Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 23, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | CYTRX CORP | ||
Entity Central Index Key | 0000799698 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity 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 | $ 25,200,000 | ||
Entity Common Stock, Shares Outstanding | 36,480,038 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 10,003,375 | $ 16,130,410 |
Insurance claim receivable | 325,105 | 7,628 |
Prepaid expenses and other current assets | 1,094,675 | 1,066,497 |
Total current assets | 11,423,155 | 17,204,535 |
Equipment and furnishings, net | 39,758 | 42,893 |
Other assets | 16,836 | 7,590 |
Operating lease right-of-use assets | 580,478 | |
Total assets | 12,060,227 | 17,255,018 |
Current liabilities: | ||
Accounts payable | 1,402,054 | 887,835 |
Accrued expenses and other current liabilities | 1,190,910 | 1,162,471 |
Current portion of operating lease obligations | 181,103 | |
Total current liabilities | 2,774,067 | 2,050,306 |
Operating lease liabilities, net of current portion | 415,200 | |
Total liabilities | 3,189,267 | 2,050,306 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred Stock, $0.01 par value, 833,333 shares authorized, including 50,000 shares of Series B Junior Participating Preferred Stock; no shares issued and outstanding at December 31, 2020 and 2019, respectively | ||
Common stock, $0.001 par value, 41,666,666 shares authorized; 36,480,038 and 33,637,501 shares issued and outstanding at December 31, 2020 and 2019, respectively | 36,480 | 33,637 |
Additional paid-in capital | 479,561,860 | 479,197,849 |
Accumulated deficit | (470,727,380) | (464,026,774) |
Total stockholders' equity | 8,870,960 | 15,204,712 |
Total liabilities and stockholders' equity | $ 12,060,227 | $ 17,255,018 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 833,333 | 833,333 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 41,666,666 | 41,666,666 |
Common stock, shares issued | 36,480,038 | 33,637,501 |
Common stock, shares outstanding | 36,480,038 | 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | ||
Licensing revenue | ||
Expenses: | ||
Research and development | 799,577 | 403,006 |
General and administrative | 6,000,537 | 7,437,809 |
Depreciation and amortization | 29,037 | 20,659 |
Total operating expenses | 6,829,151 | 7,861,474 |
Loss from operations | (6,829,151) | (7,861,474) |
Other income (expense): | ||
Interest income | 119,274 | 351,968 |
Other income (expense), net | 10,071 | (12,516) |
Loss before provision for income taxes | (6,699,806) | (7,522,022) |
Provision for income taxes | (800) | (800) |
Loss from continuing operations | (6,700,606) | (7,522,822) |
Income from Discontinued operations (Note 3) | 360,133 | |
Net loss | $ (6,700,606) | $ (7,162,689) |
Basic and diluted earnings (loss) per share | ||
Continuing operations | $ (0.19) | $ (0.23) |
Discontinued operations | 0.01 | |
Total basic and diluted loss per share | $ (0.19) | $ (0.22) |
Basic and diluted weighted average shares outstanding | 34,651,334 | 33,261,938 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Series B Preferred Stock [Member] | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
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 | |||||
Issuance of stock options/restricted stock 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 | |||||
Issuance of stock options/restricted stock for compensation and services | 327,854 | 327,854 | ||||
Exercise of stock options | $ 2,843 | 36,157 | 39,000 | |||
Exercise of stock options, shares | 2,842,537 | |||||
Net loss | (6,700,606) | (6,700,606) | ||||
Balance at Dec. 31, 2020 | $ 36,480 | $ 479,561,860 | $ (470,727,380) | $ 8,870,960 | ||
Balance, shares at Dec. 31, 2020 | 36,480,038 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (6,700,606) | $ (7,162,689) |
Income from discontinued operations | 360,133 | |
Loss from continuing operations | (6,700,606) | (7,522,822) |
Adjustments to reconcile loss from continuing operations to net cash used in operating activities: | ||
Depreciation and amortization | 29,037 | 20,659 |
Loss on retirement of equipment and furnishings | 5,432 | |
Stock-based compensation expense | 327,854 | 2,007,774 |
Changes in assets and liabilities: | ||
Receivable | 7,628 | 140,899 |
Prepaid expenses and other current assets | (94,449) | (153,335) |
Amortization of right of-use assets | 201,103 | |
Accounts payable | 189,114 | (346,927) |
Other assets | (9,246) | 33,052 |
Decrease in lease liabilities | (119,007) | |
Accrued expenses and other current liabilities | 28,439 | 436,280 |
Net cash used in continuing operations | (6,140,133) | (5,378,988) |
Net cash used in discontinued operations | (339,359) | |
Net cash used in operating activities | (6,140,133) | (5,718,347) |
Cash flows from investing activities: | ||
Purchases of equipment and furnishings for continuing operations | (25,902) | (24,658) |
Sale of fixed assets held for sale from discontinued operations | 500,142 | |
Net cash provided by (used in) investing activities | (25,902) | 475,484 |
Cash flows from financing activities: | ||
Proceeds from the exercise of stock options | 39,000 | |
Net cash provided by financing activities | 39,000 | |
Net decrease in cash and cash equivalents | (6,127,035) | (5,242,863) |
Cash and cash equivalents at beginning of year | 16,130,410 | 21,373,273 |
Cash and cash equivalents at end of year | 10,003,375 | 16,130,410 |
Supplemental disclosures of Cash Flow Information: | ||
Recognition of operating lease right-of-use assets and obligations under ASC Topic 842 | 715,310 | |
Reclassification of right-of-use assets, from prepaid expenses | 66,271 | |
Insurance claims to offset accounts payable | $ 325,105 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2020 | |
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. As a result, our company is no longer directly working on development of aldoxorubicin (ImmunityBio has recently merged with NantKwest, Inc.). 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. The Company is 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. There can be no assurance that ImmunityBio will achieve such milestones, approvals or sales with respect to aldoxorubicin. ImmunityBio has initiated a Phase 2, randomized, two-cohort, open-label registrational-intent study for first-line and second-line treatment of locally advanced or metastatic pancreatic cancer, which includes aldoxorubicin. Molecular Chaperone Assets (Orphazyme) 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 single- and double-digit 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 Inclusion Body Myositis (IBM). CytRx received a milestone payment of $250,000 in September 2018. Orphazyme has announced it expects read-outs for its registrational trials in IBM and ALS in the first half of 2021. Orphazyme has highlighted positive Phase 2/3 clinical trial data in patients with NPC and have submitted a New Drug Application (NDA) with the U.S. Food and Drug Administration (FDA), which is currently under Priority Review by the U.S. Food and Drug Administration (“FDA”) with a target action date of June 17, 2021. They also submitted a Marketing Authorization Application (MAA) with the European Medicines Agency (EMA). Orphazyme has established an Early Access Program in the U.S. as well as other select European countries. They also have established an Early Access Program in the U.S. as well as other select European countries. Orphazyme has also received FDA Breakthrough Therapy Designation for arimoclomol for NPC. They recently announced arimoclomol will be marketed globally under the tradename MIPLYFFA™. 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, 2020, we had cash and cash equivalents of approximately $10.0 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 2021 and the first three months of 2022 of approximately $6.1 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, 2020 | |
