Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 26, 2020 | Jun. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | CYTRX CORP | ||
Entity Central Index Key | 0000799698 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 11,800,000 | ||
Entity Common Stock, Shares Outstanding | 33,637,501 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 16,130,410 | $ 21,373,273 |
Receivables | 7,628 | 148,527 |
Prepaid expenses and other current assets | 1,066,497 | 913,162 |
Current assets held for sale | 81,182 | |
Total current assets | 17,204,535 | 22,516,144 |
Equipment and furnishings, net | 42,893 | 44,326 |
Other assets | 7,590 | 40,642 |
Non-current assets held for sale | 324,853 | |
Total assets | 17,255,018 | 22,925,965 |
Current liabilities: | ||
Accounts payable | 887,835 | 1,234,762 |
Accrued expenses and other current liabilities | 1,162,471 | 726,191 |
Current liabilities of discontinued operations | 602,713 | |
Total current liabilities | 2,050,306 | 2,563,666 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.001 par value, 41,666,666 shares authorized; 33,637,501 and 33,637,501 shares issued and outstanding at December 31, 2019 and 2018, respectively | 33,637 | 33,637 |
Additional paid-in capital | 479,197,849 | 477,192,747 |
Accumulated deficit | (464,026,774) | (456,864,085) |
Total stockholders' equity | 15,204,712 | 20,362,299 |
Total liabilities and stockholders' equity | 17,255,018 | 22,925,965 |
Series B Junior Participating Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred Stock, value | ||
Series A Junior Participating Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred Stock, value | ||
Series B Convertible Preferred Shares [Member] | ||
Stockholders' equity: | ||
Preferred Stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 833,333 | 833,333 |
Preferred stock, stated value | $ 1,000 | $ 1,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 41,666,666 | 41,666,666 |
Common stock, shares issued | 33,637,501 | 33,637,501 |
Common stock, shares outstanding | 33,637,501 | 33,637,501 |
Series B Junior Participating Preferred Stock [Member] | ||
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series A Junior Participating Preferred Stock [Member] | ||
Preferred stock, shares authorized | 4,167 | 4,167 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series B Convertible Preferred Shares [Member] | ||
Preferred stock, shares authorized | 650 | 650 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Preferred Stock, conversion value | $ 2.52 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue: | ||
Licensing revenue | $ 250,000 | |
Expenses: | ||
Research and development | 403,006 | 388,841 |
General and administrative | 7,437,809 | 8,079,861 |
Depreciation and amortization | 20,659 | 29,423 |
Total operating expenses | 7,861,474 | 8,498,125 |
Loss before other income (expense) | (7,861,474) | (8,248,125) |
Other income (expense): | ||
Interest income | 351,968 | 355,558 |
Interest expense | (1,715,733) | |
Other income (expense), net | (12,516) | 2,676 |
Gain on warrant liabilities | 527,025 | |
Loss before provision for income taxes | (7,522,022) | (9,078,599) |
Provision for income taxes | (800) | (800) |
Loss from continuing operations | (7,522,822) | (9,079,399) |
Income (loss) from Discontinued operations (Note 3) | 360,133 | (3,634,209) |
Net loss | $ (7,162,689) | $ (12,713,608) |
Basic and diluted earnings (loss) per share | ||
Continuing operations | $ (0.23) | $ (0.29) |
Discontinued operations | 0.01 | (0.12) |
Total basic and diluted loss per share | $ (0.22) | $ (0.41) |
Basic and diluted weighted average shares outstanding | 33,261,938 | 30,947,650 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Series B Preferred Shares [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 28,037 | $ 468,969,445 | $ (450,852,427) | $ 18,145,055 | |
Balance, shares at Dec. 31, 2017 | 28,037,501 | ||||
Cumulative affect of adopting ASC 606 Adoption | 6,701,950 | 6,701,950 | |||
Stock issued in connection with a public offering | $ 5,600,000 | 6,506,551 | 6,512,151 | ||
Stock issued in connection with a public offering, shares | 5,600 | ||||
Issuance of stock options/warrants for compensation and services | 1,716,751 | 1,716,751 | |||
Issuance of stock options/warrants for compensation and services, shares | |||||
Net loss | (12,713,608) | (12,713,608) | |||
Balance at Dec. 31, 2018 | $ 33,637 | 477,192,747 | (456,864,085) | $ 20,362,299 | |
Balance, shares at Dec. 31, 2018 | 33,637,501 | 33,637,501 | |||
Issuance of stock options/warrants for compensation and services | 2,005,102 | $ 2,005,102 | |||
Net loss | (7,162,689) | (7,162,689) | |||
Balance at Dec. 31, 2019 | $ 33,637 | $ 479,197,849 | $ (464,026,774) | $ 15,204,712 | |
Balance, shares at Dec. 31, 2019 | 33,637,501 | 33,637,501 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (7,162,689) | $ (12,713,608) |
Income (loss) from discontinued operations | 360,133 | (3,634,209) |
Loss from continuing operations | (7,522,822) | (9,079,399) |
Adjustments to reconcile loss from continuing operations to net cash used in operating activities: | ||
Depreciation and amortization | 20,659 | 29,423 |
Loss on retirement of equipment and furnishings | 5,432 | |
Fair value adjustment on warrant liabilities | (527,025) | |
Loss on goodwill impairment | 183,780 | |
Amortization of loan cost and discount | 1,157,817 | |
Stock-based compensation expense | 2,007,774 | 1,621,266 |
Changes in assets and liabilities: | ||
Receivable | 140,899 | 7,356,229 |
Prepaid expenses and other current assets | (153,335) | 1,000,915 |
Accounts payable | (346,927) | (2,831,236) |
Other assets | 33,052 | (17,709) |
Accrued expenses and other current liabilities | 436,280 | (7,377,978) |
Net cash used in continuing operations | (5,378,988) | (8,483,917) |
Net cash used in discontinued operations | (339,359) | (2,383,562) |
Net cash used in operating activities | (5,718,347) | (10,867,479) |
Cash flows from investing activities: | ||
Purchases of equipment and furnishings for continuing operations | (24,658) | (11,478) |
Sale of fixed assets held for sale from discontinued operations | 500,142 | |
Net cash provided by (used in) investing activities | 475,484 | (11,478) |
Cash flows from financing activities: | ||
Proceeds from common stock issued in public offering, net of fees | 6,512,151 | |
Term loan principal repayment | (9,986,362) | |
Loan end fee payment | (1,771,250) | |
Net cash used in financing activities | (5,245,461) | |
Net decrease in cash and cash equivalents | (5,242,863) | (16,124,418) |
Cash and cash equivalents at beginning of year | 21,373,273 | 37,497,691 |
Cash and cash equivalents at end of year | 16,130,410 | 21,373,273 |
Supplemental disclosures of non-cash financing/investing activities: | ||
Acquisition of fixed assets included in accounts payable | 17,170 | |
Supplemental disclosure of Cash Flow Information: | ||
Cash paid during the year for income taxes | 800 | 800 |
Cash paid during the year for interest | $ 647,308 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 1. Nature of Business CytRx Corporation (“CytRx”) is a biopharmaceutical research and development company specializing in oncology and rare diseases. The Company’s focus has been on the discovery, research and clinical development of novel anti-cancer drug candidates that employ novel linker technologies to enhance the accumulation and release of cytotoxic anti-cancer agents at the tumor. During 2017, CytRx’s discovery laboratory, located in Freiburg, Germany, synthesized and tested over 75 rationally designed drug conjugates with highly potent payloads, culminating in the creation of two distinct classes of compounds. Four lead candidates (LADR-7 through LADR-10) were selected based on in vitro On June 1, 2018, CytRx launched Centurion BioPharma Corporation (“Centurion”), a private subsidiary, and transferred all of its assets, liabilities and personnel associated with the laboratory operations in Freiburg, Germany. In connection with said transfer, the Company and Centurion entered into a Management Services Agreement whereby the Company agreed to render advisory, consulting, financial and administrative services to Centurion, for which Centurion shall reimburse the Company for the cost of such services plus a 5% service charge. The Management Services Agreement may be terminated by either party at any time. Centurion is focused on the development of personalized medicine for solid tumor treatment. On December 21, 2018, CytRx announced that Centurion had concluded the pre-clinical phase of development for its four LADR drug candidates, and for its albumin companion diagnostic (ACDx™). As a result of completing this work, operations taking place at the pre-clinical laboratory in Freiburg, Germany were no longer needed and, accordingly, the lab was closed at the end of January 2019. LADR Drug Discovery Platform and Centurion Centurion’s LADR™ (Linker Activated Drug Release) technology platform is a discovery engine combining our expertise in linker chemistry and albumin biology to create a pipeline of anti-cancer molecules that will avoid unacceptable systemic toxicity while delivering highly potent agents directly to the tumor. They have created a “toolbox” of linker technologies that have the ability to significantly increase the therapeutic index of ultra-high potency drugs (10-1,000 times more potent than traditional cytotoxins) by controlling the release of the drug payloads and improving drug-like properties. Their efforts were focused on two classes of ultra-high potency albumin-binding drug conjugates. These drug conjugates combine the proprietary LADR™ linkers with novel derivatives of the auristatin and maytansinoid drug classes. These payloads historically have required a targeting antibody for successful administration to humans. Their drug conjugates eliminate the need for a targeting antibody and provide a small molecule therapeutic option with potential broader applicability. Centurion’s postulated mechanism of action for the albumin-binding drug conjugates is as follows: ● after administration, the linker portion of the drug conjugate forms a rapid and specific covalent bond to the cysteine-34 position of circulating albumin; ● circulating albumin preferentially accumulates at the tumors, bypassing concentration in other non-tumor sites, including the heart, liver and gastrointestinal tract due to a mechanism called “Enhanced Permeability and Retention”; ● once localized at the tumor, the acid-sensitive linker is cleaved due to the specific conditions within the tumor and in the tumor microenvironment; and ● free active drug is then released into the tumor. Centurion’s novel companion diagnostic, ACDx™ (albumin companion diagnostic), was developed to identify patients with cancer who are most likely to benefit from treatment with the four LADR lead assets. CytRx and Centurion have been working