Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 13, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | CYTRX CORP | |
Entity Central Index Key | 0000799698 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
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 Common Stock, Shares Outstanding | 36,480,038 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 9,322,529 | $ 10,003,375 |
Insurance claim receivable | 325,105 | |
Prepaid expenses and other current assets | 710,477 | 1,094,675 |
Total current assets | 10,033,006 | 11,423,155 |
Equipment and furnishings, net | 36,455 | 39,758 |
Other assets | 16,836 | 16,836 |
Operating lease right-of-use assets | 535,263 | 580,478 |
Total assets | 10,621,560 | 12,060,227 |
Current liabilities: | ||
Accounts payable | 1,218,156 | 1,402,054 |
Accrued expenses and other current liabilities | 1,259,328 | 1,190,910 |
Current portion of operating lease liabilities | 184,329 | 181,103 |
Total current liabilities | 2,661,813 | 2,774,067 |
Operating lease liabilities, net of current portion | 368,090 | 415,200 |
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 | ||
Common stock, $0.001 par value, 41,666,666 shares authorized; 36,480,038 shares issued and outstanding at March 31, 2021 and December 31, 2020 | 36,480 | 36,480 |
Additional paid-in capital | 479,561,860 | 479,561,860 |
Accumulated deficit | (472,006,683) | (470,727,380) |
Total stockholders' equity | 7,591,657 | 8,870,960 |
Total liabilities and stockholders' equity | $ 10,621,560 | $ 12,060,227 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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 | 36,480,038 |
Common stock, shares outstanding | 36,480,038 | 36,480,038 |
Series B Junior Participating Preferred Stock [Member] | ||
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue: | ||
License revenue | ||
Expenses: | ||
General and administrative | 1,279,848 | 1,226,305 |
Loss from operations | (1,279,848) | (1,226,305) |
Other income (expense): | ||
Interest income | 4,836 | 54,821 |
Other (expense), net | (4,291) | (1,302) |
Net loss | $ (1,279,303) | $ (1,172,786) |
Total basic and diluted loss per share | $ (0.04) | $ (0.03) |
Basic and diluted weighted-average shares outstanding | 36,480,038 | 33,508,302 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss from operations | $ (1,279,303) | $ (1,172,786) |
Adjustments to reconcile net loss from operations to net cash used in operating activities: | ||
Depreciation and amortization | 3,303 | 6,500 |
Stock-based compensation expense | 86,662 | |
Changes in assets and liabilities: | ||
Insurance claim Receivable | 325,105 | (95,774) |
Prepaid expenses and other current assets | 384,202 | 381,532 |
Other assets | (14,125) | |
Amortization of right-of-use asset | 45,215 | 62,443 |
Accounts payable | (183,898) | (4,959) |
Decrease in lease liabilities | (43,884) | (65,008) |
Accrued expenses and other current liabilities | 68,414 | (9,471) |
Net cash used in operating activities | (680,846) | (1,593,319) |
Cash flows from investing activities: | ||
Purchase of fixed assets | (7,981) | |
Net cash used in investing activities | (7,981) | |
Net decrease in cash and cash equivalents | (680,846) | (832,967) |
Cash and cash equivalents at beginning of period | 10,003,375 | 16,130,410 |
Cash and cash equivalents at end of period | 9,322,529 | 15,297,442 |
Supplemental disclosure 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 asset, from prepaid expenses | 66,271 | |
Fixed assets acquired through issuance of notes payable | $ 17,374 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders Equity (Unaudited) - 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, 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 and warrants for compensation and services | 86,662 | 86,662 | ||||
Net loss | (1,172,786) | (1,172,786) | ||||
Balance at Mar. 31, 2020 | $ 33,637 | 479,284,511 | (465,199,560) | 14,118,588 | ||
Balance, shares at Mar. 31, 2020 | 33,637,501 | |||||
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 | |||||
Net loss | (1,279,303) | (1,279,303) | ||||
Balance at Mar. 31, 2021 | $ 36,480 | $ 479,561,860 | $ (472,006,683) | $ 7,591,657 | ||
Balance, shares at Mar. 31, 2021 | 36,480,038 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 1. Basis of Presentation and Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements at March 31, 2021 and for the three-month periods ended March 31, 2021 and 2020, respectively, are unaudited, but include all adjustments, consisting of normal recurring entries, that management believes to be necessary for a fair presentation of the periods presented. Interim results are not necessarily indicative of results for a full year. Balance sheet amounts as of December 31, 2020 have been derived from our audited financial statements as of that date. The consolidated financial statements included herein have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The consolidated financial statements should be read in conjunction with our audited financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2020. Liquidity and Capital Resources At March 31, 2021, we had cash and cash equivalents of approximately $9.3 million. Management believes that our current cash and cash equivalents will be sufficient to fund its operations for the foreseeable