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 Insurance recoveries 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 Company had no assets and liabilities measured as at December 31, 2020 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: Level I Level II Level III Total Cash equivalents $ 10,995,383 $ — $ — $ 10,995,383 There were no transfers between Levels I, II and III during 2020 or 2019. 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 Potentially dilutive stock options and warrants to purchase approximately 3.4 million and 7.9 million shares at December 31, 2020 and 2019, respectively, were excluded from the computation of diluted net income (loss) per share, because the effect would be anti-dilutive. Stock-based Compensation Compensation—Stock Compensation. Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Research and Development Expenses Income Taxes Income Taxes, (“ASC 740” 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 New Accounting Pronouncements — In June 2016, the FASB issued ASU No. 2016-13, Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (“SEC”) did not, or are not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
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. The Company terminated its lease in Freiburg Germany on April 30, 2019 with no penalty. The Company sold its analytical equipment in March 2019 and accordingly has classified these assets as current assets held for sale and has written down these assets by $7,000. On April 30, 2019 the Company also sold its German office furniture and German leasehold improvements for $0.3 million. The net book value of the assets held for sale is $0 at December 31, 2019. The value of the assets sold in April 2019 are greater than their net book value and so no write-down was recorded in the period. The results of these discontinued operations are presented separately on the Company’s Consolidated Statement of Operations. The results of these discontinued operations for the year ended December 31, 2019 are presented separately on the Company’s Consolidated Statement of Operations. Year Ended December 31, 2019 Loss on impairment of equipment and furnishings (7,100 ) Research and development recovery 154,397 Employee stock option recovery 2,672 Gain on sale of equipment 186,691 Other income 23,473 Income from discontinued operations $ 360,133 |
Foreign Currency Remeasurement
Foreign Currency Remeasurement | 12 Months Ended |
Dec. 31, 2020 | |
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 German operations. 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 gain (loss) of approximately $26,800 and $(3,400) for the years ended December 31, 2020 and 2019, respectively. |
Equipment and Furnishings
Equipment and Furnishings | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Equipment and Furnishings | 5. Equipment and Furnishings Equipment and furnishings at December 31, 2020 and 2019 consist of the following: 2020 2019 Equipment and furnishings $ 137,924 $ 114,820 Less — accumulated depreciation (98,166 ) (71,927 ) Equipment and furnishings, net $ 39,758 $ 42,893 Depreciation and amortization expense for the years ended December 31, 2020 and 2019 were $29,037 and $20,659, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019 are summarized below. 2020 2019 Professional fees $ 234,700 $ 165,160 Research and development costs 9,296 9,296 Wages, bonuses and employee benefits 215,191 267,737 Royalties and milestones 716,155 716,155 Other 15,568 4,123 Total $ 1,190,910 $ 1,162,471 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 7. Leases We lease office space and office copiers related primarily to the Company’s administrative activities. The Company accounts for leases under ASC 842, Leases, In January 2020, the Company signed a new four-year office 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 is $13,855, subject to annual increases of 3.5 percent. In February 2020, the Company renewed its additional storage space lease, which requires us to make monthly payments of $1,370, subject to a 2.5 percent annual increase. The Company recorded a right of use asset and lease liability obligation of $715,310 upon inception of these leases. The Company also reclassified a previously existing right-of-use asset of $66,271 from other assets to right-of-use asset. As of December 31, 2020, the balance of right-of-use assets was approximately $580,000, and the balance of total lease liabilities was approximately $596,000. Future minimum lease payments under non-cancelable operating leases under ASC 842 as of December 31, 2020 are as follows: Operating Jan 2021 – Dec 2021 $ 199,275 Jan 2022 – Dec 2022 197,152 Jan 2023 – Dec 2023 200,927 Jan 2024 – Dec 2024 33,672 Total future minimum lease payments 631,026 Less: present value adjustment 34,723 Operating lease liabilities at December 31, 2020 596,303 Less: current portion of operating lease liabilities 181,103 Operating lease liabilities, net of current portion $ 415,200 The components of rent expense and supplemental cash flow information related to leases for the period are as follows: Year Ended Lease Cost Operating lease cost (included in General and administrative expenses in the Company’s condensed Consolidated Statements of Operations) $ 177,481 Other information Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2020 $ 185,265 Weighted average remaining lease term – operating leases (in years) 3.1 Average discount rate 3.6 % |
Stock Compensation
Stock Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stock Compensation | 8. Stock Compensation Stock Options The Company has a 2008 Stock Incentive Plan under which 5 million shares of common stock are reserved for issuance. As of December 31, 2020, 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 November 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, 2020, there were 0.9 million shares subject to outstanding stock options. This Plan expires on November 14, 2029. There were no stock options issued to employees and directors in 2020. For the year ended December 31, 2019 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 Risk-free interest rate 1.82 % Expected volatility 85 % Expected lives (years) 10 Expected dividend yield 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 year ended December 31, 2019, 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 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. During the year ended December 31, 2020, the Company issued an aggregate of approximately 2.8 million shares of its common stock upon the exercise of 4.55 million options. Of the 4.55 million option shares, holders