Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | PRE-EFFECTIVE AMENDMENT NO. 1 |
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 | 597-7552 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash | $ 995 | $ 404 | $ 4 |
Restricted cash | 19 | ||
Total current assets | 995 | 404 | 23 |
Total assets | 995 | 404 | 23 |
Current liabilities: | |||
Accounts payable | 1,931 | 2,261 | 2,269 |
Accrued expenses | 1,986 | 1,940 | 1,866 |
Convertible debentures, net of unamortized discount of $458 and $488 | 440 | 1,878 | 2,826 |
Derivative liability | 1,958 | 6,828 | 1,785 |
Total current liabilities | 6,315 | 12,907 | 8,746 |
Total liabilities | 6,315 | 12,907 | 8,746 |
Commitments and contingencies (Note 7) | |||
Stockholders’ deficit: | |||
Common Stock Value | |||
Common stock, par value $.0001 per share; 1,000,000,000 shares authorized, 9,579,879 and 2,478,848 shares issued and outstanding, respectively | 1 | ||
Additional paid-in capital | 59,008 | 54,472 | 51,957 |
Accumulated deficit | (64,329) | (66,975) | (60,680) |
Total stockholders’ deficit | (5,320) | (12,503) | (8,723) |
Total liabilities and stockholders’ deficit | 995 | 404 | 23 |
Series A Preferred Stock [Member] | |||
Stockholders’ deficit: | |||
Common Stock Value | |||
Series B Preferred Stock [Member] | |||
Stockholders’ deficit: | |||
Common Stock Value | |||
Series C Preferred Stock [Member] | |||
Stockholders’ deficit: | |||
Common Stock Value | |||
Series D Preferred Stock [Member] | |||
Stockholders’ deficit: | |||
Common Stock Value | |||
Series E Preferred Stock [Member] | |||
Stockholders’ deficit: | |||
Common Stock Value | |||
Series F Preferred Stock [Member] | |||
Stockholders’ deficit: | |||
Common Stock Value |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Net of unamortized discount, convertible debentures | $ 458 | $ 488 | $ 281 |
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 29,978,846 | 29,978,846 | 29,978,846 |
Convertible preferred stock, shares issued | 0 | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 9,579,879 | 2,478,848 | 12,160 |
Common stock, shares outstanding | 9,579,879 | 2,478,848 | 12,160 |
Series A Preferred Stock [Member] | |||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 1,854 | 1,854 | 1,854 |
Convertible preferred stock, shares issued | 134 | 134 | 134 |
Convertible preferred stock, shares outstanding | 134 | 134 | 134 |
Series B Preferred Stock [Member] | |||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 1,000 | 1,000 | 1,000 |
Convertible preferred stock, shares issued | 71 | 71 | 71 |
Convertible preferred stock, shares outstanding | 71 | 71 | 71 |
Series C Preferred Stock [Member] | |||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 300 | 300 | 300 |
Convertible preferred stock, shares issued | 290 | 290 | 290 |
Convertible preferred stock, shares outstanding | 290 | 290 | 290 |
Series D Preferred Stock [Member] | |||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 5,000 | 5,000 | 5,000 |
Convertible preferred stock, shares issued | 5,000 | 5,000 | 5,000 |
Convertible preferred stock, shares outstanding | 5,000 | 5,000 | 5,000 |
Series E Preferred Stock [Member] | |||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 5,000 | 5,000 | 5,000 |
Convertible preferred stock, shares issued | 5,000 | 5,000 | 0 |
Convertible preferred stock, shares outstanding | 5,000 | 5,000 | 0 |
Series F Preferred Stock [Member] | |||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 8,000 | 8,000 | 8,000 |
Convertible preferred stock, shares issued | 8,000 | 8,000 | 0 |
Convertible preferred stock, shares outstanding | 8,000 | 8,000 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | ||||||
Research and development | $ 97 | $ 11 | $ 190 | $ 33 | $ 18 | $ 44 |
License termination cost | 1,969 | 0 | ||||
General and administrative | 118 | 126 | 371 | 344 | 494 | 565 |
Total operating expenses | 215 | 137 | 561 | 377 | 2,481 | 609 |
Loss from operations | (215) | (137) | (561) | (377) | (2,481) | (609) |
Other income (expense): | ||||||
Gain on change in fair value of derivative liability | 6,660 | 2,024 | 3,001 | 353 | (3,846) | 327 |
Gain on conversion of debt | (48) | 240 | 1,130 | 398 | 334 | 125 |
Interest expense, net | (272) | (21) | (924) | (169) | (302) | (777) |
Income (loss) before provision for income taxes | 6,125 | 2,106 | 2,646 | 205 | (6,295) | (934) |
Provision for income taxes | ||||||
Net income (loss) | $ 6,125 | $ 2,106 | $ 2,646 | $ 205 | (6,295) | (934) |
Deemed dividend | (64) | (54) | ||||
Net loss attributable to common shareholders | $ (6,359) | $ (988) | ||||
Net loss per common share, basic and diluted | $ (10.93) | $ (141.69) | ||||
Weighted average shares outstanding | 581,760 | 6,973 | ||||
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, 2018 | $ 51,479 | $ (59,746) | $ (8,267) | ||
Beginning balance shares at Dec. 31, 2018 | 495 | 5,375 | |||
Sale of preferred stock | 5 | 5 | |||
Sale of preferred stock, (in shares) | 5,000 | ||||
Conversion of notes | 473 | 473 | |||
Conversion of notes (in shares) | 6,785 | ||||
Net income | (934) | (934) | |||
Ending balance, value at Dec. 31, 2019 | 51,957 | (60,680) | (8,723) | ||
Ending 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 | |||
Beginning balance, value at Dec. 31, 2019 | 51,957 | (60,680) | (8,723) | ||
Beginning balance shares at Dec. 31, 2019 | 5,495 | 12,160 | |||
Sale of preferred stock | 5 | 5 | |||
Sale of preferred stock, (in shares) | 5,000 | ||||
Issuance of preferred stock for license termination | |||||
Issuance of preferred stock for license termination, shares | 8,000 | ||||
Issuance of common stock for license termination | 267 | 267 | |||
Issuance of common stock for license termination, shares | 866,667 | ||||
Conversion of notes | 2,243 | 2,243 | |||
Conversion of notes (in shares) | 1,600,021 | ||||
Net income | (6,295) | (6,295) | |||
Ending balance, value at Dec. 31, 2020 | 54,472 | (66,975) | (12,503) | ||
Ending balance shares at Dec. 31, 2020 | 18,495 | 2,478,848 | |||
Beginning balance, value at Mar. 31, 2020 | 52,687 | (61,406) | (8,719) | ||
Beginning 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 | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||||
Net income | $ 2,646 | $ 205 | $ (6,295) | $ (934) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Depreciation and amortization | 36 | |||
Common and preferred stock issued for license termination | 1,944 | |||
Gain on change in fair value of derivative liability | (3,001) | (353) | 3,846 | (327) |
Gain on conversion of debt | (1,130) | (398) | (334) | (125) |
Amortization of debt discount | 924 | 167 | 280 | 281 |
Finance cost | 20 | 494 | ||
Increase in operating liabilities: | ||||
Accounts payable and accrued expenses | 152 | 134 | 165 | 262 |
Cash used in operating activities | (409) | (245) | (374) | (313) |
Cash flows from investing activities: | ||||
Cash used in investing activities | ||||
Cash flows from financing activities: | ||||
Proceeds from convertible notes | 1,000 | 250 | 750 | |
Proceeds from sale of preferred stock | 5 | 5 | 5 | |
Cash provided by financing activities | 1,000 | 255 | 755 | 5 |
Net increase in cash and restricted cash | 591 | 10 | 381 | (308) |
Cash and restricted cash, beginning of period | 404 | 23 | 23 | 331 |
Cash and restricted cash, end of period | $ 995 | $ 33 | $ 404 | $ 23 |
BACKGROUND
BACKGROUND | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 of debt securities and in October 2020, we sold $ 500,000 of debt securities for cash. In January 2021, we sold an additional $ 500,000 of debt securities for cash and in June 2021, we sold an additional $ 500,000 of debt securities for cash. We are currently using such funds to maintain our SEC reporting requirements, pay legal accounting and other professional fees, and to retain consultants and other personnel to develop the adenosine A2R antagonists and in preparation for an IND filing related to our unique delivery platform and portfolio of adenosine A2R antagonists for the treatment of certain solid tumors. Should we fail to further raise sufficient funds to execute our business plan, our priority would be to maintain our intellectual property portfolio and seek business development opportunities with potential development partners and/or acquirors. 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) 866,667 8,000 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 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 by October 5, 2023, or in the event that the Company ceases its operations, then the Termination Agreement will be deemed terminated and the Licensing Agreement will be reinstated in exchange for the return of the Common Shares and Series F Preferred Stock issued to Ridgeway. As a result of the issuance of the Common Shares and Series F Preferred Stock, Ridgeway became the owner of approximately 54.14 % of the Company’s issued and outstanding Common Stock. Furthermore, by virtue of the issuance of the Series F Preferred Stock, Ridgeway will vote on an as if converted to common stock basis which shall be equal to eighty percent (80%) of the issued and outstanding Common Stock post-conversion. | NOTE 1 – BACKGROUND Inspyr Therapeutics, Inc. (“we”, “us”, “our company”, “our”, “Inspyr” or the “Company”) 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. (“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 Termination of License Agreement On October 5, 2020, the Company entered into an agreement with Ridgeway Therapeutics, Inc. (“Termination Agreement”) whereby the parties terminated the licensing agreement previously entered into on August 3, 2018 (“Licensing Agreement”), whereby 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) 866,667 8,000 25,000 . The Company has filed a certificate of designation (“COD”) with the Secretary of State of the State of Delaware that contains the rights, preferences, and privileges of the Series F Preferred Stock. Pursuant to the COD, each share of Series F Preferred Stock has a stated value of $ 10.00 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 Therapeutics became the owner of approximately 54.14 Furthermore, by virtue of the issuance of the Series F Preferred Stock, Ridgeway will vote on an as if converted to common stock basis which shall be equal to eighty percent (80%) of the issued and outstanding Common Stock post-conversion. |
MANAGEMENT_S PLANS TO CONTINUE
MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 million and we have an accumulated deficit of $ 64.3 million as of September 30, 2021. We anticipate incurring additional losses for the foreseeable future until such time, if ever, that we can generate significant sales from our therapeutic product candidates which are currently in development, or we enter into cash flow positive business development transactions. 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 , representing 100 % of our total assets. Based on our current expected level of operating expenditures, and including $ 500,000 that we raised in January 2021 and $ 500,000 that we raised in June 2021, pursuant to the sale of our senior convertible debentures, we expect to be able to fund our operations into the second quarter of 2022. We will require additional cash to fund and continue our operations beyond that point. This period could be shortened if there are any unanticipated increases in planned spending on development programs or other unforeseen events. We anticipate raising additional funds through public or private sales of debt or equity securities, or some combination thereof. There is no assurance that any such financing will be available when needed in order to allow us to continue our operations, or if available, on terms favorable or acceptable to us. 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. | NOTE 2 – MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN Basis of Presentation The opinion of our independent registered accounting firm on our consolidated financial statements contains explanatory going concern language. We have prepared our 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 $ 12.5 67 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 December 31, 2020 were approximately $ 404,000 100 250,000 500,000 500,000 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 | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 and $ 11,000 for the three months ended September 30, 2021 and 2020, respectively. We incurred research and development expenses of approximately $ 190,000 and $ 33,000 for the nine months ended September 30, 2021 and 2020, respectively. 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 t have any cash equivalents at September 30, 2021 or December 31, 2020. 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 million and $ 0.4 million at September 30, 2021 and December 31, 2020, respectively. As of September 30, 2021 and December 31, 2020, there was no cash over the federally insured limit. 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. | NOTE 3 – SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES Principles of Consolidation The consolidated financial statements include the accounts of the parent company, Inspyr Therapeutics, Inc., and its wholly-owned subsidiary, Lewis & Clark Pharmaceuticals, Inc. All significant intercompany accounts and transactions have been eliminated. Reverse Stock Split and Increase in Authorized Shares 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. On June 10, 2020, the Company’s Board of Directors approved a one-for-thirty (1-for-30) reverse stock split of the Company’s common stock On September 17, 2019, the Company’s Board of Directors approved a one-for-twenty five (1-for-25) reverse stock split of the Company’s common stock. In furtherance of the Reverse Stock Split, the Company has filed an amended and restated certificate of incorporation with the Secretary of State of Delaware to effect the Reverse Stock Split effective as of 5:00 p.m. Eastern Time on September 30, 2019 (“Effective Time”). Accordingly, at the Effective Time, each of the Company’s common stock shareholders received one new share of common stock for every twenty-five shares such shareholder held immediately prior to the Effective Time. The Reverse Stock Split will 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/conversion price being increased proportionately to the Reverse Stock Split ratio. All share and per share data has been retroactively adjusted in the accompanying consolidated financial statements and footnotes for all periods presented to reflect the effects of the October 5, 2021, June 26, 2020 and September 30, 2019 amendments. Pursuant to a joint written consent of the board of directors and a majority of the voting power of the Company’s stockholders, the Company’s shareholders approved amending and restated the Company’s Certificate of Incorporation to (i) increase the Company’s authorized Common Stock from 150,000,000 shares to 1,000,000,000 increase or decrease (but not below the number of shares of such class outstanding) the number of authorized shares of the class of Common Stock or Preferred Stock by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Company irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law. The Company filed the Amended and Restated Certificate of Incorporation with Delaware’s Secretary of State reflecting the foregoing changes with an effective date and time of November 27, 2020. 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 toxicology and other studies, manufacturing, clinical trials, compensation and consulting costs. We incurred research and development expenses of $ 0.02 0.04 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 Restricted Cash Restricted cash consisted of funds held in trust for the Company. The use of these funds was restricted to: (i) the payment of professional fees in connection with bringing the Company’s filings current, and (ii) the payment of vendors associated with the issuance and trading of the Company’s securities, such as transfer agent fees and fees payable to the OTCQB and FINRA. There were 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 and restricted cash was $0.4 million and $0.02 million at December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, there was no cash over the federally insured limit. Intangible Assets Intangible assets consist of licensed technology, patents, and patent applications (see Note 5). The assets associated with licensed technology are recorded at cost and are being amortized on the straight line basis over their estimated useful lives of twelve to seventeen years. Office and Lab Equipment Equipment is stated at cost less accumulated depreciation. Depreciation is calculated on the straight line basis over the estimated useful lives of the assets of three to seven years. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to expense. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management periodically reviews the carrying value of its equipment for impairment. Depreciation expense was approximately $ 0 2,000 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 weighted average shares outstanding as of December 31, 2020 and 2019, as they would be anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Year Ended December 31, 2020 2019 Shares underlying options outstanding 16 28 Shares underlying warrants outstanding 53 65 Shares underlying convertible notes outstanding 6,949,870 284,943 Shares underlying convertible preferred stock outstanding 9,995,250 3,517 16,945,189 288,553 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 December 31, 2020 and 2019. The tables below summarize the fair values of our financial liabilities as of December 31, 2020 and 2019 (in thousands): Schedule of fair values of financial liabilities 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 Fair Value at Fair Value Measurement Using 2019 Level 1 Level 2 Level 3 Derivative liability – convertible notes $ 1,785 $ — $ — $ 1,785 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) Year ended December 31, 2020 2019 Balance at beginning of year $ 1,785 $ 2,134 Additions to derivative instruments 2,465 243 Reclassification on conversion (1,268 ) (265 ) Loss (gain) on change in fair value of derivative liability 3,846 (327 ) Balance at end of year $ 6,828 $ 1,785 Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which the related temporary difference becomes deductible. Stock-Based Compensation We account for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the shorter of the service period or the vesting period of the stock-based compensation. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Determining the fair value of stock-based compensation at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based compensation represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. Through December 31, 2018 we used the fair value method for equity instruments granted to non-employees and used the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. On January 1, 2019, the Company adopted ASU 2018-07, which substantially aligns stock-based compensation for employees and non-employees and accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 718. The Company used the modified prospective method of adoption. There was no cumulative effect of the adoption of ASC 718. 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 year ended December 31, 2020 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. We do not expect that the adoption of this standard will have a material impact on the Company’s consolidated financial statements. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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. | 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 Year Ended 2020 2019 Non-cash financial activities: Common stock issued on conversion of notes payable and derivative liability $ 2,243 $ 473 Debentures converted to common stock 1,310 331 Derivative liability extinguished upon conversion of notes payable 1,268 265 Derivative liability issued 2,465 243 Accounts payable paid through issuance of debentures 100 — There was no cash paid for interest and income taxes for the years ended December 31, 2020 and 2019. |
INTELLECTUAL PROPERTY
INTELLECTUAL PROPERTY | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTELLECTUAL PROPERTY | NOTE 5 – INTELLECTUAL PROPERTY We solely own or have exclusive licenses to all of our patents and patent applications. Between 2008 and 2011, we entered into license and assignment agreements with Johns Hopkins University (JHU), the University of Copenhagen (UC) and certain co-inventors (Assignee Co-Founders), in which we paid $ 212,000 Amortization expense recorded during the year ended December 31, 2019 was approximately $ 33,000 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 | NOTE 6 – ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): Schedule of accrued expenses December 31, 2020 2019 Accrued compensation and benefits $ 1,326 $ 1,326 Accrued research and development 233 233 Accrued other 381 307 Total accrued expenses $ 1,940 $ 1,866 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 million and $ 2.0 million, respectively, related to the change in fair value of the derivative liabilities during the periods. During the nine months ended September 30, 2021 and 2020, we recorded income of approximately $ 3.0 million and $ 0.4 million, respectively. For purpose of determining the fair market value of the derivative liability, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuations of the derivatives at September 30, 2021 are as follows: Schedule of valuations of derivatives Volatility 121 % - 182 % Expected term (years) 3 - 9 months 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 million and $ 6.8 million, respectively. | NOTE 7 – 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 years ended December 31, 2020 and 2019, we recorded loss of approximately $ 3.8 0.3 Schedule of black scholes valuations of derivatives 2020 Volatility 343 367 Expected term (years) 3 12 Risk-free interest rate 0.09 0.095 Dividend yield None As of December 31, 2020 and 2019, the derivative liability recognized in the financial statements was approximately $ 6.8 1.8 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 rent expense for the three and nine months ended September 30, 2021 and 2020. 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. | NOTE 8 – COMMITMENTS AND CONTINGENCIES Operating Leases Inspyr 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. COVID-19 Uncertainty On March 11, 2020, the World Health Organization declared a pandemic related to the rapidly spreading coronavirus (COVID-19) outbreak, which has led to a global health emergency. The extent of the public-health impact of the outbreak is currently unknown and rapidly evolving, and the related health crisis could adversely affect the global economy, resulting in an economic downturn. Any disruption of the Company’s facilities or those of our suppliers could likely adversely impact the Company’s operations. At this time, there is significant uncertainty relating to the potential effect of the novel coronavirus on our business. |
