,700 | $ 2,000 | $ 3,000 | $ 400 | |
Derivative Liability | $ 2,000 | $ 2,000 | $ 6,800 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rental expenses | $ 0 | $ 0 |
CAPITAL STOCK AND STOCKHOLDER_2
CAPITAL STOCK AND STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||
Preferred stock, shares authorized | 29,978,846 | 29,978,846 | 29,978,846 | |||
Conversion price, description | As a result of past equity financings and conversions of debentures, the conversion prices of (i) our Series A Preferred Stock has been reduced to $29,812.50 per share at September 30, 2021, (ii) our Series B Preferred Stock has been reduced to $0.75 per share at September 30, 2021, (iii) 200 shares of our Series C preferred stock has been reduced to $1,125.00 per share at September 30, 2021, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $562.50 per share at September 30, 2021 | |||||
Gain on conversion of debt | $ (48,000) | $ 240,000 | $ 1,130,000 | $ 398,000 | ||
Directors fees waived | $ 435,667 | |||||
Directors fees waived description | the aggregate payment of $100,000 (of which $50,000 was paid in November 2020 and $50,000 in February 2021) and (ii) immediately prior to the announcement that the Company has received approval from the FDA to commence its first Phase 1 clinical trial after March 1, 2021 (which has yet to occur), common stock purchase options with an aggregate Black Scholes’ value of $80,000, having an exercise price equal to the closing price on the day preceding the announcement, and a term of 10 years. The difference between the amount waived of $435,667 and the cash paid of $100,000 has been credited to paid in capital during the three months ended March 31, 2021. | |||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares outstanding | 134 | 134 | 134 | |||
Preferred stock, shares authorized | 1,854 | 1,854 | 1,854 | |||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares outstanding | 71 | 71 | 71 | |||
Preferred stock, shares authorized | 1,000 | 1,000 | 1,000 | |||
Series C Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares outstanding | 290 | 290 | 290 | |||
Preferred stock, shares authorized | 300 | 300 | 300 | |||
Series D Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares outstanding | 5,000 | 5,000 | 5,000 | |||
Preferred stock, shares authorized | 5,000 | 5,000 | 5,000 | |||
Series E Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares outstanding | 5,000 | 5,000 | 5,000 | |||
Preferred stock, shares authorized | 5,000 | 5,000 | 5,000 | |||
Series F Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares outstanding | 8,000 | 8,000 | 8,000 | |||
Preferred stock, shares authorized | 8,000 | 8,000 | 8,000 | |||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Debt conversion, shares issued | 7,101,031 | 531,564 | ||||
Value of shares based upon conversion of debt | $ 4,201,812 | $ 1,300,653 | ||||
Gain on conversion of debt | $ 47,872 | $ 240,356 | 1,129,632 | 398,323 | ||
Common Stock [Member] | Principal [Member] | ||||||
Class of Stock [Line Items] | ||||||
Debt conversion principal amount | $ 2,568,048 | $ 932,935 |
CONVERTIBLE DEBENTURES AND NO_2
CONVERTIBLE DEBENTURES AND NOTES (Details Narrative) - USD ($) | Jan. 12, 2021 | Mar. 06, 2020 | Dec. 13, 2018 | Jul. 03, 2018 | Sep. 12, 2017 | Jun. 18, 2021 | Oct. 23, 2020 | Jul. 16, 2019 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||||||||||||
Conversion price, description | As a result of past equity financings and conversions of debentures, the conversion prices of (i) our Series A Preferred Stock has been reduced to $29,812.50 per share at September 30, 2021, (ii) our Series B Preferred Stock has been reduced to $0.75 per share at September 30, 2021, (iii) 200 shares of our Series C preferred stock has been reduced to $1,125.00 per share at September 30, 2021, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $562.50 per share at September 30, 2021 | |||||||||||
Derivative liability | $ 2,000,000 | $ 2,000,000 | $ 6,800,000 | |||||||||
Unamortized of debt discount | 458,000 | 458,000 | 488,000 | |||||||||
Debt conversion amount | 2,568,000 | $ 933,000 | ||||||||||
Stated value of the preferred shares | ||||||||||||
July 2019 Debentures [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount | $ 154,000 | |||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount | $ 515,000 | |||||||||||