of 4.4 million options exercised their shares on a cashless basis into approximately 2.69 million shares of the Company’s common stock. The Company received $39,000 for the exercise of the remaining 150,000 options shares in exchange for 150,000 shares of its common stock. The following table sets forth the total stock-based compensation expense resulting from stock options and restricted stock included in our Consolidated Statements of Operations for the years ended December 31, 2020 and 2019: Years Ended December 31, 2020 2019 Research and development – employee $ — $ (2,672 ) General and administrative – employee 327,854 1,953,274 Total employee stock-based compensation $ 327,854 $ 1,950,602 General and administrative – non-employee $ — $ 54,500 Total non-employee stock-based compensation $ — $ 54,500 There were no options granted to employees and directors during the year ended December 31, 2020. Presented below is the Company’s stock option activity for employees and directors: Stock Options Weighted Average Exercise Price 2020 2019 2020 2019 Outstanding — beginning of year 7,126,340 2,190,826 $ 11.55 $ 11.55 Granted — 5,150,000 0.26 0.26 Exercised (4,300,000 ) — 0.26 — Forfeited — (186,512 ) 9.49 9.49 Expired (25,070 ) (27,974 ) 41.03 43.30 Outstanding — end of year 2,801,270 7,126,340 7.68 3.32 Exercisable at end of year 2,801,270 7,034,242 $ 7.68 $ 3.34 Weighted average fair value of stock options granted during the year: $ — $ 0.22 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 expenses related to the issuance of stock options to certain consultants in exchange for services of $54,500 for 2019. No such options were issued to consultants in 2020. At December 31, 2020, 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 Exercise Price 2020 2019 2020 2019 Outstanding — beginning of year 615,000 365,000 $ 3.36 $ 5.49 Granted — 250,000 — 0.26 Exercised (250,000 ) — 0.26 — Expired/Forfeited — — 0 — Outstanding — end of year 365,000 615,000 5.49 3.36 Exercisable at end of year 365,000 365,000 $ 5.49 $ 3.36 Weighted average fair value of stock options granted during the year: $ — $ 0.22 For the year ended December 31, 2019 the fair value of the stock options granted to non-employees at the date of grant was estimated using the Black-Scholes option-pricing model, based on the following assumptions: 2020 2019 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 two plans at December 31, 2020: Range of Exercise Prices Number of Options Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price Number of Options Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price $0.26 - $1.00 850,000 8.95 $ 0.26 850,000 8.95 $ 0.26 $1.01 – $3.00 1,050,673 6.60 $ 2.04 1,050,673 6.60 $ 2.04 $3.01 – $15.00 852,360 3.97 $ 12.56 852,360 3.97 $ 12.56 $15.01 –$42.42 413,237 3.09 $ 25.29 413,237 3.09 $ 25.29 3,166,270 6.07 $ 7.43 3,166,270 6.07 $ 7.43 The aggregate intrinsic value of the outstanding options and options vested as of December 31, 2020 was $1.3 million. 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 $216,000 and $544,000 for the years ended December 31, 2020 and 2019, respectively. No restricted stock was granted in 2020 nor 2019. Equity-Classified Warrants A summary of the Company’s warrant activity and related information for the years ended December 31, 2020 and 2019 are shown below. Warrants Weighted Average Exercise Price 2020 2019 2020 2019 Outstanding — beginning of year 193,916 693,916 $ 8.60 $ 7.16 Granted — — — — Exercised — — — — Forfeited — — — — Expired — (500,000 ) — 6.60 Outstanding — end of year 193,916 193,916 8.60 8.60 Exercisable at end of year 193,916 193,916 $ 8.60 $ 8.60 Weighted average fair value of warrants granted during the year: $ — $ — The following table summarizes additional information concerning warrants outstanding and exercisable at December 31, 2020: Exercise Prices Number of Shares Weighted Weighted Average Exercise $4.62 84,554 0.10 $ 4.62 $10.44 83,335 0.11 10.44 $12.30 21,140 0.10 12.30 $33.60 4,167 3.21 33.60 193,196 0.17 $ 8.60 The outstanding warrants as of December 31, 2020 had no intrinsic value. |
Stockholder Protection Rights P
Stockholder Protection Rights Plan | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholder Protection Rights Plan | 9. Stockholder Protection Rights Plan On December 13, 2019, the Board of Directors of the Company, authorized and declared a dividend of one right (a “Right”) for each of the Company’s issued and outstanding shares of common stock, par value $0.001 per share. The dividend was paid to the stockholders of record at the close of business on December 23, 2019. Each Right entitled the registered holder, subject to the terms of the Original Rights Agreement (as defined below), to purchase from the Company one one-thousandth of a share of the Company’s Series B Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Stock”), at a price of $5.00 (the “Purchase Price”), subject to certain adjustments. The description and terms of the Rights were set forth in the Rights Agreement, dated as of December 13, 2019 (the “Original Rights Agreement”), by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). On November 12, 2020, the Board approved an amendment and restatement of the Original Rights Agreement (as amended and restated, the “Amended and Restated Rights Agreement”) to effect certain changes to the Original Rights Agreement, including (i) reducing the duration to a term of three years, subject to certain earlier expiration as described in more detail below, and (ii) lowering the beneficial ownership threshold at which a person or group of persons becomes an Acquiring Person (as defined below) to 4.95% or more of the Company’s outstanding shares of Common Stock, subject to certain exceptions. The Amended and Restated Rights Agreement is designed to discourage (i) any person or group of persons from acquiring beneficial ownership of more than 4.95% of the Company’s shares of Common Stock and (ii) any existing stockholder currently beneficially holding 4.95% or more of the Company’s shares of Common Stock from acquiring additional shares of the Company’s Common Stock. The purpose of the Amended and Restated Rights Agreement is to protect value by preserving the Company’s ability to utilize its net operating losses and certain other tax attributes (collectively, the “Tax Benefits”) to offset potential future income tax obligations. The Company’s ability to use its Tax Benefits would be substantially limited if it experiences an “ownership change,” as such term is defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Tax Code”). A corporation generally will experience an ownership change if the percentage of the corporation’s stock owned by its “5-percent shareholders,” as defined in Section 382 of the Tax Code, increases by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. The Amended and Restated Rights Agreement is intended to reduce the likelihood the Company would experience an ownership change under Section 382 of the Tax Code. The Rights will not be exercisable until the earlier to occur of (i) the close of business on the tenth business day after a public announcement or filing that a person or group of affiliated or associated persons has become an “Acquiring Person,” which is defined as a person