CAPITAL STOCK AND STOCKHOLDERS_
CAPITAL STOCK AND STOCKHOLDERS’ EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 shares of Series A Preferred Stock, (ii) 71 shares of Series B Preferred Stock, (iii) 290 shares of Series C Preferred Stock, (iv) 5,000 shares of Series D Preferred Stock, (v) 5,000 shares of Series E Preferred Stock, and (vi) 8,000 shares of Series F Preferred Stock. 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 shares of the Series F stock to Ridgeway Therapeutics, Inc. in connection with the Termination Agreement described in Note 1. 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. 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 shares of common stock, valued at $ 4,201,812 , upon the conversion of $ 2,568,048 principal amount of our convertible debentures. We recorded loss on conversion of debt of $ 47,872 and gain on conversion of debt of $ 1,129,632 during the three and nine months ended September 30, 2021, respectively. 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 in outstanding director fees in exchange for the following: (i) 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 shares of common stock, valued at $ 1,300,653 , upon the conversion of $ 932,935 principal amount of our convertible debentures. We recorded gain on conversion of debt of $ 240,356 and $ 398,323 during the three and nine months ended September 30, 2020, respectively. | NOTE 9 – CAPITAL STOCK AND STOCKHOLDERS’ EQUITY Preferred Stock As of December 31, 2020, there were outstanding 134 133.8 shares of Series A Preferred Stock, 71 shares of Series B Preferred Stock, 290 .4 shares of Series C Preferred Stock, 5,000 shares of Series D Preferred Stock, 5,000 shares of Series E Preferred Stock and 8,000 shares of Series F Preferred Stock. On October 6, 2020, the Company has filed a certificate of designation (“COD”) with the Secretary of State of the State of Delaware that contains the rights, preferences, and privileges of the Series F Preferred Stock. Pursuant to the COD, each share of Series F Preferred Stock has a stated value of $ 10.00 8,000 On May 2, 2020, we sold 5,000 1.00 5,000 22.50 With respect to a vote of stockholders to approve a reverse split of the Common Stock to occur no later than December 31, 2022 only, each share of Series E Preferred Stock held by a holder, as such, is entitled to 1,333 votes. During December 2018, we designated 5,000 0.0001 1.00 5,000 5,000 281.25 With respect to a vote of stockholders to approve a reverse split of the Common Stock to occur no later than December 31, 2019, only, each share of Series D Preferred Stock held by a Holder, as such, was entitled to 400 votes. In December 2015, we issued 1,853 1,000 9.99 18 In December 2016, we issued 1,000 1,000 In March and April 2017, we issued 290.43148 1,000 1,125.00 12 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 As a result of the reductions of the conversion prices of our preferred stock, we have recorded a deemed dividend of approximately $ 64,000 54,000 Common Stock Increase in Authorized Shares Pursuant to a joint written consent of the board of directors and a majority of the voting power of the Company’s stockholders, the Company’s shareholders approved amending and restated the Company’s Certificate of Incorporation to (i) increase the Company’s authorized Common Stock from 150,000,000 1,000,000,000 increase or decrease (but not below the number of shares of such class outstanding) the number of authorized shares of the class of Common Stock or Preferred Stock by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Company irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law. The Company filed the Amended and Restated Certificate of Incorporation with Delaware’s Secretary of State reflecting the foregoing changes with an effective date and time of November 27, 2020. Reverse Stock Splits 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. On June 10, 2020, the Company’s Board of Directors approved a one-for-thirty (1-for-30) reverse stock split of the Company’s common stock (“Reverse Stock Split”). Pursuant to the Reverse Stock Split, the Company filed an amended and restated certificate of incorporation with the Secretary of State of Delaware to effect the Reverse Stock Split effective as of 5:00 p.m. Eastern Time on June 26, 2020 (“Effective Time”). Accordingly, at the Effective Time, each of the Company’s common stock shareholders received one new share of common stock for every thirty shares such shareholder held immediately prior to the 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. On September 17, 2019, the Company’s Board of Directors approved a one-for-twenty five (1-for-25) reverse stock split of the Company’s common stock All share and per share data has been retroactively adjusted in the accompanying consolidated financial statements and footnotes for all periods presented to reflect the effects of the October 5, 2021, June 26, 2020 and September 30, 2019 amendments. Common Stock Activity In October 2020, we issued 866,667 266,500 During the year ended December 31, 2020, we issued a total of 1,600,021 2,243,628 1,310,068 334,206 During the year ended December 31, 2019, we issued a total of 6,785 471,583 331,415 125,089 |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 10 – STOCK OPTIONS Deferred Compensation Plan In July of 2011, we adopted Executive Deferred Compensation Plan (the Deferred Plan). The Deferred Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the Code). The Deferred Plan is intended to be an unfunded “top hat” plan which is maintained primarily to provide deferred compensation benefits for a select group of our “management or highly compensated employees” within the meaning of Sections 201, 301, and 401 of the Employee Retirement Income Security Act of 1974, as amended (ERISA), and to therefore be exempt from the provisions of Parts 2, 3, and 4 of Title I of ERISA. The Deferred Plan is intended to help build a supplemental source of savings and retirement income through pre-tax deferrals of eligible compensation, which may include cash, option and stock bonus awards, discretionary cash, option and stock awards and/or any other payments which may be designated by the Deferred Plan administrator, as eligible, for deferral under the Deferred Plan from time to time. As administered, the Deferred Plan is used to defer compensation of stock awards granted under our other equity compensation plans and does not by its terms approve any grants or awards. Inspyr’s Compensation Plans The Company’s 2007 Equity Compensation Plan (2007 Plan), 2009 Executive Compensation Plan (2009 Plan), 2017 Equity Compensation Plan (2017 Plan), and the Inducement Award Stock Option Plan (Inducement Plan) (together, the Plans) provide for the awarding of stock grants, nonqualified and incentive stock options, restricted stock units, performance units or other stock-based awards to officers, directors, employees and consultants of the Company. The purpose of the Plans is to advance the interests of Inspyr and our stockholders by attracting, retaining and rewarding persons performing services for us and to motivate such persons to contribute to our growth and profitability. Our Plans are administered by a committee of non-employee directors (the Committee). The Committee determines: who shall be granted awards; the vesting periods; the exercise price; and any other terms deemed appropriate for any award. Our 2007 Plan is administered by our board or any of its committees. The purposes of the 2007 Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants, and to promote the success of our business. The issuance of awards under our 2007 Plan is at the discretion of the administrator, which has the authority to determine the persons to whom any awards shall be granted and the terms, conditions and restrictions applicable to any award. Under our 2007 Plan, we may grant stock options, restricted stock, stock appreciation rights, restricted stock units, performance units, performance shares and other stock based awards. Our 2007 Plan authorizes the issuance of up to 67 267 228 Our 2009 Plan, as amended is administered by our Board or any of its committees. The purpose of our 2009 Plan is to advance the interests of the Company and our stockholders by attracting, retaining and rewarding persons performing services for us and to motivate such persons to contribute to our growth and profitability. The issuance of awards under our 2009 Plan is at the discretion of the administrator, which has the authority to determine the persons to whom any awards shall be granted and the terms, conditions and restrictions applicable to any award. Under our 2009 Plan, we may grant stock options, restricted stock, stock appreciation rights, restricted stock units, performance units, performance shares and other stock-based awards. As of December 31, 2020, our 2009 Plan authorizes the issuance of up to 267 shares (pre-October 2021 reverse split) of our common stock for the foregoing awards, and we have granted awards under the plan equal to approximately 220 184 231 Our Inducement Plan is administered by our board or our compensation committee. The Plan is intended to be used in connection with the recruiting and inducement of senior management and employees. The issuance of wards under the Inducement Plan is at the discretion of the administrator which has the authority to determine the persons to whom any awards shall be granted and the terms, conditions and restrictions applicable to any award. The Company did not seek approval of the Plan by our stockholders. Pursuant to the Inducement Plan, the Company may grant stock options for up to a total of 400 282 130 248 Our 2017 Plan is administered by our Board or any of its committees. The purpose of our 2017 Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company’s business. The issuance of awards under our 2017 Plan is at the discretion of the administrator, which has the authority to determine the persons to whom any awards shall be granted and the terms, conditions and restrictions applicable to any award. Under our 2017 Plan, we may grant stock options, restricted stock, stock appreciation rights, restricted stock units, performance units, performance shares and other stock-based awards. As of December 31, 2020, our 2017 Plan authorizes the issuance of up to 2,667 2,667 The Company has not recorded any stock-based compensation expense related to the issuance of stock option awards during the years ended December 31, 2020 and 2019. As of December 31, 2020, there was no unrecognized compensation cost related to non-vested stock options. The following table summarizes stock option activity for the years ended December 31, 2020 and 2019: Schedule of stock option activity Number of Weighted- average exercise price Weighted- average remaining contractual term (in years) Outstanding at December 31, 2018 34 $ 772,114 Granted — $ — Forfeited (6 ) $ 381,797 Outstanding at December 31, 2019 28 $ 855,753 2.9 Granted — $ — Forfeited (12 ) $ 1,522,968 Outstanding at December 31, 2020 16 $ 355,342 2.4 Exercisable at December 31, 2020 16 $ 355,342 2.4 No options were issued or exercised during the years ended December 31, 2020 and 2019. The options had no intrinsic value at December 31, 2020. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2020 | |