on identifying partnership opportunities for LADR™ ultra-high potency drug conjugates and its albumin companion diagnostic. However no partnership or any source of financing has become available after two years of effort. Aldoxorubicin Until July 2017, the Company was focused on the research and clinical development of aldoxorubicin, their modified version of the widely-used chemotherapeutic agent, doxorubicin. Aldoxorubicin combines the chemotherapeutic agent doxorubicin with a novel linker-molecule that binds specifically to albumin in the blood to allow for delivery of higher amounts of doxorubicin (3½ to 4 times) without several of the major dose-limiting toxicities seen with administration of doxorubicin alone. On July 27, 2017, the Company entered into an exclusive worldwide license with ImmunityBio, Inc. (formerly known as NantCell, Inc. (“ImmunityBio”)), granting to ImmunityBio the exclusive rights to develop, manufacture and commercialize aldoxorubicin in all indications, and our company is no longer directly working on development of aldoxorubicin. As part of the license, ImmunityBio made a strategic investment of $13 million in CytRx common stock at $6.60 per share (adjusted to reflect our 2017 reverse stock split), a premium of 92% to the market price on that date. The Company also issued ImmunityBio a warrant to purchase up to 500,000 shares of common stock at $6.60, which expired on January 26, 2019. They are entitled to receive up to an aggregate of $343 million in potential milestone payments, contingent upon achievement of certain regulatory approvals and commercial milestones. The Company is also entitled to receive ascending double-digit royalties for net sales for soft tissue sarcomas and mid to high single digit royalties for other indications. Molecular Chaperone Assets In 2011, CytRx sold the rights to arimoclomol and iroxanadine, based on molecular chaperone regulation technology, to Orphazyme A/S (formerly Orphazyme ApS) in exchange for a one-time, upfront payment and the right to receive up to a total of $120 million (USD) in milestone payments upon the achievement of certain pre-specified regulatory and business milestones, as well as royalty payments based on a specified percentage of any net sales of products derived from arimoclomol. Orphazyme A/S is testing arimoclomol in three additional indications beyond ALS, including Niemann-Pick disease Type C (NPC), Gaucher disease and sporadic Inclusion Body Myositis (sIBM). CytRx received a milestone payment of $250,000 in September 2018. Orphazyme has highlighted positive Phase2/3 clinical trial data in patients with NPC and have announced they will be submitting a New Drug Application (NDA) with the U.S. Food and Drug Administration (FDA) and a Marketing Authorization Application (MAA) with the European Medicines Agency (EMA) in the first half and second half of 2020, respectively. Orphazyme has also received FDA Breakthrough Therapy Designation for arimoclomol for NPC. CytRx will be entitled to a milestone payment of $6 million upon FDA approval and $4 million upon EMA approval, along with royalties and potential additional milestones. Current Business Strategy Currently, the Company is working on identifying partnership or financing opportunities for LADR™ ultra-high potency drug conjugates and their albumin companion diagnostic. We have concluded all research and development on LADR and its companion diagnostic and continue to focus on identifying these partnership or financing opportunities. Liquidity At December 31, 2019, we had cash and cash equivalents of approximately $16.1 million Management believes that our current resources will be sufficient to fund our operations for the foreseeable future. This estimate is based, in part, upon our currently projected expenditures for 2020 and the first three months of 2021 of approximately $5.5 million (unaudited) to fund operating activities. These projected expenditures are also based upon numerous other assumptions and subject to many uncertainties, and actual expenditures may be significantly different from these projections. While these projections represent our current expected expenditures, we have the ability to reduce the amounts and alter the timing of research and development expenditures as needed to manage our liquidity needs while still advancing our research and development objectives. We will ultimately be required to obtain additional funding in order to execute our long-term business plans, although we do not currently have commitments from any third parties to provide us with long term debt or capital. We cannot assure that additional funding will be available on favorable terms, or at all. If we fail to obtain additional funding when needed, we may not be able to execute our business plans and our business may suffer, which would have a material adverse effect on our financial position, results of operations and cash flows. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation Revenue Recognition Cash Equivalents Equipment and Furnishings Fair Value Measurements Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. The following table summarizes fair value measurements by level at December 31, 2019 for assets and liabilities measured at fair value on a recurring basis: (In thousands) Level I Level II Level III Total Cash equivalents $ 10,995 $ — $ — $ 10,995 The following table summarizes fair value measurements by level at December 31, 2018 for assets and liabilities measured at fair value on a recurring basis: (In thousands) Level I Level II Level III Total Cash equivalents $ 19,731 $ — $ — $ 19,731 There were no transfers between Levels I, II and III during 2019 or 2018. The Company considers carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-term nature of these financial instruments. Patents and Patent Application Costs Net Income (Loss) Per Common Share Stock-based Compensation Through December 31, 2018, stock options and stock warrants paid in consideration of services rendered by non-employees, the Company recognized compensation expense in accordance with the requirements of ASC 505-50 , Equity , In accordance with the Company’s adoption of Accounting Standards Update 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (see “Recently Adopted Accounting Pronouncements” below), effective January 1, 2019, stock options granted to outside consultants are now accounted for consistent with the accounting for stock-based payments to officers and directors, as described above, by measuring the cost of services received in exchange for equity awards utilizing the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s financial statements over the vesting period of the awards. Research and Development Expenses Clinical Trial Expenses Income Taxes The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expenses. Concentrations of Risks Use of Estimates Recently Adopted Accounting Pronouncements On January 1, 2018 CytRx adopted Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method for contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under the new standard, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The cumulative effect of initially applying ASC 606 was an adjustment to decrease the opening balance of Accumulated Deficit by $6.7 million as of January 1, 2018. The guidance provides for a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of the time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Under the new standard the ImmunityBio Licensing Agreement, which was determined to be a functional license agreement, as the underlying intellectual property had standalone functionality, was recognizable in 2017 when ImmunityBio obtained the right to use the intellectual property. The subsequent Reimbursement Agreement was determined to be a contract modification that introduced variable contra revenue for the Company’s reimbursement obligations. In accordance with ASC 606, management estimated its obligations under the Reimbursement Agreement to be $3.2 million which is recognized as a contract liability at the time of revenue recognition. These costs were previously recognized as research and development expense in 2017 in accordance with prior accounting standards. This contract liability was reduced to $0.3 million as of January 1, 2018 as a result of costs incurred under the Reimbursement Agreement. This amount was further reduced to $50,000 as of December 31, 2018 and $9,000 as of December 31, 2019 and is included within accrued expenses and other current liabilities on the consolidated balance sheet as of December 31, 2019. Additionally, CytRx is eligible to receive tiered high single to low double-digit royalties on product sales. The royalty term is determined on a licensed-product-by-licensed-product and country-by-country basis and begins on the first commercial sale of a licensed product in a country and ends on the expiration of the last to expire of specified patents or regulatory exclusivity covering such licensed product in such country or, with a customary royalty reduction, ten years after the first commercial sale if there is no such exclusivity. These revenues will be recognized when earned. Through December 31, 2018, the Company accounted for stock-based payments to officers and directors by measuring the cost of services received in exchange for equity awards utilizing the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s financial statements over the vesting period of the awards. The Company accounted for stock-based payments to Scientific Advisory Committee members and consultants by determining the value of the stock compensation based upon the measurement date at either (a) the date at which a performance commitment was reached or (b) at the date at which the necessary performance to earn the equity instruments was complete. In accordance with the Company’s adoption of Accounting Standards Update 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (see “Recent Accounting Pronouncements” below), effective January 1, 2019, stock options granted to outside consultants are now accounted for consistent with the accounting for stock-based payments to officers and directors, as described above, by measuring the cost of services received in exchange for equity awards utilizing the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s financial statements over the vesting period of the awards Reclassifications — Certain amounts disclosed in prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no material effect on net income, cash flows or total assets. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 3. Discontinued Operations On December 21, 2018, the Company announced that its pre-clinical lab operations had successfully completed its objectives – namely, it has developed four lead compounds, LADR 7, LADR-8, LADR-9 and LADR 10 along with a companion diagnostic (ACDx). Accordingly, the Company terminated the contracts of all its employees at this location. For financial statement reporting purposes at December 31, 2018, the Company segregated $81,182 of current assets, and $324,853 of analytical equipment as long-term assets held for sale. In addition, the Company segregated $602,713 of liabilities related to these operations. In March 2019, the Company sold its analytical equipment for proceeds of $500,142, and accordingly recognized a gain on sale of $186,691 during the year ended December 31, 2019. In addition, the Company was able to settle $601,403 of liabilities for payments of $447,006 and accordingly, reflected a recovery of $154,397. The results of these discontinued operations are presented separately on the Company’s Consolidated Statement of Operations. Years Ended December 31, 2019 2018 Current assets held for sale $ — $ 81,182 Equipment and furnishings, net $ — $ 313,452 Deposit — 11,401 Non-current assets held for sale $ — $ 324,853 Accounts payable $ — $ 323,736 Accrued expenses and other current liabilities — 278,977 Current liabilities for sale $ — $ 602,713 Research and development (recovery) $ (154,397 ) $ 2,869,037 Loss on impairment of equipment and furnishings 7,100 207,662 Employee stock option expense (recovery) (2,672 ) 95,485 Gain on sale of equipment (186,691 ) — Other income (23,473 ) 2,519 Depreciation expense — 459,506 Loss (gain) from discontinued operations $ (360,133 ) $ 3,634,209 |