or group of affiliated or associated persons that, at any time after the date of the Amended and Restated Rights Agreement, has acquired, or obtained the right to acquire, beneficial ownership of 4.95% or more of the Company’s outstanding shares of Common Stock, subject to certain exceptions or (ii) the close of business on the tenth business day after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person (the earlier of such dates being called the “Distribution Date”) ( provided however The Rights, which are not exercisable until the Distribution Date, will expire at or prior to the earliest of (i) the close of business on November 16, 2023; (ii) the time at which the Rights are redeemed pursuant to the Amended and Restated Rights Agreement; (iii) the time at which the Rights are exchanged pursuant to the Amended and Restated Rights Agreement; (iv) the time at which the Rights are terminated upon the occurrence of certain mergers or other transactions approved in advance by the Board; and (v) the close of business on the date set by the Board following a determination by the Board that (x) the Amended and Restated Rights Agreement is no longer necessary or desirable for the preservation of the Tax Benefits or (y) no Tax Benefits are available to be carried forward or are otherwise available (the earliest of (i), (ii), (iii), (iv) and (v) is referred to as the “ Expiration Date Each share of Preferred Stock will be entitled, when, as and if declared, to a preferential per share quarterly dividend payment equal to the greater of (i) $1.00 per share or (ii) an amount equal to 1,000 times the dividend declared per share of Common Stock. Each share of Preferred Stock will entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction in which shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights are each subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split, reverse stock split, stock dividends and other similar transactions involving the Common Stock. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than the Rights beneficially owned by the Acquiring Person, affiliates and associates of the Acquiring Person and certain transferees thereof (which will thereupon become null and void), will thereafter have the right to receive upon exercise of a Right that number of shares of Common Stock having a market value of two times the Purchase Price. In the event that, after a person or a group of affiliated or associated persons has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction, or 50% or more of the Company’s assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then-current purchase price of the Right, that number of shares of common stock of the acquiring company having a market value at the time of that transaction equal to two times the Purchase Price. With certain exceptions, no adjustment in the Purchase Price will be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the trading day immediately prior to the date of exercise. At any time after any person or group of affiliated or associated persons becomes an Acquiring Person and prior to the acquisition of beneficial ownership by such Acquiring Person of 50% or more of the outstanding shares of Common Stock, the Board, at its option, may exchange each Right (other than Rights owned by such person or group of affiliated or associated persons which will have become void), in whole or in part, at an exchange ratio of one share of Common Stock per outstanding Right (subject to adjustment). In connection with any exercise or exchange of the Rights, no holder of a Right will be entitled to receive shares of Common Stock if receipt of such shares would result in such holder, together with such holder’s affiliates and associates, beneficially owning more than 4.95% of the then-outstanding Common Stock (such shares, the “Excess Shares”) and the Board determines that such holder’s receipt of Excess Shares would jeopardize or endanger the value or availability of the Tax Benefits or the Board otherwise determines that such holder’s receipt of Excess Shares is not in the best interests of the Company. In lieu of such Excess Shares, such holder will only be entitled to receive cash or a note or other evidence of indebtedness with a principal amount equal to the then-current market price of the Common Stock multiplied by the number of Excess Shares that would otherwise have been issuable. At any time before the Distribution Date, the Board may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (subject to certain adjustments) (the “Redemption Price”). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Immediately upon the action of the Board electing to redeem or exchange the Rights, the Company shall make a public announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. Until a Right is exercised or exchanged, 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. The Board may amend or supplement the Amended and Restated Rights Agreement without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity, (b) correct inconsistent provisions, (c) alter time period provisions, including the Expiration Date, or (d) make additional changes to the Amended and Restated Rights Agreement that the Board deems necessary or desirable. However, from and after the date any person or group of affiliated or associated persons becomes an Acquiring Person, the Amended and Restated Rights Agreement may not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes At December 31, 2020, the Company had federal and state net operating loss carryforwards (“NOLs”) of $327.6 million and $252.6 million, respectively, available to offset against future taxable income. Of this amount, $310.3 million of federal NOLs expire in 2024 through 2037. The federal operating losses from 2018, 2019 and 2020 totaling $17.0 million carry forward indefinitely but are only able to offset 80% of taxable income in future years As a result of a change in-control that occurred in the CytRx shareholder base, approximately $69.3 million in federal net operating loss carryforwards became substantially limited in their annual availability. Management currently believes that the remaining $258.3 million in federal net operating loss carryforwards, and the $252.6 million in state net operating loss carryforwards, are unrestricted. As of December 31, 2020, 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. The credits are subject to change-in-control limitations, which may affect their utilization in future years. 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, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 72,509 $ 63,002 Tax credit carryforwards 37,901 37,901 Equipment, furnishings and other 4,174 4,178 Total deferred tax assets 114,584 105,081 Deferred tax liabilities — — Net deferred tax assets 114,584 105,081 Valuation allowance (114,584 ) (105,081 ) $ — $ — 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, 2020 and 2019 was $9.5 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, 2020 2019 Federal benefit at statutory rate $ (1,407 ) $ (1,504 ) State income taxes, net of Federal taxes (592 ) (500 ) State credits — 2 Warrant liabilities — — Other permanent differences 7 45 Provision related to change in valuation allowance 1,996 2,409 Federal rate adjustment — — NQ Options — — Current year tax credit — — NOL Adjustments — — Termination/Cancellation of Equity Compensation Awards — — Return to provision (4 ) (452 ) Other, net — — $ — $ — There have been no changes to the Company’s liability for unrecognized tax benefits during the year ended December 31, 2020. The Company files income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. As of the year ended December 31, 2020, the tax returns for 2017 through 2020 remain open to examination by the Internal Revenue Service and for 2016 to 2020 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, 2020 and 2019, the Company had accrued no interest or penalties related to uncertain tax positions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. 