future. This estimate is based, in part, upon our currently projected expenditures for the remainder of 2021 and the first four months of 2022 of approximately $5.6 million (unaudited) to fund operating activities. These projected expenditures and payments are also based upon numerous other assumptions and subject to many uncertainties, and our actual expenditures may be significantly different from these projections. While these projections represent the Company’s current expected expenditures, the Company has the ability to reduce the amounts as needed to manage its liquidity needs while still advancing its corporate objectives. The Company will ultimately be required to obtain additional funding in order to execute its long-term business plans, although it does not currently have commitments from any third parties to provide it with long term debt, capital or non-dilutive up-front payments from a potential strategic partner. The Company cannot assure that additional funding will be available on favorable terms, or at all. If the Company fails to obtain additional funding when needed, it may not be able to execute its business plans and its business may suffer, which would have a material adverse effect on its financial position, results of operations and cash flows. Use of Estimates Preparation of the Company’s consolidated financial statements in conformance with U.S. GAAP requires the Company’s management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The significant estimates in the Company’s consolidated financial statements relate to the valuation of equity awards, recoverability of deferred tax assets, and estimated useful lives of fixed assets, The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis, and its actual results may differ from estimates made under different assumptions or conditions. Stock Compensation The Company accounts for share-based awards to employees and nonemployees directors and consultants in accordance with the provisions of ASC 718, Compensation—Stock Compensation. Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Foreign Currency Remeasurement The U.S. dollar has been determined to be the functional currency for the net assets of our 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). We recognized a loss of approximately ($13,070) and ($5,395) respectively, for the three-month periods ended March 31, 2021 and 2020. Basic and Diluted Net Loss Per Common Share Basic and diluted net loss per common share is computed based on the weighted-average number of common shares outstanding. Common share equivalents (which consist of options, warrants and restricted stock) are excluded from the computation of diluted net loss per common share where the effect would be anti-dilutive. Common share equivalents that could potentially dilute net loss per share in the future, and which were excluded from the computation of diluted loss per share, totaled 3.2 million shares for the three-month period ended March 31, 2021 as compared to 7.9 million shares for the three-month period ended March 31, 2020. Fair Value Measurements Assets and liabilities recorded at fair value on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs are as follows: 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. We consider carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-term nature of these financial instruments. Our non-financial assets are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2019. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s financial position, results of operations, and cash flows. 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. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | 2. Leases We lease office space and office copiers related primarily to the administrative activities. The Company accounts for leases under ASC 842, Leases, 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 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. As of March 31, 2021, the balance of right-of-use assets was approximately $535,000, and the balance of total lease liabilities was approximately $552,000. Future minimum lease payments under non-cancelable operating leases under ASC 842 as of March 31, 2021 are as follows: Operating April 2021 – March 2022 $ 200,852 April 2022 – March 2023 195,936 April 2023 – March 2024 185,200 Total future minimum lease payments 581,988 Less: present value adjustment 29,569 Operating lease liabilities at March 31, 2021 552,419 Less: current portion of operating lease liabilities 184,329 Operating lease liabilities, net of current portion $ 368,090 The components of rent expense and supplemental cash flow information related to leases for the period are as follows: Period Ended Lease Cost Operating lease cost (included in General and administrative expenses in the Company’s condensed Consolidated Statements of Operations) $ 49,039 Other information Cash paid for amounts included in the measurement of lease liabilities for the period ended March 31, 2021 $ 47,061 Weighted average remaining lease term – operating leases (in years) 2.9 Average discount rate 3.6 % |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stock Based Compensation | 3. Stock Based Compensation The Company has a 2008 Stock Incentive Plan under which 5 million shares of common stock are reserved