Foreign Currency Remeasurement
Foreign Currency Remeasurement | 12 Months Ended |
Dec. 31, 2019 | |
Foreign Currency [Abstract] | |
Foreign Currency Remeasurement | 4. Foreign Currency Remeasurement The U.S. dollar has been determined to be the functional currency for the net assets of the Company’s laboratory in Freiburg, Germany. The transactions are recorded in the local currencies and are remeasured at each reporting date using the historical rates for nonmonetary assets and liabilities and current exchange rates for monetary assets and liabilities at the balance sheet date. Exchange gains and losses from the remeasurement of monetary assets and liabilities are recognized in other income (loss). The Company recognized a loss of approximately $3,400 and $2,500 for the years ended December 31, 2019 and 2018, respectively. |
Equipment and Furnishings
Equipment and Furnishings | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Equipment and Furnishings | 5. Equipment and Furnishings Equipment and furnishings at December 31, 2019 and 2018 consist of the following (in thousands): 2019 2018 Equipment and furnishings $ 115 $ 135 Less — accumulated depreciation (72 ) (91 ) Equipment and furnishings, net $ 43 $ 44 Depreciation and amortization expense for the years ended December 31, 2019 and 2018 were $20,659 and $29,423, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities at December 31, 2019 and 2018 are summarized below (in thousands). 2019 2018 Professional fees $ 165 $ 126 Research and development costs 9 50 Wages, bonuses and employee benefits 268 211 Royalties and milestones 716 316 Other 4 23 Total $ 1,162 $ 726 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 7. Leases The Company determines whether an arrangement is, or contains, a lease at inception. Prior to 2019, the company generally accounted for operating lease payments by charging them to expense as incurred. The Company recognized rent expenses of $276,450 in 2018 in the continuing operations. The Company recognized rent expenses of $136,684 in 2018 in the discontinued operations. Beginning in 2019, operating leases that have commenced are included in other assets, other accrued expenses and other long-term liabilities in the consolidated balance sheet. Classification of operating lease liabilities as either current or noncurrent is based on the expected timing of payments due under the company’s obligations. Because most of the company’s leases do not provide an implicit rate, the company estimates incremental borrowing rates based on the information available at the commencement date in determining the present value of lease payments. The company uses the implicit rate when readily determinable. Lease terms may include the effect of options to extend or terminate the lease when it is reasonably certain that the company will exercise that option. We lease office space related primarily to the administrative activities and at December 31, 2019, the remaining term of these leases are less than 12 months. Leases with lease terms of twelve-months or less are expensed on a straight-line basis over the lease term and are not recorded in the Consolidated Balance Sheets. In addition, we elected the hindsight practical expedient to determine the lease term for existing leases. As of December 31, 2019, balance of the right-of-use assets was approximately $66,000, and balance of the total lease liabilities was approximately $70,000. The remaining term of the leases were less than 12 months and as such, balances of the right-of-use assets and lease liabilities were included in prepaid expenses and other current assets, and accrued expenses and other current liabilities, respectively, on the accompanying consolidated balance sheets. The components of rent expense and supplemental cash flow information related to leases for the year are as follows: Year Ended Lease Cost Operating lease cost (included in General and administrative expenses in the Company’s audited Consolidated Statements of Operations) $ 281,488 Other information Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2019 $ 211,749 Weighted average remaining lease term – operating leases (in years) 0.46 Average discount rate 5.5 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Commitments Aldoxorubicin The agreement relating to our worldwide rights to aldoxorubicin provides for our payment of up to an aggregate of $7.5 million upon meeting specified clinical and regulatory milestones up to and including the product’s second, final marketing approval. We also will be obliged to pay: ● commercially reasonable royalties based on a percentage of net sales (as defined in the agreement); ● a percentage of any non-royalty sub-licensing income (as defined in the agreement); and ● milestones of $1,000,000 for each additional final marketing approval that we might obtain. Arimoclomol The agreement relating to our worldwide rights to arimoclomol provides for our payment of up to an aggregate of $3.65 million upon receipt of milestone payments from Orphayzme A/S. Innovive Under the merger agreement by which we acquired Innovive, we agreed to pay the former Innovive stockholders a total of up to approximately $18.3 million of future earnout merger consideration, subject to our achievement of specified net sales under the Innovive license agreements. The earnout merger consideration, if any, will be payable in shares of our common stock, subject to specified conditions, or, at our election, in cash or by a combination of shares of our common stock and cash. Our common stock will be valued for purposes of any future earnout merger consideration based upon the trading price of our common stock at the time the earnout merger consideration is paid. CytRx’s current contractual obligations that will require future cash payments for the following Employment Agreements as follows (in thousands): Employment 2020 $ 1,441 2021 1,038 2022 1,038 2023 1,038 2024 1,038 Thereafter 3,114 Total $ 8,707 (1) Employment agreements include management contracts which have been revised from time to time. The employment agreement for the Company’s executive officers provide for minimum salaries, which are adjusted annually at the discretion of the Company’s Compensation Committee, and in some cases provide for minimum annual bonuses and employee benefits, as well. New employment agreements for the Company’s other executive officers are usually entered into annually. Contingencies The Company applies the disclosure provisions of ASC 460, Guarantees (“ASC 460”) to its agreements that contain guarantees or indemnities by the Company. The Company provides (i) indemnifications of varying scope and size to certain investors and other parties for certain losses suffered or incurred by the indemnified party in connection with various types of third-party claims; and (ii) indemnifications of varying scope and size to officers and directors against third party claims arising from the services they provide to the Company. The Company evaluates developments in legal proceedings and other matters on a quarterly basis. The Company records accruals for loss contingencies to the extent that the Company concludes that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. In December 2019, a novel strain of coronavirus, COVID-19, was first identified in China and has surfaced in several regions across the world. In March 2020, the disease was declared a pandemic by the World Health Organization. As the situation with Covid-19 continues to evolve, the companies which are working to further develop and commercialize our products, ImmunityBio and Orphazyme, could be materially and adversely affected by the risks, or the public perception of the risks, related to this pandemic. |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity Transactions | 9. Equity Transactions There were no issuance of common stock or preferred stock in 2019. On May 15, 2018, the Company issued 5.6 million of its common stock in a public offering and the Company received net proceeds of $6.5 million. |
Stock Options and Equity-Classi