Cash received | 500,000 | |||||||||||
Cancellation amount | 15,000 | |||||||||||
Debt conversion amount | $ 515,000 | |||||||||||
Exchange Agreement [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount | $ 320,000 | |||||||||||
Cash received | 250,000 | |||||||||||
Cancellation amount | 70,000 | |||||||||||
Debt conversion amount | 589,334 | |||||||||||
Convertible debentures | 110,072 | 110,072 | ||||||||||
June 2021 Debenture [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount | $ 600,000 | |||||||||||
Cash received | 500,000 | |||||||||||
Cancellation amount | $ 100,000 | |||||||||||
Maturity date | Jun. 18, 2022 | |||||||||||
Beneficial ownership limitation percentage | 9.99% | |||||||||||
Conversion price, description | conversion price equal to the lesser of $24.75 and 85% of the lowest Volume Weighted Average Price (VWAP) during the five (5) trading days immediately prior to the conversion date, subject to adjustment, as described therein. | |||||||||||
Derivative liability | $ 644,457 | |||||||||||
Debt discount | 600,000 | |||||||||||
Interest Expense, Debt | $ 44,457 | |||||||||||
Amortization of debt discount | 155,000 | 175,000 | ||||||||||
Unamortized of debt discount | 425,000 | 425,000 | ||||||||||
January 2021 Debenture [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount | $ 500,000 | |||||||||||
Cash received | $ 500,000 | |||||||||||
Maturity date | Jan. 12, 2022 | |||||||||||
Beneficial ownership limitation percentage | 9.99% | |||||||||||
Conversion price, description | conversion price equal to the lesser of $24.75 and 85% of the lowest VWAP during the five (5) trading days immediately prior to the conversion date, subject to adjustment, as described therein. | |||||||||||
Derivative liability | $ 709,835 | |||||||||||
Debt discount | 500,000 | |||||||||||
Interest Expense, Debt | $ 209,835 | |||||||||||
Amortization of debt discount | 94,404 | 326,253 | ||||||||||
Unamortized of debt discount | 24,905 | 24,905 | ||||||||||
Debt conversion amount | 412,480 | |||||||||||
Convertible debentures | 87,520 | 87,520 | ||||||||||
Gain on charged off conversion of debentures | 148,842 | |||||||||||
October 2020 Debentures [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount | $ 600,000 | |||||||||||
Cash received | 500,000 | |||||||||||
Cancellation amount | $ 100,000 | |||||||||||
Maturity date | Oct. 23, 2021 | |||||||||||
Beneficial ownership limitation percentage | 9.99% | |||||||||||
Conversion price, description | conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest VWAP during the five trading days immediately prior to the date of conversion | |||||||||||
Debt discount | $ 600,000 | |||||||||||
Amortization of debt discount | 23,551 | 168,539 | ||||||||||
Unamortized of debt discount | 7,850 | 7,850 | ||||||||||
Debt conversion amount | 500,000 | |||||||||||
Convertible debentures | 100,000 | 100,000 | ||||||||||
Gain on charged off conversion of debentures | 0 | 311,111 | ||||||||||
March 2020 Debentures [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount | $ 250,000 | |||||||||||
Maturity date | Jul. 16, 2020 | |||||||||||
Beneficial ownership limitation percentage | 9.99% | |||||||||||
Conversion price, description | Debentures have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest VWAP during the five trading days immediately prior to the date of conversion. The maturity date of the debentures was extended to June 30, 2021. | |||||||||||
November 2019 Debentures [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt conversion amount | 26,235 | |||||||||||
Accounts payable | $ 26,235 | 26,235 | ||||||||||
October 2019 Debentures [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt conversion amount | $ 96,000 | |||||||||||
December 2018 Debentures [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount | $ 25,000 | |||||||||||
Cash received | $ 25,000 | |||||||||||
Exchange Agreement [Member] | Investors [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Convertible debentures | 2,500 | |||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Stated value of the preferred shares | 1,600 | |||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Stated value of the preferred shares | $ 900 | |||||||||||