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. As of December 31, 2020, no amounts are due under the above agreements. Contractual obligations CytRx’s current contractual obligations that will require future cash payments for the following Employment Agreements as follows (in thousands): Employment Agreements (1) 2021 1,438 2022 1,038 2023 1,038 2024 1,038 Thereafter 3,114 Total $ 7,666 (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 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. Among other things, the active and planned clinical trials by ImmunityBio and Orphazyme and their regulatory approvals, if any, may be delayed or interrupted, which could delay or adversely affect the Company’s potential receipt of milestone and royalty payments within the disclosed time periods and increase expected costs. As of the date of this filing, senior management and administrative staff are working primarily remotely and will return to their offices at a yet to be determined date. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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 |
Insurance Recoveries | Insurance recoveries |
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 Company had no assets and liabilities measured as at December 31, 2020 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: Level I Level II Level III Total Cash equivalents $ 10,995,383 $ — $ — $ 10,995,383 There were no transfers between Levels I, II and III during 2020 or 2019. 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 Potentially dilutive stock options and warrants to purchase approximately 3.4 million and 7.9 million shares at December 31, 2020 and 2019, respectively, were excluded from the computation of diluted net income (loss) per share, because the effect would be anti-dilutive. |
Stock-based Compensation | Stock-based Compensation Compensation—Stock Compensation. Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting |
Research and Development Expenses | Research and Development Expenses |
Income Taxes | Income Taxes Income Taxes, (“ASC 740” 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 |
New Accounting Pronouncements | New Accounting Pronouncements — In June 2016, the FASB issued ASU No. 2016-13, Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (“SEC”) did not, or are not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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: Level I Level II Level III Total Cash equivalents $ 10,995,383 $ — $ — $ 10,995,383 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The results of these discontinued operations for the year ended December 31, 2019 are presented separately on the Company’s Consolidated Statement of Operations. Year Ended December 31, 2019 Loss on impairment of equipment and furnishings (7,100 ) Research and development recovery 154,397 Employee stock option recovery 2,672 Gain on sale of equipment 186,691 Other income 23,473 Income from discontinued operations $ 360,133 |
Equipment and Furnishings (Tabl
Equipment and Furnishings (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Equipment and Furnishings | Equipment and furnishings at December 31, 2020 and 2019 consist of the following: 2020 2019 Equipment and furnishings $ 137,924 $ 114,820 Less — accumulated depreciation (98,166 ) (71,927 ) Equipment and furnishings, net $ 39,758 $ 42,893 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities at December 31, 2020 and 2019 are summarized below. 2020 2019 Professional fees $ 234,700 $ 165,160 Research and development costs 9,296 9,296 Wages, bonuses and employee benefits 215,191 267,737 Royalties and milestones 716,155 716,155 Other 15,568 4,123 Total $ 1,190,910 $ 1,162,471 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under non-cancelable operating leases under ASC 842 as of December 31, 2020 are as follows: Operating Jan 2021 – Dec 2021 $ 199,275 Jan 2022 – Dec 2022 197,152 Jan 2023 – Dec 2023 200,927 Jan 2024 – Dec 2024 33,672 Total future minimum lease payments 631,026 Less: present value adjustment 34,723 Operating lease liabilities at December 31, 2020 596,303 Less: current portion of operating lease liabilities 181,103 Operating lease liabilities, net of current portion $ 415,200 |
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 period are as follows: Year Ended Lease Cost Operating lease cost (included in General and administrative expenses in the Company’s condensed Consolidated Statements of Operations) $ 177,481 Other information Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2020 $ 185,265 Weighted average remaining lease term – operating leases (in years) 3.1 Average discount rate 3.6 % |
Stock Compensation (Tables)
Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Stock-based Compensation Expense | The following table sets forth the total stock-based compensation expense resulting from stock options and restricted stock included in our Consolidated Statements of Operations for the years ended December 31, 2020 and 2019: Years Ended December 31, 2020 2019 Research and development – employee $ — $ (2,672 ) General and administrative – employee 327,854 1,953,274 Total employee stock-based compensation $ 327,854 $ 1,950,602 General and administrative – non-employee $ — $ 54,500 Total non-employee stock-based compensation $ — $ 54,500 |
Schedule of Ranges of Stock Options | The following table summarizes significant ranges of outstanding stock options under the two plans at December 31, 2020: Range of Exercise Prices Number of Options Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price Number of Options Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price $0.26 - $1.00 850,000 8.95 $ 0.26 850,000 8.95 $ 0.26 $1.01 – $3.00 1,050,673 6.60 $ 2.04 1,050,673 6.60 $ 2.04 $3.01 – $15.00 852,360 3.97 $ 12.56 852,360 3.97 $ 12.56 $15.01 –$42.42 413,237 3.09 $ 25.29 413,237 3.09 $ 25.29 3,166,270 6.07 $ 7.43 3,166,270 6.07 $ 7.43 |
Schedule of Warrants Activity and Related Information | A summary of the Company’s warrant activity and related information for the years ended December 31, 2020 and 2019 are shown below. Warrants Weighted Average Exercise Price 2020 2019 2020 2019 Outstanding — beginning of year 193,916 693,916 $ 8.60 $ 7.16 Granted — — — — Exercised — — — — Forfeited — — — — Expired — (500,000 ) — 6.60 Outstanding — end of year 193,916 193,916 8.60 8.60 Exercisable at end of year 193,916 193,916 $ 8.60 $ 8.60 Weighted average fair value of warrants granted during the year: $ — $ — |