Stock Options and Equity-Classified Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options and Equity-Classified Warrants | 10. Stock Options and Equity-Classified Warrants Stock Options The Company has a 2000 Long-Term Incentive Plan under which 233,334 shares of common stock were originally reserved for issuance. As of December 31, 2019, there were 5,091 shares subject to outstanding stock options. This plan expired on August 6, 2010, and thus no further shares are available for future grant under this plan. The Company also has a 2008 Stock Incentive Plan under which 5 million shares of common stock are reserved for issuance. As of December 31, 2019, there were approximately 2.3 million shares subject to outstanding stock options and approximately 0.8 million shares outstanding related to restricted stock grants issued from the 2008 Plan. This plan expired on November 20, 2018 and thus no further shares are available for future grant under this plan. In 2019, the Company adopted a 2019 Stock Incentive Plan under which 5.4 million shares of common stock are reserved for issuance. As of December 31, 2019, there were 5.4 million shares subject to outstanding stock options. This Plan expires on November 14, 2029. The Company follows the provisions of ASC 718, Compensation-Stock Compensation, The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model, based on the following assumptions: 2019 2018 Risk-free interest rate 1.82 % 2.42 % Expected volatility 85 % 92 % Expected lives (years) 10 6 Expected dividend yield 0.00 % 0.00 % The Company’s computation of expected volatility is based on the historical daily volatility of its publicly traded stock. For option grants issued during years ended December 31, 2019 and 2018, the Company used a calculated volatility for each grant. The Company lacks adequate information about the exercise behavior at this time and has determined the expected term assumption under the simplified method provided for under ASC 718, which averages the contractual term of the Company’s options of ten years with the average vesting term of three years for an average of six years. In 2018, the Company used the average term of six years. In 2019, since all of the issued options immediately vested, the Company used the full term of ten years. The dividend yield assumption of zero is based upon the fact the Company has never paid cash dividends and presently has no intention of paying cash dividends. The risk-free interest rate used for each grant is equal to the U.S. Treasury rates in effect at the time of the grant for instruments with a similar expected life. The Company accounts for forfeitures as they occur. No amounts relating to stock-based compensation have been capitalized. No amounts relating to employee stock-based compensation have been capitalized. At December 31, 2019, there remained approximately $0.1 million of unrecognized compensation expense related to unvested stock options granted to current employees and directors, to be recognized as expense over a weighted-average period of 0.57 years. Presented below is the Company’s stock option activity for employees and directors: Stock Options Weighted Average 2019 2018 2019 2018 Outstanding — beginning of year 2,190,826 2,492,179 $ 11.55 $ 11.35 Granted 5,150,000 1,667 0.26 1.89 Exercised — — — — Forfeited (186,512 ) (275,085 ) 9.49 7.64 Expired (27,974 ) (27,935 ) 43.30 31.87 Outstanding — end of year 7,126,340 2,190,826 3.32 11.55 Exercisable at end of year 7,034,242 1,887,387 $ 3.34 $ 13.08 Weighted average fair value of stock options granted during the year: $ 0.22 $ 1.43 Through December 31, 2018, stock options paid in consideration of services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of ASC 505-50. Non-employee option grants that do not vest immediately upon grant are recorded as an expense over the vesting period. At the end of each financial reporting period prior to performance, the value of these options, as calculated using the Black-Scholes option pricing model, is determined, and compensation expense recognized or recovered during the period is adjusted accordingly. Since the fair market value of options granted to non-employees is subject to change in the future, the amount of the future compensation expense is subject to adjustment until the common stock options are fully vested. The Company recorded $54,500 in expenses related to the issuance of stock options to certain consultants in exchange for services during 2019 and $0 for 2018. At December 31, 2019, there was no unrecognized compensation expense related to unvested non-employee stock options. Presented below is the Company’s non-employee stock option activity: Stock Options Weighted Average 2019 2018 2019 2018 Outstanding — beginning of year 365,000 373,333 $ 5.49 $ 5.70 Granted 250,000 — 0.26 — Exercised — — — — Expired/Forfeited — (8,333 ) 0 14.70 Outstanding — end of year 615,000 365,000 3.36 5.49 Exercisable at end of year 615,000 365,000 $ 3.36 $ 5.49 Weighted average fair value of stock options granted during the year: $ 0.22 $ — The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model, based on the following assumptions: 2019 2018 Risk-free interest rate 1.82% — Expected volatility 85% — Expected lives (years) 10 — Expected dividend yield — — The following table summarizes significant ranges of outstanding stock options under the three plans at December 31, 2019: Range of Exercise Prices Number of Options Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Options Exercisable Weighted Average Contractual Life Weighted Average Exercise Price $ 0.26 — 1.00 5,400,000 9.96 $ 0.26 5,400,000 9.96 $ 0.26 $ 1.01 — 3.00 1,050,664 7.61 2.04 958,564 7.57 2.07 $ 3.01 — 15.00 852,362 4.97 12.56 852,362 4.97 12.56 $ 15.01 — 48.30 438,314 3.91 26.19 438,314 3.91 26.19 7,741,340 8.75 $ 3.32 7,649,242 8.76 $ 3.34 There was no aggregate intrinsic value to the outstanding options, options vested, and options exercised during 2019. The following table sets forth the total stock-based compensation expense resulting from stock options included in the Company’s Statements of Operations: Years Ended December 31, 2019 2018 Research and development – employee $ (2,672 ) $ 95,485 General and administrative – employee 1,409,158 989,154 Total employee stock-based compensation $ 1,406,486 $ 1,084,639 General and administrative – non-employee $ 54,500 — Total non-employee stock-based compensation $ 54,500 $ — Restricted Stock In December 2017, the Company granted to Steven Kriegsman, Chief Executive Officer, 387,597 shares of restricted common stock, pursuant to the 2008 Plan. This restricted stock vests in equal annual instalments over three years. The fair value of the restricted stock is based on the market price of the Company’s shares on the grant date less the par value received as consideration. The fair value of the restricted stock on the grant date was $679,000. In December 2016, the Company granted to Steven Kriegsman, Chief Executive Officer, 387,597 shares of restricted common stock, pursuant to the 2008 Plan. This restricted stock vests in equal annual instalments over three years. The Company recorded an employee stock-based compensation expense for restricted stock of approximately $544,000 and $559,000 for the years ended December 31, 2019 and 2018, respectively. No restricted stock was granted in 2019 nor 2018. Equity-Classified Warrants A summary of the Company’s warrant activity and related information for the years ended December 31 are shown below. Warrants Weighted Average 2019 2018 2019 2018 Outstanding — beginning of year 693,916 3,980,781 $ 7.16 $ 4.92 Granted — — — — Exercised — — — — Forfeited — — — — Expired (500,000 ) (3,287,585 ) 6.60 3.65 Outstanding — end of year 193,916 693,916 8.60 7.16 Exercisable at end of year 193,916 693,916 $ 8.60 $ 7.16 Weighted average fair value of warrants granted during the year: $ — $ — The following table summarizes additional information concerning warrants outstanding and exercisable at December 31, 2019: Warrants Outstanding Range of Exercise Prices Number of Shares Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Warrants Exercisable Weighted Average Contractual Life Weighted Average Exercise Price $ 4.62 — 4.62 84,554 1.10 $ 4.62 84,554 1.10 $ 4.62 $ 10.44 —10.44 83,335 1.11 10.44 83,335 1.11 10.44 $ 12.30 — 12.30 21,140 1.10 12.30 21,140 1.10 12.30 $ 33.60 — 33.60 4,167 4.21 33.60 4,167 4.21 33.60 193,196 1.17 $ 8.60 193,916 1.17 $ 8.60 |
Stockholder Protection Rights P
Stockholder Protection Rights Plan | 12 Months Ended |
Dec. 31, 2019 | |
Stockholder Protection Rights Plan [Abstract] | |
Stockholder Protection Rights Plan | 11. Stockholder Protection Rights Plan On December 13, 2019, the Board of Directors of the Company adopted a stockholder rights plan, and authorized and declared a dividend to stockholders of record at the close of business on December 23, 2019 of one preferred share purchase right (a “ Right Common Stock Preferred Stock Rights Agreement Rights will attach to all common stock certificates representing shares outstanding and no separate Rights certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and become exercisable following the earlier of (i) the tenth (10th) business day after a public announcement that either discloses that a person or a group of related persons has acquired beneficial ownership of fifteen percent (15%) or more of the Common Stock other than as a result of repurchases of Common Stock by the Company or certain inadvertent acquisitions (an “ Acquiring Person The Rights will be redeemable at the Board’s sole discretion for $0.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board) at any time ending on the earlier of (i) the tenth (10th) business day (or such later date as may be determined by the Board) after the public announcement that a person has acquired beneficial ownership of fifteen percent (15%) or more of the Common Stock and (ii) the final expiration date of the Rights Agreement. Until such time as the Rights are no longer redeemable by the Company, the Rights are not exercisable. Immediately upon the action of the Board ordering redemption, the Rights will terminate and the only right of the holders of the Rights will be to receive the $0.001 redemption price. The redemption price will be adjusted if the Company undertakes a stock dividend, a stock split or similar transaction At any time after the date on which a person beneficially owns fifteen percent (15%) or more of the Common Stock and prior to the acquisition by the person of fifty percent (50%) or more of the Common Stock, the Board may exchange the Rights (other than Rights owned by the Acquiring Person or any Related Person, which would have become void), in whole or in part, for Common Stock at an exchange ratio (subject to adjustment) of one share of Common Stock per Right (or, if insufficient shares are available, the Company may issue preferred stock, cash, debt or equity securities, property or a combination thereof in exchange for the Rights). The Rights will expire at or prior to the earlier of (i) December 13, 2029, or (ii) the redemption or exchange of the Rights as described above. In the event that, at any time after a person or group becomes an “Acquiring Person,” (i) the Company is acquired in a merger or other business combination with another company and the Company is not the surviving corporation, (ii) another company consolidates or merges with the Company and all or part of the Common Stock is converted or exchanged for other securities, cash, or property, or (iii) 50% or more of the consolidated assets or earning power of the Company and its subsidiaries is sold or transferred to another company, then each holder of a Right (except Rights that previously have been voided) shall thereafter have the right to receive, upon exercise, Common Stock or other equity interest of the ultimate parent of such other company having a value equal to two times the exercise price of the Right. The terms of the Rights and the Rights Agreement may be amended by action of the Board in any respect without the consent of the holders of the Rights on or prior to the time a person becomes an Acquiring Person. Thereafter, the terms of the Rights and the Rights Agreement may not be supplemented or amended in any manner that would adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. Commensurate with the adoption of the new Series B Junior Participating Preferred Stock, the Series A Junior Participating Preferred Stock was eliminated. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes At December 31, 2019, the Company had federal and state net operating loss carryforwards of $321.8 million and $246.7 million, respectively, available to offset against future taxable income, which expire in 2024 through 2037. The federal operating losses from 2018 and 2019 of $5.7 million and $5.5 million, respectively, carry forward indefinitely. As a result of a change in-control that occurred in the CytRx shareholder base, approximately $72.7 million in federal net operating loss carryforwards became substantially limited in their annual availability. Management currently believes that the remaining $249.1 million in federal net operating loss carryforwards, and the $235.6 million in state net operating loss carryforwards, are unrestricted. As of December 31, 2019, CytRx also had research and development tax credits for federal and state purposes of approximately $16.0 million and $22.0 million, respectively, available for offset against future income taxes, which expire in 2022 through 2036. Based on an assessment of all available evidence including, but not limited to, the Company’s limited operating history in its core business and lack of profitability, uncertainties of the commercial viability of its technology, the impact of government regulation and healthcare reform initiatives, and other risks normally associated with biotechnology companies, the Company has concluded that it is more likely than not that these net operating loss carryforwards and credits will not be realized and, as a result, a 100% deferred tax valuation allowance has been recorded against these assets. Deferred income taxes reflect the net effect of temporary differences between the financial reporting carrying amounts of assets and liabilities and income tax carrying amounts of assets and liabilities. The components of the Company’s deferred tax assets and liabilities, all of which are long-term, are as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 63,002 $ 69,619 Tax credit carryforwards 37,901 33,348 Equipment, furnishings and other 4,178 4,523 Total deferred tax assets 105,081 107,490 Deferred tax liabilities — — Net deferred tax assets 105,081 107,490 Valuation allowance (105,081 ) (107,490 ) $ — $ — For all years presented, the Company did not recognize any deferred tax assets or liabilities. The net change in valuation allowance for the years ended December 31, 2019 and 2018 was $2.4 million and $2.4 million, respectively. The provision for income taxes differs from the provision computed by applying the Federal statutory rate to net loss before income taxes as follows (in thousands): Years ended December 31, 2019 2018 Federal benefit at statutory rate $ (1,504 ) $ (1,907 ) State income taxes, net of Federal taxes (500 ) (657 ) State credits 2 (112 ) Warrant liabilities — (111 ) Other permanent differences 45 12 Provision related to change in valuation allowance 2,409 (1,415 ) Federal rate adjustment — — NQ Options — — Current year tax credit — — NOL Adjustments — — Termination/Cancellation of Equity Compensation Awards — 695 Return to provision (452 ) 664 Other, net — 2 $ — $ 1 There have been no changes to the Company’s liability for unrecognized tax benefits during the year ended December 31, 2019. The Company files income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. As of the year ended December 31, 2019, the tax returns for 2016 through 2019 remain open to examination by the Internal Revenue Service and for 2015 to 2019 for various state tax authorities. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of the date of adoption of ASC 740 and the years ended December 31, 2019 and 2018, the Company had accrued no interest or penalties related to uncertain tax positions. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent events In January 2020, the Company signed a new four-year lease which covers approximately 2,771 square feet of office and storage space. This lease is effective March 1, 2020 and extends through February 29, 2024, with a right to extend the term for an additional five-year period, subject to the terms and conditions set forth in the lease agreement. The monthly rent will be $13,855, subject to annual increases of 3.5 percent. The Company also leases additional storage space of approximately 540 square feet. This lease expires in February 2020, and requires us to make monthly payments of $1,294, subject to annual increases. In February 2020, the Company renewed this lease, which requires us to make monthly payments of $1,370, subject to a 2.5 percent annual increase. The Company will record a right of use asset and lease liability obligation of $735,306 upon inception of these leases. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation |
Revenue Recognition | Revenue Recognition |
Cash Equivalents | Cash Equivalents |
Equipment and Furnishings | Equipment and Furnishings |
Fair Value Measurements | Fair Value Measurements Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. The following table summarizes fair value measurements by level at December 31, 2019 for assets and liabilities measured at fair value on a recurring basis: (In thousands) Level I Level II Level III Total Cash equivalents $ 10,995 $ — $ — $ 10,995 The following table summarizes fair value measurements by level at December 31, 2018 for assets and liabilities measured at fair value on a recurring basis: (In thousands) Level I Level II Level III Total Cash equivalents $ 19,731 $ — $ — $ 19,731 There were no transfers between Levels I, II and III during 2019 or 2018. The Company considers carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-term nature of these financial instruments. |
Patents and Patent Application Costs | Patents and Patent Application Costs |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share |
Stock-based Compensation | Stock-based Compensation Through December 31, 2018, stock options and stock warrants paid in consideration of services rendered by non-employees, the Company recognized compensation expense in accordance with the requirements of ASC 505-50 , Equity , In accordance with the Company’s adoption of Accounting Standards Update 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (see “Recently Adopted Accounting Pronouncements” below), effective January 1, 2019, stock options granted to outside consultants are now accounted for consistent with the accounting for stock-based payments to officers and directors, as described above, by measuring the cost of services received in exchange for equity awards utilizing the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s financial statements over the vesting period of the awards. |
Research and Development Expenses | Research and Development Expenses |
Clinical Trial Expenses | Clinical Trial Expenses |
Income Taxes | Income Taxes The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expenses. |
Concentrations of Risks | Concentrations of Risks |
Use of Estimates | Use of Estimates |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements On January 1, 2018 CytRx adopted Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method for contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under the new standard, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The cumulative effect of initially applying ASC 606 was an adjustment to decrease the opening balance of Accumulated Deficit by $6.7 million as of January 1, 2018. The guidance provides for a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of the time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Under the new standard the ImmunityBio Licensing Agreement, which was determined to be a functional license agreement, as the underlying intellectual property had standalone functionality, was recognizable in 2017 when ImmunityBio obtained the right to use the intellectual property. The subsequent Reimbursement Agreement was determined to be a contract modification that introduced variable contra revenue for the Company’s reimbursement obligations. In accordance with ASC 606, management estimated its obligations under the Reimbursement Agreement to be $3.2 million which is recognized as a contract liability at the time of revenue recognition. These costs were previously recognized as research and development expense in 2017 in accordance with prior accounting standards. This contract liability was reduced to $0.3 million as of January 1, 2018 as a result of costs incurred under the Reimbursement Agreement. This amount was further reduced to $50,000 as of December 31, 2018 and $9,000 as of December 31, 2019 and is included within accrued expenses and other current liabilities on the consolidated balance sheet as of December 31, 2019. Additionally, CytRx is eligible to receive tiered high single to low double-digit royalties on product sales. The royalty term is determined on a licensed-product-by-licensed-product and country-by-country basis and begins on the first commercial sale of a licensed product in a country and ends on the expiration of the last to expire of specified patents or regulatory exclusivity covering such licensed product in such country or, with a customary royalty reduction, ten years after the first commercial sale if there is no such exclusivity. These revenues will be recognized when earned. Through December 31, 2018, the Company accounted for stock-based payments to officers and directors by measuring the cost of services received in exchange for equity awards utilizing the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s financial statements over the vesting period of the awards. The Company accounted for stock-based payments to Scientific Advisory Committee members and consultants by determining the value of the stock compensation based upon the measurement date at either (a) the date at which a performance commitment was reached or (b) at the date at which the necessary performance to earn the equity instruments was complete. In accordance with the Company’s adoption of Accounting Standards Update 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (see “Recent Accounting Pronouncements” below), effective January 1, 2019, stock options granted to outside consultants are now accounted for consistent with the accounting for stock-based payments to officers and directors, as described above, by measuring the cost of services received in exchange for equity awards utilizing the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s financial statements over the vesting period of the awards Certain prior period amounts have been reclassified to conform to the current period presentation. |