Warrants | |
WARRANTS | NOTE 11 – WARRANTS Transactions involving our warrants are summarized as follows: Schedule of transactions involving of warrants Number of Weighted- average Weighted- average Outstanding at December 31, 2018 129 $ 861.515 Granted — $ — Forfeited (46 ) $ 2,008,492 Outstanding at December 31, 2019 83 $ 225,842 1.8 Granted — $ — Forfeited (12 ) $ 787,500 Outstanding at December 31, 2020 53 $ 5,033 1.0 Exercisable at December 31, 2020 53 $ 5,033 1.0 No warrants were issued or exercised during the years ended December 31, 2020 and 2019. The warrants had no intrinsic value at December 31, 2020. As a result of recent equity financings and conversions of debentures, the exercise prices of the warrants issued in conjunction with our Series B preferred stock have been reduced to $ 22.50 562.50 1,125.00 The following table summarizes outstanding common stock purchase warrants as of December 31, 2020: Schedule of outstanding common stock purchase warrants Number of Weighted- average Expiration Issued to consultants 1 $ 244,688 August 2023 Issued pursuant to 2016 financings 30 $ 23 December 2021 Issued pursuant to 2017 financings 22 $ 972 March 2022 through April 2022 53 |
CONVERTIBLE DEBENTURES AND NOTE
CONVERTIBLE DEBENTURES AND NOTES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 of senior convertible debentures (“June Debentures”) for (i) $ 500,000 in cash and (ii) $ 100,000 in cancellation of outstanding indebtedness to existing accredited and institutional investors of the Company. The June Debentures (i) are non-interest bearing, (ii) have a maturity date of June 18, 2022 , (iii) are convertible into shares of Common Stock at the election of the holders at any time, subject to a beneficial ownership limitation of 9.99 %, and (iv) have a 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 related to the fair value of the derivative liability associated with the June Debentures. We recorded debt discount of $ 600,000 , which will be amortized to interest expense over the term of the June Debentures, and we charged $ 44,457 to interest expense upon issue. We have amortized $ 155,000 and $ 175,000 of discount to interest expense during the three and nine months ended September 30, 2021, respectively. Unamortized discount at September 30, 2021 was $ 425,000 . January 2021 Debenture On January 12, 2021, we sold a $ 500,000 senior convertible debenture (“January Debenture”) for (i) $ 500,000 for cash to an existing institutional investor of the Company. The January Debenture (i) is non-interest bearing, (ii) has a maturity date of January 12, 2022 , (iii) is convertible into shares of Common Stock at the election of the holder at any time, subject to a beneficial ownership limitation of 9.99 %, and (iv) has a 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 of January Debenture has been converted to Common Stock and $ 87,520 remained outstanding at September 30, 2021. We recorded an initial derivative liability of $ 709,835 related to the fair value of the derivative liability associated with the January debenture. We recorded debt discount of $ 500,000 , which will be amortized to interest expense over the term of the January debenture, and we charged $ 209,835 to interest expense upon issue. We have amortized $ 94,404 and $ 326,253 of discount to interest expense during the three and nine months ended September 30, 2021, respectively, and $ 148,842 has been charged off against gain upon the conversion of the October Debentures during the three and nine months ended September 30, 2021. Unamortized discount at September 30, 2021 was $ 24,905 . October 2020 Debentures On October 23, 2020, the Company sold an aggregate of $ 600,000 of senior convertible debentures (“October Debentures”) for (i) $ 500,000 in cash and (ii) $ 100,000 in cancellation of outstanding indebtedness to existing accredited and institutional investors of the Company. The October Debentures (i) are non-interest bearing, (ii) have a maturity date of October 23, 2021 , (iii) are convertible into shares of Common Stock at the election of the holders at any time, subject to a beneficial ownership limitation of 9.99 %, and (iv) 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 . During the nine months ended September 30, 2021, $ 500,000 of October Debentures have been converted to common stock and $ 100,000 remains outstanding at September 30, 2021. We had recorded debt discount of $ 600,000 related to the October Debentures, which will be amortized to interest expense over the term of the October Debentures. We have amortized $ 23,551 and $ 168,539 of discount to interest expense during the three and nine months ended September 30, 2021, and $ 0 and $ 311,111 has been charged off against gain upon the conversion of the October Debentures during the three and nine months ended September 30, 2021, respectively. Unamortized discount at September 30, 2021 was $ 7,850 . March 2020 Debentures On March 6, 2020, the Company sold an aggregate of $ 250,000 of senior convertible debentures (the “March Debentures”) for cash to existing accredited institutional investors of the Company. The March Debentures (i) are non-interest bearing, (ii) have a maturity date of July 16, 2020 and (iii) are convertible into shares of Common Stock at the election of the holder at any time, subject to a beneficial ownership limitation of 9.99 %. The March 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 . We issued $ 26,235 in new debentures with substantially the same terms as our October Debenture. The debentures were issued in November 2019. The debentures originally matured November 20, 2020. The maturity date of the debentures was extended to June 30, 2021. 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 in new debentures with substantially the same terms as our October Debentures. The debentures were issued in October 2019. The debentures originally matured on October 1, 2020. The maturity date of the debentures was extended to June 30, 2021. 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 of senior convertible debentures (the “July 2019 Debentures”) in exchange for the extension of the maturity date of our December 2018 convertible notes and certain of our July 2018 and September 2017 convertible debentures, and the waiver of certain default provisions of our July 2018 and September 2017 convertible debentures. The maturity date of the debentures was extended to June 30, 2021. 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 in convertible promissory notes for cash proceeds of $ 25,000 . The notes mature on the earlier of (i) June 30, 2019 or (ii) such time as we raise capital in exchange for the sale of securities and bear interest at 10% per year, payable on the maturity date. Pursuant to the terms of the notes, they may be converted into shares of Common Stock upon an event of default (as such term is defined in the notes) or upon the maturity date at the election of the holder at a price per share equal to 75% of the lowest trade price of our Common Stock on the trading day immediately prior to the date such exchange is exercised by the holder. The maturity date of the notes was extended to June 30, 2021. 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 of senior convertible debentures (“July 2018 Debentures”) consisting of $ 500,000 in cash and the cancellation of $ 15,000 of obligations of the Company. Pursuant to the terms of the securities purchase agreement, we issued $ 515,000 in principal amount of July 2018 Debentures. The July 2018 Debentures have substantially the same terms as the October Debentures. The maturity date of the debentures was extended to June 30, 2021. 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 million in principal amount of senior convertible debentures (the “September 2017 Debentures”) in exchange for 1,614.8125 Series A Shares with a stated value of approximately $ 1.6 million and 890 Series B Shares with a stated value of approximately $ 0.9 million. On September 12, 2017, we sold an aggregate of $ 320,000 of our September 2017 Debentures. The sale consisted of $ 250,000 in cash and the cancellation of $ 70,000 of obligations of the Company. The maturity date of the debentures was extended to December 31, 2021. During the nine months ended September 30, 2021, $ 589,334 of debenture have been converted to common stock and $ 110,072 remains outstanding at September 30, 2021. | NOTE 12 – CONVERTIBLE DEBENTURES AND NOTES Extension of Outstanding Debentures until December 31, 2020 Effective March 6, 2020, Sabby Healthcare Master Fund, Ltd and Sabby Volatility Warrant Master Fund, Ltd. waived certain events of default under debentures and notes issued in our December 2018 note offering, July 2018 debenture offering and September 2017 debenture offering (collectively, the “Debenture Offerings”) and extended the maturity date of such debentures until July 16, 2020. Effective July 16, 2020 the maturity dates of all of the debentures was extended to December 31, 2020. Effective December 31, 2020, the maturity date of all debentures that matured during 2020 were extended to June 30, 2021. Conversion Price Adjustment Agreement On November 25, 2020, the Company entered into a conversion price adjustment agreement (the “Agreement”) with Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. (collectively, “Sabby”). Pursuant to the Agreement, approximately $2.4 million in outstanding senior convertible debentures held by Sabby were amended such that their conversion prices into common stock of the Company are equal to the lesser of (i) $24.75 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. October 2020 Debentures On October 23, 2020, the Company sold an aggregate of $ 600,000 500,000 100,000 The Debentures (i) are non-interest bearing, (ii) have a maturity date of October 23, 2021, (iii) are convertible into shares of common stock (“Common Stock”) of the Company at the election of the Investors at any time, subject to a beneficial ownership limitation of 9.99 The 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 Debentures contain 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 Debentures are no longer outstanding. Additionally, the Company has the option to redeem some or all of the Debentures for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the Debentures. Without the approval of the Debenture holders holding at least 67 We recorded an initial derivative liability of $ 619,627 600,000 19,627 112,500 March 2020 Debentures On March 6, 2020, the Company sold an aggregate of $ 250,000 July 16, 2020 9.99 The March 2020 Debentures also contain provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions. The investors will also have the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the March 2020 Debentures contain 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 March 2020 Debentures are no longer outstanding. Additionally, the Company has the option to redeem some or all of the March 2020 Debentures for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the debentures. Furthermore, without the approval of the debenture holders holding at least 67 We recorded debt discount of $ 167,080 November 2019 Debentures Sabby Volatility Warrant Master Fund, Ltd. has paid certain of our accounts payable in the amount of $ 26,235 26,235 June 30, 2021 October 2019 Debentures Effective September 30 2019, Sabby Healthcare Master Fund, Ltd and Sabby Volatility Warrant Master Fund, Ltd. 