Schedule of Warrants | The following table summarizes additional information concerning warrants outstanding and exercisable at December 31, 2020: Exercise Prices Number of Shares Weighted Weighted Average Exercise $4.62 84,554 0.10 $ 4.62 $10.44 83,335 0.11 10.44 $12.30 21,140 0.10 12.30 $33.60 4,167 3.21 33.60 193,196 0.17 $ 8.60 |
Employees and Directors [Member] | |
Schedule of Share-based Payment Award, Fair Value of the Stock Options Granted, Assumptions | There were no stock options issued to employees and directors in 2020. For the year ended December 31, 2019 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 Risk-free interest rate 1.82 % Expected volatility 85 % Expected lives (years) 10 Expected dividend yield 0.00 % |
Schedule of Stock Options Activity | There were no options granted to employees and directors during the year ended December 31, 2020. Presented below is the Company’s stock option activity for employees and directors: Stock Options Weighted Average Exercise Price 2020 2019 2020 2019 Outstanding — beginning of year 7,126,340 2,190,826 $ 11.55 $ 11.55 Granted — 5,150,000 0.26 0.26 Exercised (4,300,000 ) — 0.26 — Forfeited — (186,512 ) 9.49 9.49 Expired (25,070 ) (27,974 ) 41.03 43.30 Outstanding — end of year 2,801,270 7,126,340 7.68 3.32 Exercisable at end of year 2,801,270 7,034,242 $ 7.68 $ 3.34 Weighted average fair value of stock options granted during the year: $ — $ 0.22 |
Non Employees [Member] | |
Schedule of Share-based Payment Award, Fair Value of the Stock Options Granted, Assumptions | For the year ended December 31, 2019 the fair value of the stock options granted to non-employees at the date of grant was estimated using the Black-Scholes option-pricing model, based on the following assumptions: 2020 2019 Risk-free interest rate — 1.82 % Expected volatility — 85 % Expected lives (years) — 10 Expected dividend yield — — |
Schedule of Stock Options Activity | At December 31, 2020, 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 Exercise Price 2020 2019 2020 2019 Outstanding — beginning of year 615,000 365,000 $ 3.36 $ 5.49 Granted — 250,000 — 0.26 Exercised (250,000 ) — 0.26 — Expired/Forfeited — — 0 — Outstanding — end of year 365,000 615,000 5.49 3.36 Exercisable at end of year 365,000 365,000 $ 5.49 $ 3.36 Weighted average fair value of stock options granted during the year: $ — $ 0.22 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | 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, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 72,509 $ 63,002 Tax credit carryforwards 37,901 37,901 Equipment, furnishings and other 4,174 4,178 Total deferred tax assets 114,584 105,081 Deferred tax liabilities — — Net deferred tax assets 114,584 105,081 Valuation allowance (114,584 ) (105,081 ) $ — $ — |
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, 2020 2019 Federal benefit at statutory rate $ (1,407 ) $ (1,504 ) State income taxes, net of Federal taxes (592 ) (500 ) State credits — 2 Warrant liabilities — — Other permanent differences 7 45 Provision related to change in valuation allowance 1,996 2,409 Federal rate adjustment — — NQ Options — — Current year tax credit — — NOL Adjustments — — Termination/Cancellation of Equity Compensation Awards — — Return to provision (4 ) (452 ) Other, net — — $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 Agreements (1) 2021 1,438 2022 1,038 2023 1,038 2024 1,038 Thereafter 3,114 Total $ 7,666 |
Nature of Business (Details Nar
Nature of Business (Details Narrative) - USD ($) | Jul. 27, 2017 | Sep. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2011 | Dec. 13, 2020 | Dec. 31, 2019 | Jun. 01, 2018 |
Percentage of service charge | 5.00% | ||||||
Cash investment | $ 13,000,000 | ||||||
Investment in common stock per share | $ 6.60 | $ 5 | |||||
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 | $ 10,003,375 | $ 16,130,410 | |||||
2021 and First Three Months of 2022 [Member] | |||||||
Currently projected expenditures | 6,100,000 | ||||||
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, 2020 | Dec. 31, 2019 | |
Revenue recognized | $ 0 | |
Impairment loss of assets | 7,000 | |
Insurance claims receivable | $ 325,105 | $ 7,628 |
Potentially dilutive shares excluded from computation of diluted net income (loss) | 3,400,000 | 7,900,000 |
Minimum [Member] | ||
Useful life of assets | 3 years | |
Maximum [Member] | ||
Useful life of assets | 5 years | |
License Fees [Member] | ||
Revenue recognized |
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) | Dec. 31, 2019USD ($) |
Cash equivalents | $ 10,995,383 |
Level 1 [Member] | Recurring [Member] | |
Cash equivalents | 10,995,383 |
Level 2 [Member] | Recurring [Member] | |
Cash equivalents | |
Level 3 [Member] | Recurring [Member] | |
Cash equivalents |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 1 Months Ended | ||
Apr. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | |
Net book value | $ 0 | ||
Analytical Equipment [Member] | |||
Assets written down value | $ 7,000 | ||
Office Furniture and Leasehold Improvements [Member] | |||
Proceeds from sale of analytical equipment | $ 300,000 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income from discontinued operations | $ (360,133) | |
Discontinued Operations [Member] | ||
Loss on impairment of equipment and furnishings | (7,100) | |
Research and development recovery | 154,397 | |
Employee stock option recovery | 2,672 | |
Gain on sale of equipment | 186,691 | |
Other income | 23,473 | |
Income from discontinued operations | $ 360,133 |
Foreign Currency Remeasurement
Foreign Currency Remeasurement (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Foreign Currency [Abstract] | ||
Foreign currency transaction gain (loss), recognized | $ 26,800 | $ (3,400) |
Equipment and Furnishings (Deta
Equipment and Furnishings (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 29,037 | $ 20,659 |
Equipment and Furnishings - Sch
Equipment and Furnishings - Schedule of Equipment and Furnishings (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Equipment and furnishings | $ 137,924 | $ 114,820 |
Less - accumulated depreciation | (98,166) | (71,927) |
Equipment and furnishings, net | $ 39,758 | $ 42,893 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Professional fees | $ 234,700 | $ 165,160 |
Research and development costs | 9,296 | 9,296 |
Wages, bonuses and employee benefits | 215,191 | 267,737 |
Royalties and milestones | 716,155 | 716,155 |
Other | 15,568 | 4,123 |
Total | $ 1,190,910 | $ 1,162,471 |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended | |||
Feb. 29, 2020USD ($) | Jan. 31, 2020USD ($)ft² | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Leases [Abstract] | ||||
Lease term | 4 years | |||
Area of land | ft² | 2,771 | |||
Lease expiration date | Feb. 29, 2024 | |||
Lease extend description | Right to extend the term for an additional five-year period, subject to the terms and conditions set forth in the lease agreement | |||
Payments of rent | $ 1,370 | $ 13,855 | ||
Annual percentage increased in monthly rent | 2.50% | 3.50% | ||
Right of use asset | $ 715,310 | $ 580,478 | ||
Lease liability | $ 715,310 | 596,303 | ||
Previous existing right-of-use asset | $ 66,271 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) | Dec. 31, 2020 | Jan. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | |||