Reclassifications | Reclassifications — Certain amounts disclosed in prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no material effect on net income, cash flows or total assets. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value Measurements by Level for Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table summarizes fair value measurements by level at December 31, 2019 for assets and liabilities measured at fair value on a recurring basis: (In thousands) Level I Level II Level III Total Cash equivalents $ 10,995 $ — $ — $ 10,995 The following table summarizes fair value measurements by level at December 31, 2018 for assets and liabilities measured at fair value on a recurring basis: (In thousands) Level I Level II Level III Total Cash equivalents $ 19,731 $ — $ — $ 19,731 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The results of these discontinued operations are presented separately on the Company’s Consolidated Statement of Operations. Years Ended December 31, 2019 2018 Current assets held for sale $ — $ 81,182 Equipment and furnishings, net $ — $ 313,452 Deposit — 11,401 Non-current assets held for sale $ — $ 324,853 Accounts payable $ — $ 323,736 Accrued expenses and other current liabilities — 278,977 Current liabilities for sale $ — $ 602,713 Research and development (recovery) $ (154,397 ) $ 2,869,037 Loss on impairment of equipment and furnishings 7,100 207,662 Employee stock option expense (recovery) (2,672 ) 95,485 Gain on sale of equipment (186,691 ) — Other income (23,473 ) 2,519 Depreciation expense — 459,506 Loss (gain) from discontinued operations $ (360,133 ) $ 3,634,209 |
Equipment and Furnishings (Tabl
Equipment and Furnishings (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Equipment and Furnishings | Equipment and furnishings at December 31, 2019 and 2018 consist of the following (in thousands): 2019 2018 Equipment and furnishings $ 115 $ 135 Less — accumulated depreciation (72 ) (91 ) Equipment and furnishings, net $ 43 $ 44 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities at December 31, 2019 and 2018 are summarized below (in thousands). 2019 2018 Professional fees $ 165 $ 126 Research and development costs 9 50 Wages, bonuses and employee benefits 268 211 Royalties and milestones 716 316 Other 4 23 Total $ 1,162 $ 726 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Rent Expense and Supplemental Cash Flow Information Related to Leases | The components of rent expense and supplemental cash flow information related to leases for the year are as follows: Year Ended Lease Cost Operating lease cost (included in General and administrative expenses in the Company’s audited Consolidated Statements of Operations) $ 281,488 Other information Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2019 $ 211,749 Weighted average remaining lease term – operating leases (in years) 0.46 Average discount rate 5.5 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Current Contractual Obligations | CytRx’s current contractual obligations that will require future cash payments for the following Employment Agreements as follows (in thousands): Employment 2020 $ 1,441 2021 1,038 2022 1,038 2023 1,038 2024 1,038 Thereafter 3,114 Total $ 8,707 (1) Employment agreements include management contracts which have been revised from time to time. The employment agreement for the Company’s executive officers provide for minimum salaries, which are adjusted annually at the discretion of the Company’s Compensation Committee, and in some cases provide for minimum annual bonuses and employee benefits, as well. New employment agreements for the Company’s other executive officers are usually entered into annually. |
Stock Options and Equity-Clas_2
Stock Options and Equity-Classified Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Share-based Payment Award, Fair Value of the Stock Options Granted, Assumptions | The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model, based on the following assumptions: 2019 2018 Risk-free interest rate 1.82 % 2.42 % Expected volatility 85 % 92 % Expected lives (years) 10 6 Expected dividend yield 0.00 % 0.00 % |
Schedule of Ranges of Stock Options | The following table summarizes significant ranges of outstanding stock options under the three plans at December 31, 2019: Range of Exercise Prices Number of Options Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Options Exercisable Weighted Average Contractual Life Weighted Average Exercise Price $ 0.26 — 1.00 5,400,000 9.96 $ 0.26 5,400,000 9.96 $ 0.26 $ 1.01 — 3.00 1,050,664 7.61 2.04 958,564 7.57 2.07 $ 3.01 — 15.00 852,362 4.97 12.56 852,362 4.97 12.56 $ 15.01 — 48.30 438,314 3.91 26.19 438,314 3.91 26.19 7,741,340 8.75 $ 3.32 7,649,242 8.76 $ 3.34 |
Schedule of Total Stock-based Compensation Expense from Stock Options | The following table sets forth the total stock-based compensation expense resulting from stock options included in the Company’s Statements of Operations: Years Ended December 31, 2019 2018 Research and development – employee $ (2,672 ) $ 95,485 General and administrative – employee 1,409,158 989,154 Total employee stock-based compensation $ 1,406,486 $ 1,084,639 General and administrative – non-employee $ 54,500 — Total non-employee stock-based compensation $ 54,500 $ — |
Schedule of Warrants Activity and Related Information | A summary of the Company’s warrant activity and related information for the years ended December 31 are shown below. Warrants Weighted Average 2019 2018 2019 2018 Outstanding — beginning of year 693,916 3,980,781 $ 7.16 $ 4.92 Granted — — — — Exercised — — — — Forfeited — — — — Expired (500,000 ) (3,287,585 ) 6.60 3.65 Outstanding — end of year 193,916 693,916 8.60 7.16 Exercisable at end of year 193,916 693,916 $ 8.60 $ 7.16 Weighted average fair value of warrants granted during the year: $ — $ — |
Warrants [Member] | |
Schedule of Ranges of Warrants | The following table summarizes additional information concerning warrants outstanding and exercisable at December 31, 2019: Warrants Outstanding Range of Exercise Prices Number of Shares Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Warrants Exercisable Weighted Average Contractual Life Weighted Average Exercise Price $ 4.62 — 4.62 84,554 1.10 $ 4.62 84,554 1.10 $ 4.62 $ 10.44 —10.44 83,335 1.11 10.44 83,335 1.11 10.44 $ 12.30 — 12.30 21,140 1.10 12.30 21,140 1.10 12.30 $ 33.60 — 33.60 4,167 4.21 33.60 4,167 4.21 33.60 193,196 1.17 $ 8.60 193,916 1.17 $ 8.60 |
Employees and Directors [Member] | |
Schedule of Share-based Compensation, Stock Options, Activity | Stock Options Weighted Average 2019 2018 2019 2018 Outstanding — beginning of year 2,190,826 2,492,179 $ 11.55 $ 11.35 Granted 5,150,000 1,667 0.26 1.89 Exercised — — — — Forfeited (186,512 ) (275,085 ) 9.49 7.64 Expired (27,974 ) (27,935 ) 43.30 31.87 Outstanding — end of year 7,126,340 2,190,826 3.32 11.55 Exercisable at end of year 7,034,242 1,887,387 $ 3.34 $ 13.08 Weighted average fair value of stock options granted during the year: $ 0.22 $ 1.43 |
Non Employee [Member] | |
Schedule of Share-based Payment Award, Fair Value of the Stock Options Granted, Assumptions | The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model, based on the following assumptions: 2019 2018 Risk-free interest rate 1.82% — Expected volatility 85% — Expected lives (years) 10 — Expected dividend yield — — |
Schedule of Share-based Compensation, Stock Options, Activity | At December 31, 2019, there was no unrecognized compensation expense related to unvested non-employee stock options. Presented below is the Company’s non-employee stock option activity: Stock Options Weighted Average 2019 2018 2019 2018 Outstanding — beginning of year 365,000 373,333 $ 5.49 $ 5.70 Granted 250,000 — 0.26 — Exercised — — — — Expired/Forfeited — (8,333 ) 0 14.70 Outstanding — end of year 615,000 365,000 3.36 5.49 Exercisable at end of year 615,000 365,000 $ 3.36 $ 5.49 Weighted average fair value of stock options granted during the year: $ 0.22 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax assets and liabilities, all of which are long-term, are as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 63,002 $ 69,619 Tax credit carryforwards 37,901 33,348 Equipment, furnishings and other 4,178 4,523 Total deferred tax assets 105,081 107,490 Deferred tax liabilities — — Net deferred tax assets 105,081 107,490 Valuation allowance (105,081 ) (107,490 ) $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes differs from the provision computed by applying the Federal statutory rate to net loss before income taxes as follows (in thousands): Years ended December 31, 2019 2018 Federal benefit at statutory rate $ (1,504 ) $ (1,907 ) State income taxes, net of Federal taxes (500 ) (657 ) State credits 2 (112 ) Warrant liabilities — (111 ) Other permanent differences 45 12 Provision related to change in valuation allowance 2,409 (1,415 ) Federal rate adjustment — — NQ Options — — Current year tax credit — — NOL Adjustments — — Termination/Cancellation of Equity Compensation Awards — 695 Return to provision (452 ) 664 Other, net — 2 $ — $ 1 |
Nature of Business (Details Nar
Nature of Business (Details Narrative) - USD ($) | Jul. 27, 2017 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2011 | Dec. 31, 2018 | Jun. 01, 2018 |
Percentage of service charge | 5.00% | |||||
Cash investment | $ 13,000,000 | |||||
Investment in common stock per share | $ 6.60 | |||||
Common stock market price premium percentage | 92.00% | |||||
Number of warrants issued to purchase shares of common stock | 500,000 | |||||
Warrants exercise price per share | $ 6.60 | |||||
Warrant expiration | Jan. 26, 2019 | |||||
Fee contingent payments entitled to be received under license agreement | $ 343,000,000 | $ 250,000 | ||||
Cash and cash equivalents | $ 16,130,410 | $ 21,373,273 | ||||
2020 and First Quarter of 2021 [Member] | ||||||
Currently projected expenditures | 5,500,000 | |||||
FDA [Member] | ||||||
Payments for milestone | 6,000,000 | |||||
EMA [Member] | ||||||
Payments for milestone | $ 4,000,000 | |||||
Orphazyme A/S [Member] | ||||||
Fee contingent payments entitled to be received under license agreement | $ 120,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 02, 2019 | Jan. 02, 2018 | |
Impairment loss of assets | $ 0 | $ 200,000 | ||
Potentially dilutive shares excluded from computation of diluted net income (loss) | 7,900,000 | 3,200,000 | ||
Prepaid Expenses and Other Current Assets [Member] | ||||
Lease liabilities | $ 70,000 | |||
ROU assets | 66,000 | |||
Accounting Standards Update 2016-02 [Member] | ||||
Lease liabilities | $ 310,000 | |||
ROU assets | $ 290,000 | |||
Accounting Standards Update 2014-09 [Member] | ||||
Cumulative effect adjustment | $ 6,700,000 | |||
Accounting Standards Update 2014-09 [Member] | Reimbursement Agreement [Member] | ||||
Accrued expenses | 9,000 | |||
Contract with customer, liability, revenue recognized | 3,200,000 | |||