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 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 of senior convertible debentures (the “July 2019 Debentures”) in exchange for the extension of the maturity date of our December 2018 convertible notes and certain of our July 2018 and September 2017 convertible debentures, and the waiver of certain default provisions of our July 2018 and September 2017 convertible debentures. 154,000 The July 2019 Debentures (i) are non-interest bearing, (ii) have a maturity date one (1) year from the date of issuance and (iii) are convertible into shares of our common stock at the election of the investor at any time, subject to a beneficial ownership limitation of 4.99% which may be increased to 9.99 Debentures have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. Furthermore, without the approval of the Investors holding at least 67 December 2018 Debentures On December 13, 2018 we issued an aggregate of $ 25,000 25,000 June 30, 2019 10 75 June 30, 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 June 30, 2021 September 2017 Debentures On September 12, 2017 we entered into an exchange agreement (“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 Exchange Agreement, we issued to the investors approximately $ 2.5 1,615 1.6 890 0.9 On September 12, 2017, we sold an aggregate of $ 320,000 250,000 70,000 The September 2017 Debentures have substantially the same terms as the July 2019 Debentures. The maturity date of the debentures has been extended to June 30, 2021. As a result of a buy-in failure to deliver certain shares pursuant to a debenture conversion, the Company incurred penalties of $ 24,551 |
LICENSE TERMINATION COST
LICENSE TERMINATION COST | 12 Months Ended |
Dec. 31, 2020 | |
License Termination Cost | |
LICENSE TERMINATION COST | NOTE 13 — LICENSE TERMINATION COST As described in Note 1, on October 5, 2020, we entered into an agreement with Ridgeway Therapeutics, Inc. whereby the parties terminated the Licensing Agreement previously entered into on August 3, 2018. In exchange for entering into the Termination Agreement, the Company issued to Ridgeway 866,667 shares of common stock and 8,000 shares of Series F 0% Convertible Preferred Stock Additionally, we have agreed to pay certain expenses and costs of Ridgeway’s aggregating approximately $25,000 We valued the 866,667 shares of common stock at $ 266,500 1,677,901 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14 — INCOME TAXES The Company had, subject to limitation, $ 42 $39.9 million expire at various dates through 2037. 458,000 expire from 2028 through 2037 226,000 241,000 Schedule of deferred tax assets and liabilities 2020 2019 Deferred tax assets: Net operating loss carryover $ 9,064 $ 8,838 Stock-based compensation 1,920 1,920 Accrued compensation 334 334 Other 30 30 Tax credits 458 458 Total deferred tax assets 11,806 11,580 Less: valuation allowance (11,806 ) (11,580 ) Net deferred tax assets $ — $ — The actual tax benefit differs from the expected tax benefit for the years ended December 31, 2020 and 2019 (computed by applying the U.S. Federal Corporate tax rate of 21 Schedule of actual tax benefit differs from the expected tax benefit 2020 2019 Statutory federal income tax rate ( 21 )% ( 21 )% State income taxes, net of federal benefits ( 7.0 )% ( 7.0 )% Non-deductible items 24.4 % 2.2 % Valuation allowance 3.6 % 25.8 % Effective income tax rate — % — % The Company’s tax returns for the previous three years remain open for audit by the respective tax jurisdictions. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 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. 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 has been retroactively restated in the accompanying consolidated financial statements and footnotes for all periods presented to reflect the effects of the 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 shares. Additionally, pursuant to the terms of their Certificates of Designation, each Series of Inspyr preferred stock had the conversion price at which shares of such applicable preferred stock may be converted into shares of Inspyr Common Stock proportionately adjusted to reflect the Reverse Stock Split. Additionally, all outstanding options, warrants and convertible debt of Inspyr were adjusted proportionately pursuant to the Reverse Stock Split. 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 shares of Common Stock pursuant to the conversion of $ 87,520 of our outstanding debentures. | NOTE 15 – SUBSEQUENT EVENTS On January 12, 2021, we sold $ 500,000 500,000 The Debenture (i) is non-interest bearing, (ii) has a maturity date of January 12, 2022, (iii) is convertible into shares of common stock (“Common Stock”) of the Company at the election of the Investor at any time, subject to a beneficial ownership limitation of 9.99%, and (iv) has a 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 , The 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 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 Debenture is no longer outstanding. Additionally, the Company has the option to redeem some or all of the Debenture for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the Debenture. During 2021 we issued 4,248,864 1,964,500 On March 1, 2021, we entered into a settlement and release agreement with Claire Thom, one of our independent directors for the settlement of past due director fees and the mutual release of all claims. Pursuant to the agreement, Dr. Thom agreed to waive $ 204,500 (i) the payment of $40,000 (of which $20,000 was paid in November 2020 and $20,000 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, a common stock purchase option with a Black Scholes’ value of $40,000, having an exercise price equal to the closing price on the day preceding the announcement, and a term of 10 years. 5,000 On March 1, 2021, we entered into a settlement and release agreement with Scott Ogilvie, one of our independent directors for the settlement of all past due director fees and the mutual release of all claims. Pursuant to the agreement, Mr. Ogilvie agreed to waive $ 231,167 (i) the payment of $60,000 (of which $30,000 was paid in November 2020 and $30,000 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, a common stock purchase option with a Black Scholes’ value of $40,000, having an exercise price equal to the closing price on the day preceding the announcement, and a term of 10 years. 5,000 Reverse Stock Split On October 5, 2021 the Company effectuated a reverse split of the Company’s issued and outstanding common stock at an exchange ratio of 1-for-75, effective on that date. |
SUMMARY OF CRITICAL ACCOUNTIN_2
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
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. | Principles of Consolidation The consolidated financial statements include the accounts of the parent company, Inspyr Therapeutics, Inc., and its wholly-owned subsidiary, Lewis & Clark Pharmaceuticals, Inc. All significant intercompany accounts and transactions have been eliminated. |
Reverse Stock Split and Increase in Authorized Shares | Reverse Stock Split and Increase in Authorized Shares 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. On June 10, 2020, the Company’s Board of Directors approved a one-for-thirty (1-for-30) reverse stock split of the Company’s common stock On September 17, 2019, the Company’s Board of Directors approved a one-for-twenty five (1-for-25) reverse stock split of the Company’s common stock. In furtherance of the Reverse Stock Split, the Company has filed an amended and restated certificate of incorporation with the Secretary of State of Delaware to effect the Reverse Stock Split effective as of 5:00 p.m. Eastern Time on September 30, 2019 (“Effective Time”). Accordingly, at the Effective Time, each of the Company’s common stock shareholders received one new share of common stock for every twenty-five shares such shareholder held immediately prior to the Effective Time. The Reverse Stock Split will 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/conversion price being increased proportionately to the Reverse Stock Split ratio. All share and per share data has been retroactively adjusted in the accompanying consolidated financial statements and footnotes for all periods presented to reflect the effects of the October 5, 2021, June 26, 2020 and September 30, 2019 amendments. Pursuant to a joint written consent of the board of directors and a majority of the voting power of the Company’s stockholders, the Company’s shareholders approved amending and restated the Company’s Certificate of Incorporation to (i) increase the Company’s authorized Common Stock from 150,000,000 shares to 1,000,000,000 increase or decrease (but not below the number of shares of such class outstanding) the number of authorized shares of the class of Common Stock or Preferred Stock by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Company irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law. The Company filed the Amended and Restated Certificate of Incorporation with Delaware’s Secretary of State reflecting the foregoing changes with an effective date and time of November 27, 2020. | |
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. | 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 and $ 11,000 for the three months ended September 30, 2021 and 2020, respectively. We incurred research and development expenses of approximately $ 190,000 and $ 33,000 for the nine months ended September 30, 2021 and 2020, respectively. | Research and Development Research and development costs are charged to expense as incurred. Our research and development expenses consist primarily of expenditures for toxicology and other studies, manufacturing, clinical trials, compensation and consulting costs. We incurred research and development expenses of $ 0.02 0.04 |
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 t have any cash equivalents at September 30, 2021 or December 31, 2020. | 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 |
Restricted Cash | Restricted Cash Restricted cash consisted of funds held in trust for the Company. The use of these funds was restricted to: (i) the payment of professional fees in connection with bringing the Company’s filings current, and (ii) the payment of vendors associated with the issuance and trading of the Company’s securities, such as transfer agent fees and fees payable to the OTCQB and FINRA. There were 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 million and $ 0.4 million at September 30, 2021 and December 31, 2020, respectively. As of September 30, 2021 and December 31, 2020, there was no cash over the federally insured limit. | 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 and restricted cash was $0.4 million and $0.02 million at December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, there was no cash over the federally insured limit. |