Jan 2021 - Dec 2021 | $ 199,275 | ||
Jan 2022 - Dec 2022 | 197,152 | ||
Jan 2023 - Dec 2023 | 200,927 | ||
Jan 2024 - Dec 2024 | 33,672 | ||
Total future minimum lease payments | 631,026 | ||
Less: present value adjustment | 34,723 | ||
Operating lease liabilities at December 31, 2020 | 596,303 | $ 715,310 | |
Less: current portion of operating lease liabilities | 181,103 | ||
Operating lease liabilities, net of current portion | $ 415,200 |
Leases - Schedule of Rent Expen
Leases - Schedule of Rent Expense and Supplemental Cash Flow Information Related to Leases (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating lease cost (included in General and administrative expenses in the Company's condensed Consolidated Statements of Operations) | $ 177,481 |
Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2020 | $ 185,265 |
Weighted average remaining lease term - operating leases (in years) | 3 years 1 month 6 days |
Average discount rate | 3.60% |
Stock Compensation (Details Nar
Stock Compensation (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2019 | |
Proceeds from stock options exercised | $ 39,000 | ||||
Aggregate intrinsic value of outstanding options and vested options | 1,300,000 | ||||
Intrinsic value of outstanding warrants | |||||
Consultants [Member] | |||||
Stock option issuance expense | 54,500 | ||||
Stock Options [Member] | |||||
Stock issued during period value | $ 2,800,000 | ||||
Number of exchange of exercise shares | 4,550,000 | ||||
Proceeds from stock options exercised | $ 39,000 | ||||
Remaining Options [Member] | |||||
Stock issued during period value | $ 150,000 | ||||
Number of exchange of exercise shares | 150,000 | ||||
Cashless Basis [Member] | Stock Options [Member] | |||||
Stock issued during period value | $ 2,690,000 | ||||
Number of exchange of exercise shares | 4,400,000 | ||||
Restricted Stock [Member] | |||||
Employee stock-based compensation expense | $ 216,000 | $ 544,000 | |||
Restricted Stock [Member] | Steven Kriegsman [Member] | |||||
Number of restricted shares granted | 387,597 | 387,597 | |||
Vested period | 3 years | 3 years | |||
Fair value of restricted stock | $ 679,000 | ||||
2008 Stock Incentive Plan [Member] | |||||
Number of common stock reserved for future issuance | 5,000,000 | ||||
Share-based compensation, outstanding stock options | 2,300,000 | ||||
Expiration date | Nov. 20, 2018 | ||||
2008 Stock Incentive Plan [Member] | Restricted Stock [Member] | |||||
Share-based compensation, outstanding restricted stock | 800,000 | ||||
2019 Stock Incentive Plan [Member] | |||||
Number of common stock reserved for future issuance | 5,400,000 | ||||
Share-based compensation, outstanding stock options | 900,000 | ||||
Expiration date | Nov. 14, 2029 |
Stock Compensation - Schedule o
Stock Compensation - Schedule of Share-based Payment Award, Fair Value of the Stock Options Granted, Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Employees and Directors [Member] | ||
Risk-free interest rate | 1.82% | |
Expected volatility | 85.00% | |
Expected lives (years) | 10 years | |
Expected dividend yield | 0.00% | |
Non Employees [Member] | ||
Risk-free interest rate | 1.82% | |
Expected volatility | 85.00% | |
Expected lives (years) | 0 years | 10 years |
Expected dividend yield |
Stock Compensation - Schedule_2
Stock Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total stock-based compensation | $ 327,854 | $ 2,007,774 |
Employee [Member] | ||
Total stock-based compensation | 327,854 | 1,950,602 |
Nonemployee [Member] | ||
Total stock-based compensation | 54,500 | |
Research and Development [Member] | Employee [Member] | ||
Total stock-based compensation | (2,672) | |
General and Administrative Expense [Member] | Employee [Member] | ||
Total stock-based compensation | 327,854 | 1,953,274 |
General and Administrative Expense [Member] | Nonemployee [Member] | ||
Total stock-based compensation | $ 54,500 |
Stock Compensation - Schedule_3
Stock Compensation - Schedule of Stock Options Activity (Details) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Employees and Directors [Member] | ||
Number of Options, Outstanding at beginning of period | 7,126,340 | 2,190,826 |
Number of Options, Granted | 5,150,000 | |
Number of Options, Exercised | (4,300,000) | |
Number of Options, Forfeited | (186,512) | |
Number of Options, Expired | (25,070) | (27,974) |
Number of Options, Outstanding at end of period | 2,801,270 | 7,126,340 |
Number of Options, Exercisable at end of period | 2,801,270 | 7,034,242 |
Weighted average fair value of stock options granted | $ 0.22 | |
Weighted-Average Exercise Price Options, Outstanding at beginning of period | 11.55 | 11.55 |
Weighted-Average Exercise Price Options, Granted | 0.26 | 0.26 |
Weighted-Average Exercise Price Options, Exercised | 0.26 | |
Weighted-Average Exercise Price Options, Forfeited | 9.49 | 9.49 |
Weighted-Average Exercise Price Options, Expired | 41.03 | 43.30 |
Weighted-Average Exercise Price Options, Outstanding at end of period | 7.68 | 11.55 |
Weighted-Average Exercise Price Options, Exercisable at end of period | $ 7.68 | $ 3.34 |
Non Employees [Member] | ||
Number of Options, Outstanding at beginning of period | 615,000 | 365,000 |
Number of Options, Granted | 250,000 | |
Number of Options, Exercised | (250,000) | |
Number of Options, Forfeited or expired | ||
Number of Options, Outstanding at end of period | 365,000 | 615,000 |
Number of Options, Exercisable at end of period | 365,000 | 365,000 |
Weighted average fair value of stock options granted | $ 0.22 | |
Weighted-Average Exercise Price Options, Outstanding at beginning of period | 3.36 | 5.49 |
Weighted-Average Exercise Price Options, Granted | 0.26 | |
Weighted-Average Exercise Price Options, Exercised | 0.26 | |
Weighted-Average Exercise Price Options, Forfeited or expired | 0 | |
Weighted-Average Exercise Price Options, Outstanding at end of period | 5.49 | 3.36 |
Weighted-Average Exercise Price Options, Exercisable at end of period | $ 5.49 | $ 3.36 |
Stock Compensation - Schedule_4
Stock Compensation - Schedule of Ranges of Stock Options (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Number of Options Outstanding | shares | 3,166,270 |
Weighted-Average Exercise Price | $ 7.43 |
Number of Options Exercisable | shares | 3,166,270 |
Weighted-Average Exercise Price, Options Exercisable | $ 7.43 |
Employee [Member] | |
Weighted-Average Remaining Contractual Life (years) | 6 years 26 days |
Weighted-Average Remaining Contractual Life (years) | 6 years 26 days |
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 | 850,000 |
Weighted-Average Remaining Contractual Life (years) | 8 years 11 months 12 days |
Weighted-Average Exercise Price | $ 0.26 |
Number of Options Exercisable | shares | 850,000 |
Weighted-Average Remaining Contractual Life (years) | 8 years 11 months 12 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 | 1,050,673 |
Weighted-Average Remaining Contractual Life (years) | 6 years 7 months 6 days |
Weighted-Average Exercise Price | $ 2.04 |
Number of Options Exercisable | shares | 1,050,673 |
Weighted-Average Remaining Contractual Life (years) | 6 years 7 months 6 days |
Weighted-Average Exercise Price, Options Exercisable | $ 2.04 |
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 | 852,360 |