Reduction in contract liability | $ 50,000 | $ 300,000 | ||
Other current liabilities | $ 9,000 | |||
Minimum [Member] | ||||
Useful life of assets | 3 years | |||
Maximum [Member] | ||||
Useful life of assets | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Fair Value Measurements by Level for Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Cash equivalents | $ 10,995 | $ 19,731 |
Level 1 [Member] | Recurring [Member] | ||
Cash equivalents | 10,995 | 19,731 |
Level 2 [Member] | Recurring [Member] | ||
Cash equivalents | ||
Level 3 [Member] | Recurring [Member] | ||
Cash equivalents |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Current assets | $ 81,182 | ||
Long-term assets held for sale | 324,853 | ||
Current liabilities for sale | $ 602,713 | ||
Analytical Equipment [Member] | |||
Proceeds from sale of analytical equipment | $ 500,142 | ||
Gain on sale of equipment | 186,691 | ||
Settlement of liabilities | 601,403 | ||
Payments for liabilities | 447,006 | ||
Recovery of research and development | $ 154,397 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets held for sale | $ 81,182 | |
Non-current assets held for sale | 324,853 | |
Current liabilities for sale | 602,713 | |
Loss (gain) from discontinued operations | (360,133) | 3,634,209 |
Discontinued Operations [Member] | ||
Current assets held for sale | 81,182 | |
Equipment and furnishings, net | 313,452 | |
Deposit | 11,401 | |
Non-current assets held for sale | 324,853 | |
Accounts payable | 323,736 | |
Accrued expenses and other current liabilities | 278,977 | |
Current liabilities for sale | 602,713 | |
Research and development (recovery) | (154,397) | 2,869,037 |
Loss on impairment of equipment and furnishings | 7,100 | 207,662 |
Employee stock option expense (recovery) | (2,672) | 95,485 |
Gain on sale of equipment | (186,691) | |
Other income | (23,473) | 2,519 |
Depreciation expense | 459,506 | |
Loss (gain) from discontinued operations | $ (360,133) | $ 3,634,209 |
Foreign Currency Remeasurement
Foreign Currency Remeasurement (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Foreign Currency [Abstract] | ||
Foreign currency transaction loss, recognized | $ 3,400 | $ 2,500 |
Equipment and Furnishings (Deta
Equipment and Furnishings (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 20,659 | $ 29,423 |
Equipment and Furnishings - Sch
Equipment and Furnishings - Schedule of Equipment and Furnishings (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Equipment and furnishings | $ 115,000 | $ 135,000 |
Less - accumulated depreciation | (72,000) | (91,000) |
Equipment and furnishings, net | $ 42,893 | $ 44,326 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Professional fees | $ 165,000 | $ 126,000 |
Research and development costs | 9,000 | 50,000 |
Wages, bonuses and employee benefits | 268,000 | 211,000 |
Royalties and milestones | 716,000 | 316,000 |
Other | 4,000 | 23,000 |
Total | $ 1,162,471 | $ 726,191 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | |
Rent expenses in continuing operations | $ 276,450 | |
Rent expenses in discontinuing operations | $ 136,684 | |
Prepaid Expenses and Other Current Assets [Member] | ||
Right-of-use assets | $ 66,000 | |
Lease liabilities | $ 70,000 | |
Maximum [Member] | ||
Operating lease, term of contract | 12 months |
Leases - Schedule of Rent Expen
Leases - Schedule of Rent Expense and Supplemental Cash Flow Information Related to Leases (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost (included in General and administrative expenses in the Company's audited Consolidated Statements of Operations) | $ 281,488 |
Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2019 | $ 211,749 |
Weighted average remaining lease term - operating leases (in years) | 5 months 16 days |
Average discount rate | 5.50% |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Issuance of common stock value | $ 33,637 | $ 33,637 |
Aldoxorubicin [Member] | ||
Amount of milestone payment payable | 7,500,000 | |
Potential future milestone payments on each additional final marketing approval | 1,000,000 | |
Arimoclomol [Member] | ||
Amount of milestone payment payable | 36,500,000 | |
Innovivel [Member] | ||
Issuance of common stock value | $ 18,300,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Current Contractual Obligations (Details) - Employment Agreements [Member] | Dec. 31, 2019USD ($) | [1] |
2020 | $ 1,441 | |
2021 | 1,038 | |
2022 | 1,038 | |
2023 | 1,038 | |
2024 | 1,038 | |
Thereafter | 3,114 | |
Total | $ 8,707 | |
[1] | Employment agreements include management contracts which have been revised from time to time. The employment agreement for the Company's executive officers provide for minimum salaries, which are adjusted annually at the discretion of the Company's Compensation Committee, and in some cases provide for minimum annual bonuses and employee benefits, as well. New employment agreements for the Company's other executive officers are usually entered into annually. |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) - USD ($) | May 15, 2018 | Dec. 31, 2018 |
Equity [Abstract] | ||
Common stock shares issued, shares | 5,600,000 | |
Common stock shares issued | $ 6,500,000 | $ 6,512,151 |
Stock Options and Equity-Clas_3
Stock Options and Equity-Classified Warrants (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current Employees [Member] | ||||
Unrecognized compensation expense related to unvested stock options, granted | $ 100,000 | |||
Unrecognized compensation cost, recognized as expense over a weighted-average period | 6 months 25 days | |||
Consultants [Member] | ||||
Stock option issuance expense | $ 54,500 | $ 0 | ||
Restricted Stock [Member] | ||||
Employee stock-based compensation expense | $ 544,000 | $ 559,000 | ||
Restricted Stock [Member] | Steven Kriegsman [Member] | ||||
Number of restricted shares granted | 387,597 | 387,597 | ||
Vested period | 3 years | 3 years | ||
2000 Long Term Incentive Plan [Member] | ||||
Number of common stock reserved for future issuance | 233,334 | |||
Share-based compensation, shares subject to stock options | 5,091 | |||
Expiration date | Aug. 6, 2010 | |||
2008 Stock Incentive Plan [Member] | ||||
Number of common stock reserved for future issuance | 5,000,000 | |||
Share-based compensation, shares subject to stock options | 2,300,000 | |||
Expiration date | Nov. 20, 2018 | |||
2008 Stock Incentive Plan [Member] | Restricted Stock [Member] | ||||
Share-based compensation, outstanding stock options | 800,000 | |||
2019 Stock Incentive Plan [Member] | ||||
Number of common stock reserved for future issuance | 5,400,000 | |||
Share-based compensation, shares subject to stock options | 5,400,000 | |||
Expiration date | Nov. 14, 2029 |
Stock Options and Equity-Clas_4
Stock Options and Equity-Classified Warrants - Schedule of Share-based Payment Award, Fair Value of the Stock Options Granted, Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employees and Directors [Member] | ||
Risk-free interest rate | 1.82% | 2.42% |
Expected volatility | 85.00% | 92.00% |
Expected lives (years) | 10 years | 6 years |
Expected dividend yield | 0.00% | 0.00% |
Non Employees [Member] | ||
Risk-free interest rate | 1.82% | |
Expected volatility | 85.00% | |
Expected lives (years) | 10 years | |
Expected dividend yield | 0.00% | 0.00% |
Stock Options and Equity-Clas_5
Stock Options and Equity-Classified Warrants - Schedule of Share-based Compensation, Stock Options, Activity (Details) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employees and Directors [Member] | ||
Number of Options, Outstanding at beginning of period | 2,190,826 | 2,492,179 |
Number of Options, Granted | 5,150,000 | 1,667 |
Number of Options, Exercised | ||
Number of Options, Forfeited | (186,512) | (275,085) |
Number of Options, Expired | (27,974) | (27,935) |
Number of Options, Outstanding at end of period | 7,126,340 | 2,190,826 |
Number of Options, Exercisable at end of period | 7,034,242 | 1,887,387 |
Weighted average fair value of stock options granted | $ 0.22 | $ 1.43 |
Weighted-Average Exercise Price Options, Outstanding at beginning of period | 11.55 | 11.35 |
Weighted-Average Exercise Price Options, Granted | 0.26 | 1.89 |
Weighted-Average Exercise Price Options, Exercised | ||
Weighted-Average Exercise Price Options, Forfeited | 9.49 | 7.64 |
Weighted-Average Exercise Price Options, Expired | 43.30 | 31.87 |
Weighted-Average Exercise Price Options, Outstanding at end of period | 3.32 | 11.55 |
Weighted-Average Exercise Price Options, Exercisable at end of period | $ 3.34 | $ 13.08 |
Non Employees [Member] | ||
Number of Options, Outstanding at beginning of period | 365,000 | 373,333 |
Number of Options, Granted | 250,000 | |
Number of Options, Exercised | ||
Number of Options, Expired/Forfeited | (8,333) | |
Number of Options, Outstanding at end of period | 615,000 | 365,000 |
Number of Options, Exercisable at end of period | 615,000 | 365,000 |
Weighted average fair value of stock options granted | $ 0.22 | |
Weighted-Average Exercise Price Options, Outstanding at beginning of period | 5.49 | 5.70 |
Weighted-Average Exercise Price Options, Granted | 0.26 | |
Weighted-Average Exercise Price Options, Exercised | ||
Weighted-Average Exercise Price Options, Expired/Forfeited | 0 | 14.70 |
Weighted-Average Exercise Price Options, Outstanding at end of period | 3.36 | 5.49 |
Weighted-Average Exercise Price Options, Exercisable at end of period | $ 3.36 | $ 5.49 |
Stock Options and Equity-Clas_6
Stock Options and Equity-Classified Warrants - Schedule of Ranges of Stock Options (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of Options Outstanding | shares | 7,741,340 |
Weighted-Average Remaining Contractual Life (years) | 8 years 9 months |
Weighted-Average Exercise Price | $ 3.32 |
Number of Options Exercisable | shares | 7,649,242 |
Weighted-Average Remaining Contractual Life (years) | 8 years 9 months 3 days |
Weighted-Average Exercise Price, Options Exercisable | $ 3.34 |
Stock Options [Member] | Exercise Price Range One [Member] | |
Range of Exercise Prices, Lower Range | 0.26 |
Range of Exercise Prices, Upper Range | $ 1 |
Number of Options Outstanding | shares | 5,400,000 |
Weighted-Average Remaining Contractual Life (years) | 9 years 11 months 15 days |
Weighted-Average Exercise Price | $ 0.26 |
Number of Options Exercisable | shares | 5,400,000 |
Weighted-Average Remaining Contractual Life (years) | 9 years 11 months 15 days |
Weighted-Average Exercise Price, Options Exercisable | $ 0.26 |
Stock Options [Member] | Exercise Price Range Two [Member] | |
Range of Exercise Prices, Lower Range | 1.01 |
Range of Exercise Prices, Upper Range | $ 3 |
Number of Options Outstanding | shares | 1,050,664 |
Weighted-Average Remaining Contractual Life (years) | 7 years 7 months 10 days |
Weighted-Average Exercise Price | $ 2.04 |
Number of Options Exercisable | shares | 958,564 |