Intangible Assets | Intangible Assets Intangible assets consist of licensed technology, patents, and patent applications (see Note 5). The assets associated with licensed technology are recorded at cost and are being amortized on the straight line basis over their estimated useful lives of twelve to seventeen years. | |
Office and Lab Equipment | Office and Lab Equipment Equipment is stated at cost less accumulated depreciation. Depreciation is calculated on the straight line basis over the estimated useful lives of the assets of three to seven years. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to expense. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management periodically reviews the carrying value of its equipment for impairment. Depreciation expense was approximately $ 0 2,000 | |
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 ) | 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 weighted average shares outstanding as of December 31, 2020 and 2019, as they would be anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Year Ended December 31, 2020 2019 Shares underlying options outstanding 16 28 Shares underlying warrants outstanding 53 65 Shares underlying convertible notes outstanding 6,949,870 284,943 Shares underlying convertible preferred stock outstanding 9,995,250 3,517 16,945,189 288,553 |
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. | 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 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 | 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 December 31, 2020 and 2019. The tables below summarize the fair values of our financial liabilities as of December 31, 2020 and 2019 (in thousands): Schedule of fair values of financial liabilities 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 Fair Value at Fair Value Measurement Using 2019 Level 1 Level 2 Level 3 Derivative liability – convertible notes $ 1,785 $ — $ — $ 1,785 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) Year ended December 31, 2020 2019 Balance at beginning of year $ 1,785 $ 2,134 Additions to derivative instruments 2,465 243 Reclassification on conversion (1,268 ) (265 ) Loss (gain) on change in fair value of derivative liability 3,846 (327 ) Balance at end of year $ 6,828 $ 1,785 |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which the related temporary difference becomes deductible. | |
Stock-Based Compensation | Stock-Based Compensation We account for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the shorter of the service period or the vesting period of the stock-based compensation. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Determining the fair value of stock-based compensation at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based compensation represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. Through December 31, 2018 we used the fair value method for equity instruments granted to non-employees and used the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. On January 1, 2019, the Company adopted ASU 2018-07, which substantially aligns stock-based compensation for employees and non-employees and accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 718. The Company used the modified prospective method of adoption. There was no cumulative effect of the adoption of ASC 718. | |
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. | 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 year ended December 31, 2020 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. We do not expect that the adoption of this standard will have a material impact on the Company’s consolidated financial statements. |
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. |
SUMMARY OF CRITICAL ACCOUNTIN_3
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 | Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Year Ended December 31, 2020 2019 Shares underlying options outstanding 16 28 Shares underlying warrants outstanding 53 65 Shares underlying convertible notes outstanding 6,949,870 284,943 Shares underlying convertible preferred stock outstanding 9,995,250 3,517 16,945,189 288,553 |
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 fair values of financial liabilities 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 Fair Value at Fair Value Measurement Using 2019 Level 1 Level 2 Level 3 Derivative liability – convertible notes $ 1,785 $ — $ — $ 1,785 |
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 | Schedule of derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) Year ended December 31, 2020 2019 Balance at beginning of year $ 1,785 $ 2,134 Additions to derivative instruments 2,465 243 Reclassification on conversion (1,268 ) (265 ) Loss (gain) on change in fair value of derivative liability 3,846 (327 ) Balance at end of year $ 6,828 $ 1,785 |
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 ) |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 — | Schedule of additional information of cash flow Year Ended 2020 2019 Non-cash financial activities: Common stock issued on conversion of notes payable and derivative liability $ 2,243 $ 473 Debentures converted to common stock 1,310 331 Derivative liability extinguished upon conversion of notes payable 1,268 265 Derivative liability issued 2,465 243 Accounts payable paid through issuance of debentures 100 — |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 | Schedule of accrued expenses December 31, 2020 2019 Accrued compensation and benefits $ 1,326 $ 1,326 Accrued research and development 233 233 Accrued other 381 307 Total accrued expenses $ 1,940 $ 1,866 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 months Risk-free interest rate 0.04 % – 0.05 % Dividend yield None | Schedule of black scholes valuations of derivatives 2020 Volatility 343 367 Expected term (years) 3 12 Risk-free interest rate 0.09 0.095 Dividend yield None |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Schedule of stock option activity Number of Weighted- average exercise price Weighted- average remaining contractual term (in years) Outstanding at December 31, 2018 34 $ 772,114 Granted — $ — Forfeited (6 ) $ 381,797 Outstanding at December 31, 2019 28 $ 855,753 2.9 Granted — $ — Forfeited (12 ) $ 1,522,968 Outstanding at December 31, 2020 16 $ 355,342 2.4 Exercisable at December 31, 2020 16 $ 355,342 2.4 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Warrants | |
Schedule of transactions involving of warrants | Schedule of transactions involving of warrants Number of Weighted- average Weighted- average Outstanding at December 31, 2018 129 $ 861.515 Granted — $ — Forfeited (46 ) $ 2,008,492 Outstanding at December 31, 2019 83 $ 225,842 1.8 Granted — $ — Forfeited (12 ) $ 787,500 Outstanding at December 31, 2020 53 $ 5,033 1.0 Exercisable at December 31, 2020 53 $ 5,033 1.0 |
Schedule of outstanding common stock purchase warrants | Schedule of outstanding common stock purchase warrants Number of Weighted- average Expiration Issued to consultants 1 $ 244,688 August 2023 Issued pursuant to 2016 financings 30 $ 23 December 2021 Issued pursuant to 2017 financings 22 $ 972 March 2022 through April 2022 53 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities 2020 2019 Deferred tax assets: Net operating loss carryover $ 9,064 $ 8,838 Stock-based compensation 1,920 1,920 Accrued compensation 334 334 Other 30 30 Tax credits 458 458 Total deferred tax assets 11,806 11,580 Less: valuation allowance (11,806 ) (11,580 ) Net deferred tax assets $ — $ — |
Schedule of actual tax benefit differs from the expected tax benefit | Schedule of actual tax benefit differs from the expected tax benefit 2020 2019 Statutory federal income tax rate ( 21 )% ( 21 )% State income taxes, net of federal benefits ( 7.0 )% ( 7.0 )% Non-deductible items 24.4 % 2.2 % Valuation allowance 3.6 % 25.8 % Effective income tax rate — % — % |
BACKGROUND (Details Narrative)
BACKGROUND (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Oct. 05, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Debt securities sold | $ 250 | $ 250 | ||||||
Common stock issued | 9,579,879 | 2,478,848 | 12,160 | |||||
Preferred Stock issued | 0 | 0 | 0 | |||||
Payment for expenses and costs | $ 25 | $ 25 | ||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Proceeds from equity financing | $ 5,000 | $ 5,000 | ||||||
Percentage of issued and outstanding shares of commonstock | 54.14% | |||||||
Percentage of issued and outstanding shares of common stock | 54.14% | |||||||
Ridgeway [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock issued | 866,667 | |||||||
Ridgeway [Member] | Series F Convertible Preferred Stock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Preferred Stock issued | 8,000 | |||||||
Preferred stock par value | $ 10 | |||||||
Preferred Stock, Voting Rights | Furthermore, by virtue of the issuance of the Series F Preferred Stock, Ridgeway will vote on an as if converted to common stock basis which shall be equal to eighty percent (80%) of the issued and outstanding Common Stock post-conversion. | Furthermore, by virtue of the issuance of the Series F Preferred Stock, Ridgeway will vote on an as if converted to common stock basis which shall be equal to eighty percent (80%) of the issued and outstanding Common Stock post-conversion. | ||||||
Cash [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Debt securities sold | $ 500 | $ 500 | $ 500 | |||||
Intellectual Property [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [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. | 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 | Oct. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Managements Plans To Continue As Going Concern | |||||||
Working capital deficit | $ 5,300 | $ 12,500 | |||||
Retained Earnings (Accumulated Deficit) | $ 64,329 | 66,975 | $ 60,680 | ||||
Cash and cash equivalents and restricted cash balances | $ 404 | ||||||
Percentage of total assets | 100.00% | 100.00% | |||||
Amount raised | $ 500 | $ 500 | $ 500 | $ 250 | |||
Cash | $ 995 | $ 404 | $ 4 |
SUMMARY OF CRITICAL ACCOUNTIN_4
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shares underlying, outstanding | 95,312 | 3,801 | 95,312 | 3,801 | 16,945,189 | 288,553 |
Convertible Preferred Stock [Member] | ||||||
Shares underlying, outstanding | 95,250 | 3,739 | 95,250 | 3,739 | 9,995,250 | 3,517 |
Convertible Debt [Member] | ||||||
Shares underlying, outstanding | 6,949,870 | 284,943 | ||||
Warrant [Member] | ||||||
Shares underlying, outstanding | 53 | 53 | 53 | 53 | 53 | 65 |
Share-based Payment Arrangement, Option [Member] | ||||||
Shares underlying, outstanding | 9 | 9 | 9 | 9 | 16 | 28 |
SUMMARY OF CRITICAL ACCOUNTIN_5
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 2) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
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 | $ 1,785 |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Convertible notes | |||
Preferred stock | |||
Derivative liability | |||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Convertible notes | |||
Preferred stock | |||
Derivative liability | |||
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 | $ 1,785 |
SUMMARY OF CRITICAL ACCOUNTIN_6
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 3) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||||
Balance at beginning of period | $ 6,828 | $ 1,785 | $ 1,785 | $ 2,134 |
Additions to derivative instruments | 1,354 | 167 | 2,465 | 243 |
Reclassification on conversion | (3,223) | (766) | (1,268) | (265) |