Weighted-Average Remaining Contractual Life (years) | 3 years 11 months 19 days |
Weighted-Average Exercise Price | $ 12.56 |
Number of Options Exercisable | shares | 852,360 |
Weighted-Average Remaining Contractual Life (years) | 3 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 | $ 42.42 |
Number of Options Outstanding | shares | 413,237 |
Weighted-Average Remaining Contractual Life (years) | 3 years 1 month 2 days |
Weighted-Average Exercise Price | $ 25.29 |
Number of Options Exercisable | shares | 413,237 |
Weighted-Average Remaining Contractual Life (years) | 3 years 1 month 2 days |
Weighted-Average Exercise Price, Options Exercisable | $ 25.29 |
Stock Compensation - Schedule_5
Stock Compensation - Schedule of Warrants Activity and Related Information (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Warrants, Outstanding at beginning of period | 193,916 | 693,916 |
Number of Warrants, Granted | ||
Number of Warrants, Exercised | ||
Number of Warrants, Forfeited | ||
Number of Warrants, Expired | (500,000) | |
Number of Warrants, Outstanding at end of period | 193,916 | 193,916 |
Number of Warrants, Exercisable at end of period | 193,916 | 193,916 |
Weighted average fair value of stock options granted | ||
Weighted-Average Exercise Price Warrants, Outstanding at beginning of period | 8.60 | 7.16 |
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 | |
Weighted-Average Exercise Price Warrants, Outstanding at end of period | 8.60 | 8.60 |
Weighted-Average Exercise Price Warrants, Exercisable at end of period | $ 8.60 | $ 8.60 |
Stock Compensation- Schedule of
Stock Compensation- Schedule of Warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | 193,916 | 193,916 | 693,916 |
Weighted-Average Remaining Contractual Life (years) | 2 months 1 day | ||
Weighted Average Exercise Price | $ 8.60 | $ 8.60 | |
Warrant One [Member] | |||
Exercise Prices | $ 4.62 | ||
Number of Shares | 84,554 | ||
Weighted-Average Remaining Contractual Life (years) | 1 month 6 days | ||
Weighted Average Exercise Price | $ 4.62 | ||
Warrant Two [Member] | |||
Exercise Prices | $ 10.44 | ||
Number of Shares | 83,335 | ||
Weighted-Average Remaining Contractual Life (years) | 1 month 9 days | ||
Weighted Average Exercise Price | $ 10.44 | ||
Warrant Three [Member] | |||
Exercise Prices | $ 12.30 | ||
Number of Shares | 21,140 | ||
Weighted-Average Remaining Contractual Life (years) | 1 month 6 days | ||
Weighted Average Exercise Price | $ 12.30 | ||
Warrant Four [Member] | |||
Exercise Prices | $ 33.60 | ||
Number of Shares | 4,167 | ||
Weighted-Average Remaining Contractual Life (years) | 3 years 2 months 16 days | ||
Weighted Average Exercise Price | $ 33.60 |
Stockholder Protection Rights_2
Stockholder Protection Rights Plan (Details Narrative) - $ / shares | Nov. 12, 2020 | Dec. 31, 2020 | Dec. 13, 2020 | Dec. 31, 2019 | Jul. 27, 2017 |
Equity [Abstract] | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, par value | $ 0.01 | 0.01 | $ 0.01 | ||
Preferred stock purchase price per share | 5 | $ 6.60 | |||
Stockholders rights, description | The Board approved an amendment and restatement of the Original Rights Agreement (as amended and restated, the "Amended and Restated Rights Agreement") to effect certain changes to the Original Rights Agreement, including (i) reducing the duration to a term of three years, subject to certain earlier expiration as described in more detail below, and (ii) lowering the beneficial ownership threshold at which a person or group of persons becomes an Acquiring Person (as defined below) to 4.95% or more of the Company's outstanding shares of Common Stock, subject to certain exceptions. The Amended and Restated Rights Agreement is designed to discourage (i) any person or group of persons from acquiring beneficial ownership of more than 4.95% of the Company's shares of Common Stock and (ii) any existing stockholder currently beneficially holding 4.95% or more of the Company's shares of Common Stock from acquiring additional shares of the Company's Common Stock. | ||||
Preferred stock dividend, description | Each share of Preferred Stock will be entitled, when, as and if declared, to a preferential per share quarterly dividend payment equal to the greater of (i) $1.00 per share or (ii) an amount equal to 1,000 times the dividend declared per share of Common Stock. Each share of Preferred Stock will entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction in which shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. | ||||
Preferred stock, redemption price per share | $ 0.001 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating loss carryforwards, expiration date | Expire in 2024 through 2037. | |
Tax credit expiration date, description | Expire in 2022 through 2036 | |
Deferred tax valuation allowance, percentage | 100.00% | |
Deferred tax valuation allowance | $ 9,500,000 | $ 2,400,000 |
Federal [Member] | ||
Operating loss carryforwards | 327,600,000 | |
Operating loss carryforwards, not subject to limitation | 17,000,000 | |
Tax credit research and development | 16,000,000 | |
Federal [Member] | Shareholders [Member] | ||
Operating loss carryforwards | 69,300,000 | |
Federal [Member] | Expire in 2024 Through 2037 [Member] | ||
Operating loss carryforwards | 310,300,000 | |
Federal [Member] | Unrestricted [Member] | ||
Operating loss carryforwards | 258,300,000 | |
State [Member] | ||
Operating loss carryforwards | 252,600,000 | |
Tax credit research and development | 22,000,000 | |
State [Member] | Unrestricted [Member] | ||
Operating loss carryforwards | $ 252,600,000 | |
California [Member] | ||
Operating loss carryforwards, expiration date | Expire in 2029 through 2039. |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 72,509 | $ 63,002 |
Tax credit carryforwards | 37,901 | 37,901 |
Equipment, furnishings and other | 4,174 | 4,178 |
Total deferred tax assets | 114,584 | 105,081 |
Deferred tax liabilities | ||
Net deferred tax assets | 114,584 | 105,081 |
Valuation allowance | (114,584) | (105,081) |
Deferred tax assets |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal benefit at statutory rate | $ (1,407) | $ (1,504) |
State income taxes, net of federal taxes | (592) | (500) |
State credits | 2 | |
Warrant liabilities | ||
Other permanent differences | 7 | 45 |
Provision related to change in valuation allowance | 1,996 | 2,409 |
Federal rate adjustment | ||
NQ options | ||
Current year tax credit | ||
NOL adjustments | ||
Termination/cancellation of equity compensation awards | ||
Return to provision | (4) | (452) |
Other, net | ||
Provision for income taxes | $ 800 | $ 800 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Aldoxorubicin [Member] | |
Amount of milestone payment payable | $ 7,500,000 |
Milestone payment, description | 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 [Member] | |
Amount of milestone payment payable | $ 3,650,000 |
Innovivel [Member] | |
Future earnout merger consideration | $ 18,300,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Current Contractual Obligations (Details) - Employment Agreements [Member] | Dec. 31, 2020USD ($) | |
2021 | $ 1,438 | |
2022 | 1,038 | |
2023 | 1,038 | |
2024 | 1,038 | |
Thereafter | 3,114 | |
Total | $ 7,666 | [1] |
[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. |