Weighted-Average Remaining Contractual Life (years) | 7 years 6 months 25 days |
Weighted-Average Exercise Price, Options Exercisable | $ 2.07 |
Stock Options [Member] | Exercise Price Range Three [Member] | |
Range of Exercise Prices, Lower Range | 3.01 |
Range of Exercise Prices, Upper Range | $ 15 |
Number of Options Outstanding | shares | 852,362 |
Weighted-Average Remaining Contractual Life (years) | 4 years 11 months 19 days |
Weighted-Average Exercise Price | $ 12.56 |
Number of Options Exercisable | shares | 852,362 |
Weighted-Average Remaining Contractual Life (years) | 4 years 11 months 19 days |
Weighted-Average Exercise Price, Options Exercisable | $ 12.56 |
Stock Options [Member] | Exercise Price Range Four [Member] | |
Range of Exercise Prices, Lower Range | 15.01 |
Range of Exercise Prices, Upper Range | $ 48.30 |
Number of Options Outstanding | shares | 438,314 |
Weighted-Average Remaining Contractual Life (years) | 3 years 10 months 28 days |
Weighted-Average Exercise Price | $ 26.19 |
Number of Options Exercisable | shares | 438,314 |
Weighted-Average Remaining Contractual Life (years) | 3 years 10 months 28 days |
Weighted-Average Exercise Price, Options Exercisable | $ 26.19 |
Stock Options and Equity-Clas_7
Stock Options and Equity-Classified Warrants - Schedule of Total Stock-based Compensation Expense from Stock Options (Details) - Stock Options [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employees [Member] | ||
Allocated employee and non-employee stock-based compensation expense, Total | $ 1,406,486 | $ 1,084,639 |
Non Employees [Member] | ||
Allocated employee and non-employee stock-based compensation expense, Total | 54,500 | |
Research and Development Expense [Member] | Employees [Member] | ||
Allocated employee and non-employee stock-based compensation expense, Total | (2,672) | 95,485 |
General and Administrative Expense [Member] | Employees [Member] | ||
Allocated employee and non-employee stock-based compensation expense, Total | 1,409,158 | 989,154 |
General and Administrative Expense [Member] | Non Employees [Member] | ||
Allocated employee and non-employee stock-based compensation expense, Total | $ 54,500 |
Stock Options and Equity-Clas_8
Stock Options and Equity-Classified Warrants - Schedule of Warrants Activity and Related Information (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Warrants, Outstanding at beginning of period | 693,916 | 3,980,781 |
Number of Warrants, Granted | ||
Number of Warrants, Exercised | ||
Number of Warrants, Forfeited | ||
Number of Warrants, Expired | (500,000) | (3,287,585) |
Number of Warrants, Outstanding at end of period | 193,916 | 693,916 |
Number of Warrants, Exercisable at end of period | 193,916 | 693,916 |
Weighted average fair value of stock options granted | ||
Weighted-Average Exercise Price Warrants, Outstanding at beginning of period | 7.16 | 4.92 |
Weighted-Average Exercise Price Warrants, Granted | ||
Weighted-Average Exercise Price Warrants, Exercised | ||
Weighted-Average Exercise Price Warrants, Forfeited | ||
Weighted-Average Exercise Price Warrants, Expired | 6.60 | 3.65 |
Weighted-Average Exercise Price Warrants, Outstanding at end of period | 8.60 | 7.16 |
Weighted-Average Exercise Price Warrants, Exercisable at end of period | $ 8.60 | $ 7.16 |
Stock Options and Equity-Clas_9
Stock Options and Equity-Classified Warrants - Schedule of Ranges of Warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Warrants Outstanding | 193,916 | 693,916 | 3,980,781 |
Warrants Outstanding Exercise Price | $ 8.60 | $ 7.16 | $ 4.92 |
Warrants Exercisable Exercise Price | 8.60 | $ 7.16 | |
Exercise Price Range One [Member] | |||
Range of Exercise Prices, Lower Range | 4.62 | ||
Range of Exercise Prices, Upper Range | $ 4.62 | ||
Number of Warrants Outstanding | 84,554 | ||
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | 1 year 1 month 6 days | ||
Warrants Outstanding Exercise Price | $ 4.62 | ||
Number of Warrants Exercisable | 84,554 | ||
Warrants Exercisable Weighted-Average Remaining Contractual Life (years) | 1 year 1 month 6 days | ||
Warrants Exercisable Exercise Price | $ 4.62 | ||
Exercise Price Range Two [Member] | |||
Range of Exercise Prices, Lower Range | 10.44 | ||
Range of Exercise Prices, Upper Range | $ 10.44 | ||
Number of Warrants Outstanding | 83,335 | ||
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | 1 year 1 month 9 days | ||
Warrants Outstanding Exercise Price | $ 10.44 | ||
Number of Warrants Exercisable | 83,335 | ||
Warrants Exercisable Weighted-Average Remaining Contractual Life (years) | 1 year 1 month 9 days | ||
Warrants Exercisable Exercise Price | $ 10.44 | ||
Exercise Price Range Three [Member] | |||
Range of Exercise Prices, Lower Range | 12.30 | ||
Range of Exercise Prices, Upper Range | $ 12.30 | ||
Number of Warrants Outstanding | 21,140 | ||
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | 1 year 1 month 6 days | ||
Warrants Outstanding Exercise Price | $ 12.30 | ||
Number of Warrants Exercisable | 21,140 | ||
Warrants Exercisable Weighted-Average Remaining Contractual Life (years) | 1 year 1 month 6 days | ||
Warrants Exercisable Exercise Price | $ 12.30 | ||
Exercise Price Range Four [Member] | |||
Range of Exercise Prices, Lower Range | 33.60 | ||
Range of Exercise Prices, Upper Range | $ 33.60 | ||
Number of Warrants Outstanding | 4,167 | ||
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | 4 years 2 months 16 days | ||
Warrants Outstanding Exercise Price | $ 33.60 | ||
Number of Warrants Exercisable | 4,167 | ||
Warrants Exercisable Weighted-Average Remaining Contractual Life (years) | 4 years 2 months 16 days | ||
Warrants Exercisable Exercise Price | $ 33.60 | ||
Warrants [Member] | |||
Number of Warrants Outstanding | 193,196 | ||
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | 1 year 2 months 1 day | ||
Warrants Outstanding Exercise Price | $ 8.60 | ||
Number of Warrants Exercisable | 193,916 | ||
Warrants Exercisable Weighted-Average Remaining Contractual Life (years) | 1 year 2 months 1 day | ||
Warrants Exercisable Exercise Price | $ 8.60 |
Stockholder Protection Rights_2
Stockholder Protection Rights Plan (Details Narrative) - $ / shares | Dec. 13, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Stockholder Protection Rights Plan [Abstract] | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, par value | 0.01 | $ 0.01 | $ 0.01 |
Preferred stock exercise price per share | $ 5 | ||
Protection rights plan, description | The Common Stock and become exercisable following the earlier of (i) the tenth (10th) business day after a public announcement that either discloses that a person or a group of related persons has acquired beneficial ownership of fifteen percent (15%) or more of the Common Stock other than as a result of repurchases of Common Stock by the Company or certain inadvertent acquisitions (an "Acquiring Person") or information which reveals the existence of an Acquiring Person, or (ii) the tenth (10th) business day or such later date as may be determined by the Board, after a person or a group of related persons announce or commence a tender or exchange offer that would result in a person or a group of related persons becoming an Acquiring Person. For purposes of the Rights Agreement, beneficial ownership is defined to include the ownership of derivative securities. The date on which the Rights separate from the Common Stock and become exercisable is referred to as the "Distribution Date". The Rights will be redeemable at the Board's sole discretion for $0.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board) at any time ending on the earlier of (i) the tenth (10th) business day (or such later date as may be determined by the Board) after the public announcement that a person has acquired beneficial ownership of fifteen percent (15%) or more of the Common Stock and (ii) the final expiration date of the Rights Agreement. Until such time as the Rights are no longer redeemable by the Company, the Rights are not exercisable. Immediately upon the action of the Board ordering redemption, the Rights will terminate and the only right of the holders of the Rights will be to receive the $0.001 redemption price. The redemption price will be adjusted if the Company undertakes a stock dividend, a stock split or similar transaction. | ||
Beneficial ownership percentage of company outstanding shares of common stock by acquiring person | 15.00% | ||
Redemption date | Dec. 13, 2029 | ||
Percentage of company outstanding shares of common stock by acquisition | 50.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Federal operating loss carryforward | $ 5,700,000 | $ 5,500,000 |
Deferred tax valuation allowance, percentage | 100.00% | |
Deferred tax valuation allowance | $ 2,400,000 | $ 2,400,000 |
Earliest Tax Year [Member] | ||
Expiration date | Dec. 31, 2024 | |
Tax credit expiration date | Dec. 31, 2022 | |
Latest Tax Year [Member] | ||
Expiration date | Dec. 31, 2037 | |
Tax credit expiration date | Dec. 31, 2036 | |
Federal [Member] | ||
Operating loss carryforwards | $ 321,800,000 | |
Tax credit research and development | 16,000,000 | |
Federal [Member] | Shareholders [Member] | ||
Operating loss carryforwards | 72,700,000 | |
Federal [Member] | Earliest Tax Year [Member] | ||
Operating loss carryforwards | 249,100,000 | |
State [Member] | ||
Operating loss carryforwards | 246,700,000 | |
Tax credit research and development | 22,000,000 | |
State [Member] | Latest Tax Year [Member] | ||
Operating loss carryforwards | $ 235,600,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 63,002 | $ 69,619 |
Tax credit carryforwards | 37,901 | 33,348 |
Equipment, furnishings and other | 4,178 | 4,523 |
Total deferred tax assets | 105,081 | 107,490 |
Deferred tax liabilities | ||
Net deferred tax assets | 105,081 | 107,490 |
Valuation allowance | (105,081) | (107,490) |
Deferred tax assets |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal benefit at statutory rate | $ (1,504) | $ (1,907) |
State income taxes, net of Federal taxes | (500) | (657) |
State credits | 2 | (112) |
Warrant liabilities | (111) | |
Other permanent differences | 45 | 12 |
Provision related to change in valuation allowance | 2,409 | (1,415) |
Federal rate adjustment | ||
NQ Options | ||
Current year tax credit | ||
NOL Adjustments | ||
Termination/Cancellation of Equity Compensation Awards | 695 | |
Return to provision | (452) | 664 |
Other, net | 2 | |
Net loss before income taxes | $ 1 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | 1 Months Ended | |
Feb. 29, 2020USD ($) | Jan. 31, 2020USD ($)ft² | |
Area of land | ft² | 2,771 | |
Lease term | 5 years | |
Payments of rent | $ 1,370 | $ 13,855 |
Annual percentage increased in monthly rent | 2.50% | 3.50% |
Lease expiration date | Feb. 29, 2020 | |
Right of use asset | $ 735,306 | |
Lease liability obligation | $ 735,306 | |
Storage Space [Member] | ||
Area of land | ft² | 540 | |
Payments of rent | $ 1,294 |