Gain on change in fair value of derivative liability | (3,001) | (353) | 3,846 | (327) |
Balance at end of period | $ 1,958 | $ 833 | $ 6,828 | $ 1,785 |
SUMMARY OF CRITICAL ACCOUNTIN_7
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details Narrative) - USD ($) $ in Thousands | Jun. 10, 2020 | Sep. 17, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 27, 2020 | Nov. 26, 2020 |
Accounting Policies [Abstract] | ||||||||||
Reverse stock split | the Company’s Board of Directors approved a one-for-thirty (1-for-30) reverse stock split of the Company’s common stock | the Company’s Board of Directors approved a one-for-twenty five (1-for-25) reverse stock split of the Company’s common stock | ||||||||
Common stock shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 150,000,000 | ||||
Research and Development Expense | $ 97 | $ 11 | $ 190 | $ 33 | $ 18 | $ 44 | ||||
Cash equivalents | 0 | 0 | 0 | 0 | ||||||
Restricted Cash | 0 | |||||||||
Depreciation expense | 0 | $ 2 | ||||||||
Cash | $ 1,000 | $ 1,000 | $ 400 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Non-cash financial activities: | ||||
Common stock issued on conversion of notes payable and derivative liability | $ 4,202 | $ 1,300 | $ 2,243 | $ 473 |
Debentures converted to common stock | 2,568 | 933 | 1,310 | 331 |
Derivative liability extinguished upon conversion of notes payable | 3,223 | 766 | 1,268 | 265 |
Derivative liability issued | 1,354 | 167 | 2,465 | 243 |
Accounts payable paid through issuance of debentures | 100 | $ 100 | ||
Non-cash financial activities: | ||||
Accrued directors fees forgiven and credited to paid in capital | $ 336 |
INTELLECTUAL PROPERTY (Details
INTELLECTUAL PROPERTY (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Payments for intangibles assets | $ 212 | |
Amortization expense | $ 33 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Accrued compensation and benefits | $ 1,326 | $ 1,326 | $ 1,326 |
Accrued research and development | 233 | 233 | 233 |
Accrued other | 427 | 381 | 307 |
Total accrued expenses | $ 1,986 | $ 1,940 | $ 1,866 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input percentage | 121.00% | 343.00% |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input percentage | 182.00% | 367.00% |
Measurement Input, Expected Term [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input | None | |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input term | 3 months | 3 months |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input term | 9 months | 12 months |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input percentage | 0.04% | 0.09% |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input percentage | 0.05% | 0.095% |
Measurement Input, Expected Dividend Rate [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input percentage | 0.00% |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||
Gain on change in fair value of the derivative liability | $ 6,700 | $ 2,000 | $ 3,000 | $ 400 | $ 3,800 | $ 300 |
Derivative Liability | $ 2,000 | $ 2,000 | $ 6,800 | $ 1,800 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rental expenses | $ 0 | $ 0 | $ 0 | $ 0 |
CAPITAL STOCK AND STOCKHOLDER_2
CAPITAL STOCK AND STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Jun. 10, 2020 | May 02, 2020 | Sep. 17, 2019 | Oct. 31, 2020 | Jan. 31, 2019 | Apr. 30, 2017 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 27, 2020 | Nov. 26, 2020 | Oct. 06, 2020 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | ||||||||||||||||
Preferred stock, shares authorized | 29,978,846 | 29,978,846 | 29,978,846 | 29,978,846 | ||||||||||||||||
Value of number of shares issued | $ 266,500 | |||||||||||||||||||
Deemed dividends | $ 64,000 | $ 54,000 | ||||||||||||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 150,000,000 | ||||||||||||||
Reverse stock split | the Company’s Board of Directors approved a one-for-thirty (1-for-30) reverse stock split of the Company’s common stock | the Company’s Board of Directors approved a one-for-twenty five (1-for-25) reverse stock split of the Company’s common stock | ||||||||||||||||||
Shares issued for termination, value | $ 5,000 | $ 5,000 | $ 5,000 | |||||||||||||||||
Debt conversion, amount | $ 2,568,000 | $ 933,000 | 1,310,000 | 331,000 | ||||||||||||||||
Gain on conversion of debt | $ (48,000) | $ 240,000 | $ 1,130,000 | $ 398,000 | $ 334,000 | $ 125,000 | ||||||||||||||
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 | |||||||||||||||||||
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 | |||||||||||||||||||
Ridgeway Termination Agreement [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares issued for termination, shares | 866,667 | |||||||||||||||||||
Shares issued for termination, value | $ 266,500 | |||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred stock, shares outstanding | 134 | 134 | 134 | 134 | ||||||||||||||||
Preferred stock, shares authorized | 1,854 | 1,854 | 1,854 | 1,854 | ||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred stock, shares outstanding | 71 | 71 | 71 | 71 | ||||||||||||||||
Preferred stock, shares authorized | 1,000 | 1,000 | 1,000 | 1,000 | ||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred stock, shares outstanding | 290 | 290 | 290 | 290 | ||||||||||||||||
Preferred stock, shares authorized | 300 | 300 | 300 | 300 | ||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred stock, shares outstanding | 5,000 | 5,000 | 5,000 | 5,000 | ||||||||||||||||
Preferred stock, stated value | $ 1 | |||||||||||||||||||
Preferred stock, shares authorized | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | |||||||||||||||
Conversion price | $ 281.25 | |||||||||||||||||||
Preferred stock, voting right | each share of Series D Preferred Stock held by a Holder, as such, was entitled to 400 votes. | |||||||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred stock, shares outstanding | 5,000 | 5,000 | 5,000 | 0 | ||||||||||||||||
Preferred stock, shares authorized | 5,000 | 5,000 | 5,000 | 5,000 | ||||||||||||||||
Conversion price | $ 22.50 | |||||||||||||||||||
Preferred stock, voting right | each share of Series E Preferred Stock held by a holder, as such, is entitled to 1,333 votes. | |||||||||||||||||||
Series F Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred stock, shares outstanding | 8,000 | 8,000 | 8,000 | 0 | ||||||||||||||||
Preferred stock, stated value | $ 10 | |||||||||||||||||||
Preferred stock, shares authorized | 8,000 | 8,000 | 8,000 | 8,000 | ||||||||||||||||
Series E 0 Convertible Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Sale of stock, shares | 5,000 | |||||||||||||||||||
Sale of stock, price per share | $ 1 | |||||||||||||||||||
Sale of stock value | $ 5,000 | |||||||||||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Stock issued during period, shares | 5,000 | |||||||||||||||||||
Value of number of shares issued | $ 5,000 | |||||||||||||||||||
SeriesA0ConvertiblePreferredStockMember | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred stock, stated value | $ 1,000 | |||||||||||||||||||
Conversion price | $ 29,812.50 | |||||||||||||||||||
Stock issued during period, shares | 1,853 | |||||||||||||||||||
Beneficial ownership limitation percentage | 9.99% | |||||||||||||||||||
Subsequent equity sales period | 18 months | |||||||||||||||||||
SeriesB0ConvertiblePreferredStockMember | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred stock, stated value | $ 1,000 | |||||||||||||||||||
Stock issued during period, shares | 1,000 | |||||||||||||||||||
Series C 0% Convertible Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Preferred stock, stated value | $ 1,000 | |||||||||||||||||||
Conversion price | $ 1,125 | |||||||||||||||||||
Stock issued during period, shares | 290.43148 | |||||||||||||||||||
Subsequent equity sales period | 12 months | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Debt conversion, shares issued | 7,101,031 | 531,564 | 1,600,021 | 6,785 | ||||||||||||||||
Debt conversion, amount | $ 2,243,628 | $ 471,583 | ||||||||||||||||||
Gain on conversion of debt | $ 47,872 | $ 240,356 | $ 1,129,632 | $ 398,323 | 334,206 | 125,089 | ||||||||||||||
Value of shares based upon conversion of debt | 4,201,812 | 1,300,653 | ||||||||||||||||||
Common Stock [Member] | Principal [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Debt conversion, amount | $ 1,310,068 | $ 331,415 | ||||||||||||||||||
Debt conversion principal amount | $ 2,568,048 | $ 932,935 |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) - Share-based Payment Arrangement, Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at beginning | 28 | 34 |
Outstanding at beginning | $ 855,753 | $ 772,114 |
Granted | ||
Granted | ||
Forfeited | (12) | (6) |
Forfeited | $ 1,522,968 | $ 381,797 |
Outstanding at ending | 2 years 4 months 24 days | 2 years 10 months 24 days |
Outstanding at ending | 16 | 28 |
Outstanding at ending | $ 355,342 | $ 855,753 |
Exercisable at ending | 16 | |
Exercisable at ending | $ 355,342 | |
Exercisable at ending | 2 years 4 months 24 days |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) | 12 Months Ended |
Dec. 31, 2020shares | |
2007 Executive Compensation Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum annual grants | 67 |
2007 Executive Compensation Plan [Member] | Common Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares available for future issuence | 228 |
2009 Executive Compensation Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized | 267 |
Number of shares available for future issuence | 231 |
Number of shares granted | 220 |
Number of shares forfited | 184 |
Inducement Award Stock Option Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares available for future issuence | 248 |
Number of shares granted | 282 |
Number of shares forfited | 130 |
Maximum grants under plan | 400 |
2017 Equity Compensation Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares available for future issuence | 2,667 |
Maximum grants under plan | 2,667 |
WARRANTS (Details)
WARRANTS (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Outstanding at beginning | 83 | 129 |
Outstanding at beginning | $ 225,842 | $ 861.515 |
Granted | ||
Granted | ||
Forfeited | (12) | (46) |
Forfeited | $ 787,500 | $ 2,008,492 |
Outstanding at ending | 1 year | 1 year 9 months 18 days |
Outstanding at ending | 53 | 83 |
Outstanding at ending | $ 5,033 | $ 225,842 |
Exercisable at ending | 53 | |
Exercisable at ending | $ 5,033 | |
Exercisable at ending | 1 year |
WARRANTS (Details 1)
WARRANTS (Details 1) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Number of shares | 53 |
Financing 2016 [Member] | |
Number of shares | 30 |
Weighted Average Exercise price | $ / shares | $ 23 |
Expiration date | December 2021 |
Financings 2017 [Member] | |
Number of shares | 22 |
Weighted Average Exercise price | $ / shares | $ 972 |
Expiration date | March 2022 through April 2022 |
Consultant [Member] | |
Number of shares | 1 |
Weighted Average Exercise price | $ / shares | $ 244,688 |
Expiration date | August 2023 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) | Dec. 31, 2020$ / shares |
Series B Preferred Stock [Member] | |
Exercise price of warrants | $ 22.50 |
Series C Preferred Stock [Member] | Minimum [Member] | |
Exercise price of warrants | 562.50 |
Series C Preferred Stock [Member] | Maximum [Member] | |
Exercise price of warrants | $ 1,125 |