Preferred shares exchanged | 890 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Oct. 12, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Common stock, shares issued | 9,579,879 | 2,478,848 | |
Common stcok, shares outstanding | 9,579,879 | 2,478,848 | |
Issuance of Common Stock upon Conversion of Debentures, shares | 729,333 | ||
Principal amount of debenture converted | $ 87,520 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Reverse Stock Split | 1-for-75 Reverse Stock Split | ||
Common stock, shares issued | 10,309,212 | ||
Common stcok, shares outstanding | 10,309,212 | ||
Subsequent Event [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Conversion basis common stock | Each outstanding share of Inspyr Therapeutics Common Stock, par value $0.0001 per share (“Inspyr Common Stock”), automatically converted into one share of Common Stock of Rebus Holdings, having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions as a share of Inspyr Therapeutics Common Stock immediately prior to the Reorganization; | ||
Subsequent Event [Member] | Series A Convertible Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Preferred Stock, Conversion Basis | Each outstanding share of Inspyr Series A Convertible Preferred Stock, par value $0.0001 per share (“Inspyr Series A Stock”), automatically converted into one share of Series A Convertible Preferred Stock par value $0.0001 per share, of Rebus Holdings (“Rebus Series A Stock”), having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions as a share of Inspyr Series A Stock immediately prior to the Reorganization; | ||
Subsequent Event [Member] | Series B Convertible Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Preferred Stock, Conversion Basis | Each outstanding share of Inspyr Series B Convertible Preferred Stock, par value $0.0001 per share (“Inspyr Series B Stock”), automatically converted into one share of Series B Convertible Preferred Stock par value $0.0001 per share, of Rebus Holdings (“Rebus Series B Stock”), having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions as a share of Inspyr Series B Stock immediately prior to the Reorganization; | ||
Subsequent Event [Member] | Series C Convertible Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Preferred Stock, Conversion Basis | Each outstanding share of Inspyr Series C Convertible Preferred Stock, par value $0.0001 per share (“Inspyr Series C Stock”), automatically converted into one share of Series C Convertible Preferred Stock par value $0.0001 per share, of Rebus Holdings (“Rebus Series C Stock”), having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions as a share of Inspyr Series C Stock immediately prior to the Reorganization; | ||
Subsequent Event [Member] | Series D Convertible Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Preferred Stock, Conversion Basis | Each outstanding share of Inspyr Series D Convertible Preferred Stock, par value $0.0001 per share (“Inspyr Series D Stock”), automatically converted into one share of Series D Convertible Preferred Stock par value $0.0001 per share, of Rebus Holdings (“Rebus Series D Stock”), having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions as a share of Inspyr Series D Stock immediately prior to the Reorganization; | ||
Subsequent Event [Member] | Series E Convertible Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Preferred Stock, Conversion Basis | Each outstanding share of Inspyr Series E Convertible Preferred Stock, par value $0.0001 per share (“Inspyr Series E Stock”), automatically converted into one share of Series E Convertible Preferred Stock par value $0.0001 per share, of Rebus Holdings (“Rebus Series E Stock”), having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions as a share of Inspyr Series E Stock immediately prior to the Reorganization; and | ||
Subsequent Event [Member] | Series F Convertible Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Preferred Stock, Conversion Basis | Each outstanding share of Inspyr Series F Convertible Preferred Stock, par value $0.0001 per share (“Inspyr Series F Stock”), automatically converted into one share of Series F Convertible Preferred Stock par value $0.0001 per share, of Rebus Holdings (“Rebus Series F Stock”), having the same designation, rights, powers, and preferences, and qualifications, limitations, and restrictions as a share of Inspyr Series F Stock immediately prior to the Reorganization. |