CONVERTIBLE DEBENTURES AND NO_2
CONVERTIBLE DEBENTURES AND NOTES (Details Narrative) - USD ($) | Jan. 12, 2021 | Mar. 06, 2020 | Dec. 13, 2018 | Dec. 13, 2018 | Jul. 03, 2018 | Sep. 12, 2017 | Jun. 18, 2021 | Oct. 23, 2020 | Jul. 16, 2019 | Jul. 16, 2019 | Jul. 31, 2018 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | ||||||||||||||||
Derivative liability | $ 2,000,000 | $ 2,000,000 | $ 6,800,000 | $ 1,800,000 | ||||||||||||
Unamortized of debt discount | 458,000 | 458,000 | 488,000 | 281,000 | ||||||||||||
Debt conversion amount | $ 2,568,000 | $ 933,000 | 1,310,000 | 331,000 | ||||||||||||
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 | |||||||||||||||
Proceeds from debt | $ 1,000,000 | $ 250,000 | 750,000 | |||||||||||||
Stated value of the preferred shares | ||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 25,000 | |||||||||||||||
Maturity date | Jun. 30, 2019 | |||||||||||||||
Proceeds from debt | $ 25,000 | |||||||||||||||
Bear interest rate | 10.00% | |||||||||||||||
Lowest trade price | 75.00% | |||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 515,000 | |||||||||||||||
Cash received | 500,000 | |||||||||||||||
Cancellation amount | 15,000 | |||||||||||||||
Beneficial ownership limitation percentage | 9.99% | |||||||||||||||
Percentage of outstanding debentures | 67.00% | |||||||||||||||
Debt conversion amount | $ 515,000 | |||||||||||||||
Mature date description | we entered into securities purchase agreements with certain institutional investors. Pursuant to the securities purchase agreement, we issued an aggregate of $154,000 of senior convertible debentures (the “July 2019 Debentures”) in exchange for the extension of the maturity date of our December 2018 convertible notes and certain of our July 2018 and September 2017 convertible debentures, and the waiver of certain default provisions of our July 2018 and September 2017 convertible debentures. | |||||||||||||||
Finance cost charge | $ 154,000 | $ 154,000 | ||||||||||||||
Conversion price, description | Debentures have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. | |||||||||||||||
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 | ||||||||||||||
Debt penalties | 24,551 | |||||||||||||||
July 2019 Debentures [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 154,000 | |||||||||||||||
Extended Maturity [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Maturity date | Jun. 30, 2021 | |||||||||||||||
Extended Maturity [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Maturity date | Jun. 30, 2021 | |||||||||||||||
October 2020 Debentures [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 600,000 | |||||||||||||||
Cash received | 500,000 | |||||||||||||||
Cancellation amount | $ 100,000 | |||||||||||||||
Beneficial ownership limitation percentage | 9.99% | |||||||||||||||
Percentage of outstanding debentures | 67.00% | |||||||||||||||
Derivative liability | 619,627 | |||||||||||||||
Unamortized of debt discount | 7,850 | 7,850 | 600,000 | |||||||||||||
Interest Expense, Debt | 19,627 | |||||||||||||||
Amortization of debt discount | 23,551 | 168,539 | 112,500 | |||||||||||||
Maturity date | Oct. 23, 2021 | |||||||||||||||
Debt conversion amount | 500,000 | |||||||||||||||
Convertible debentures | 100,000 | 100,000 | ||||||||||||||
Debt discount | $ 600,000 | |||||||||||||||
Gain on charged off conversion of debentures | 0 | 311,111 | ||||||||||||||
March 2020 Debentures [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 250,000 | |||||||||||||||
Beneficial ownership limitation percentage | 9.99% | |||||||||||||||
Percentage of outstanding debentures | 67.00% | |||||||||||||||
Unamortized of debt discount | 167,080 | |||||||||||||||
Interest Expense, Debt | 167,080 | |||||||||||||||
Maturity date | Jul. 16, 2020 | |||||||||||||||
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 | |||||||||||||||
Sabby Volatility Warrant Master Fund, Ltd. [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Accounts payable | 26,235 | |||||||||||||||
Debt conversion amount | $ 26,235 | |||||||||||||||
Sabby Volatility Warrant Master Fund, Ltd. [Member] | Extended Maturity [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Maturity date | Jun. 30, 2021 | |||||||||||||||
October 2019 Debentures [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Debt conversion amount | 96,000 | $ 96,000 | ||||||||||||||
Exchange Agreement [Member] | Investors [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Convertible debentures | $ 2,500,000 | |||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Preferred shares exchanged | 1,615 | |||||||||||||||
Stated value of the preferred shares | $ 1,600,000 | |||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Preferred shares exchanged | 890 | |||||||||||||||
Stated value of the preferred shares | $ 900,000 | |||||||||||||||
June 2021 Debenture [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 600,000 | |||||||||||||||
Cash received | 500,000 | |||||||||||||||
Cancellation amount | $ 100,000 | |||||||||||||||
Beneficial ownership limitation percentage | 9.99% | |||||||||||||||
Derivative liability | $ 644,457 | |||||||||||||||
Unamortized of debt discount | 425,000 | 425,000 | ||||||||||||||
Interest Expense, Debt | $ 44,457 | |||||||||||||||
Amortization of debt discount | 155,000 | 175,000 | ||||||||||||||
Maturity date | Jun. 18, 2022 | |||||||||||||||
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. | |||||||||||||||
Debt discount | $ 600,000 | |||||||||||||||
January 2021 Debenture [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 500,000 | |||||||||||||||
Cash received | $ 500,000 | |||||||||||||||
Beneficial ownership limitation percentage | 9.99% | |||||||||||||||
Derivative liability | $ 709,835 | |||||||||||||||
Unamortized of debt discount | 24,905 | 24,905 | ||||||||||||||
Interest Expense, Debt | $ 209,835 | |||||||||||||||
Amortization of debt discount | 94,404 | 326,253 | ||||||||||||||
Maturity date | Jan. 12, 2022 | |||||||||||||||
Debt conversion amount | 412,480 | |||||||||||||||
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. | |||||||||||||||
Convertible debentures | 87,520 | 87,520 | ||||||||||||||
Debt discount | $ 500,000 | |||||||||||||||
Gain on charged off conversion of debentures | 148,842 | |||||||||||||||
November 2019 Debentures [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Accounts payable | $ 26,235 | 26,235 | ||||||||||||||
Debt conversion amount | $ 26,235 | |||||||||||||||
December 2018 Debentures [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Principal amount | $ 25,000 | |||||||||||||||
Cash received | $ 25,000 |
LICENSE TERMINATION COST (Detai
LICENSE TERMINATION COST (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
License Termination Cost | |
Termination of license agreement, description | the Company issued to Ridgeway 866,667 shares of common stock and 8,000 shares of Series F 0% Convertible Preferred Stock Additionally, we have agreed to pay certain expenses and costs of Ridgeway’s aggregating approximately $25,000 |
Common stock shares issued, value | $ 266,500 |
Preferred stock derivative value | $ 1,677,901 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryover | $ 9,064 | $ 8,838 |
Stock-based compensation | 1,920 | 1,920 |
Accrued compensation | 334 | 334 |
Other | 30 | 30 |
Tax credits | 458 | 458 |
Total deferred tax assets | 11,806 | 11,580 |
Less: valuation allowance | (11,806) | (11,580) |
Net deferred tax assets |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | 7.00% | 7.00% |
Non-deductible items | 24.40% | 2.20% |
Valuation allowance | 3.60% | 25.80% |
Effective income tax rate | 0.00% | 0.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 42,000 | |
Operating Loss Carryforwards, Limitations on Use | $39.9 million | |
Expiration period | expire at various dates through 2037. | |
Research and development tax credits | $ 458 | |
Expiration period for tax credit | expire from 2028 through 2037 | |
Increased in valuation allowance | $ 226 | $ 241 |
Federal income tax rate | 21.00% | 21.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Oct. 12, 2021 | Oct. 05, 2021 | Jan. 12, 2021 | Jun. 10, 2020 | Sep. 17, 2019 | Mar. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||||||||
Debentures converted to common stock | $ 2,568,000 | $ 933,000 | $ 1,310,000 | $ 331,000 | ||||||
Reverse Stock Split | the Company’s Board of Directors approved a one-for-thirty (1-for-30) reverse stock split of the Company’s common stock | the Company’s Board of Directors approved a one-for-twenty five (1-for-25) reverse stock split of the Company’s common stock | ||||||||
Common stock, shares issued | 9,579,879 | 2,478,848 | 12,160 | |||||||
Common stcok, shares outstanding | 9,579,879 | 2,478,848 | 12,160 | |||||||
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 | Company effectuated a reverse split of the Company’s issued and outstanding common stock at an exchange ratio of 1-for-75, effective on that date. | ||||||||
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. | |||||||||
Subsequent Event [Member] | Investors [Member] | Cash [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt securities | $ 500,000 | |||||||||
Subsequent Event [Member] | Claire Thom [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Directors fees waive | $ 204,500 | |||||||||
Directors fees waive description | (i) the payment of $40,000 (of which $20,000 was paid in November 2020 and $20,000 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, a common stock purchase option with a Black Scholes’ value of $40,000, having an exercise price equal to the closing price on the day preceding the announcement, and a term of 10 years. | |||||||||
Board fee | $ 5,000 | |||||||||
Subsequent Event [Member] | Scott Ogilvie [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Directors fees waive | $ 231,167 | |||||||||
Directors fees waive description | (i) the payment of $60,000 (of which $30,000 was paid in November 2020 and $30,000 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, a common stock purchase option with a Black Scholes’ value of $40,000, having an exercise price equal to the closing price on the day preceding the announcement, and a term of 10 years. | |||||||||
Board fee | $ 5,000 | |||||||||
Subsequent Event [Member] | Senior Convertible debentures [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Principal amount | $ 500,000 | |||||||||
Number of common shares issued upon conversion of debentures | 4,248,864 | |||||||||
Debentures converted to common stock | $ 1,964,500 | |||||||||
Subsequent Event [Member] | Convertible Debt [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Description of convertible debentures | The Debenture (i) is non-interest bearing, (ii) has a maturity date of January 12, 2022, (iii) is convertible into shares of common stock (“Common Stock”) of the Company at the election of the Investor at any time, subject to a beneficial ownership limitation of 9.99%, and (iv) has a conversion price equal to the lesser of $24.75 and 85% of the lowest Volume Weighted Average Price (VWAP) during the five (5) Trading Days immediately prior to the conversion date |
SUMMARY OF CRITICAL ACCOUNTIN_8
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||||||
Net income attributable to common shareholders | $ 6,125 | $ 2,106 | $ 2,646 | $ 205 | $ (6,295) | $ (934) |
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) |