for issuance. As of March 31, 2021, 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 March 31, 2021, there were 0.9 million shares subject to outstanding stock options. This Plan expires on November 14, 2029. The following table sets forth the total stock-based compensation expense resulting from stock options, restricted stock and warrants included in our Condensed Consolidated Statements of Operations: Three Months Ended March 31, 2021 2020 General and administrative — employee — 86,662 Total employee stock-based compensation $ — $ 86,662 Options Stock Options Weighted Average Exercise Price 2021 2021 Outstanding — beginning of year 3,166,270 $ 7.43 Granted — — Exercised — — Forfeited — — Expired — — Outstanding — end of year 3,166,270 7.43 Exercisable at end of year 3,166,270 $ 7.43 Weighted average fair value of stock options granted during the year: $ — The following table summarizes significant ranges of outstanding stock options under our plans at March 31, 2021: Number of Options Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price Number of Options Exercisable Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price $ 0.26 - $1.00 850,000 8.71 $ 0.26 850,000 8.71 $ 0.26 $ 1.01 – $3.00 1,050,673 6.36 $ 2.04 1,050,673 6.36 $ 2.04 $ 3.01 – $15.00 852,360 3.72 $ 12.56 852,360 3.72 $ 12.56 $ 15.01 –$42.42 413,237 2.85 $ 25.29 413,237 2.85 $ 25.29 3,166,270 5.82 $ 7.43 3,166,270 5.82 $ 7.43 During the period ended March 31, 2021, the Company recognized no stock compensation cost as all options had previously vested and during the period ended March 31, 2020 the Company recognized $30,395 relating to the vesting of these options. At March 31, 2021, there was no unrecognized compensation expense related to unvested stock options. The aggregate intrinsic value of the outstanding options and options vested as of March 31, 2021 was $3.1 million. At December 31, 2020, the Company had 193,196 warrants outstanding at a weighted average exercise price of $8.60. During 2021, 189,029 warrants expired, and as such, there were 4,167 remaining warrants outstanding as of March 31, 2021 at a weighted average exercise price of $10.44. At March 31, 2021, the 4,167 warrants outstanding had no intrinsic value. 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 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 $1,000,000. The Company recorded stock-based compensation expense for restricted stock of $56,267 for the quarter ended March 31, 2020. All shares had fully vested as of December 31, 2020. No restricted stock was granted in 2021 nor 2020. |
Stockholder Protection Rights P
Stockholder Protection Rights Plan | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholder Protection Rights Plan | 4. 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 | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes At December 31, 2020, we had federal and state net operating loss carryforwards 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. The California NOLs expire in 2029 through 2039. Management currently believes that $258.3 million in federal net operating loss carryforwards and $252.6 million in state net operating loss carryforwards are unrestricted. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Commitments Aldoxorubicin We have an agreement with Vergell Medical (“Vergell”) for the exclusive license of patent rights held by Vergell for the worldwide development and commercialization of aldoxorubicin. Under the agreement, we must make payments to Vergell in the aggregate of $7.5 million upon meeting clinical and regulatory milestones up to and including the product’s second final marketing approval. We also have agreed to pay: ● commercially reasonable royalties based on a percentage of net sales (as defined in the agreement); ● a percentage of non-royalty sub-licensing income (as defined in the agreement); and ● milestones of $1 million for each additional final marketing approval that we obtain. In the event that we must pay a third party in order to exercise our rights to the intellectual property under the agreement, we are entitled to deduct a percentage of those payments from the royalties due Vergell, up to an agreed upon cap. 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. Contingencies We apply 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 remotely and will return to their offices at a yet to be determined date. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements at March 31, 2021 and for the three-month periods ended March 31, 2021 and 2020, respectively, are unaudited, but include all adjustments, consisting of normal recurring entries, that management believes to be necessary for a fair presentation of the periods presented. Interim results are not necessarily indicative of results for a full year. Balance sheet amounts as of December 31, 2020 have been derived from our audited financial statements as of that date. The consolidated financial statements included herein have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The consolidated financial statements should be read in conjunction with our audited financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2020. |
Liquidity and Capital Resources | Liquidity and Capital Resources At March 31, 2021, we had cash and cash equivalents of approximately $9.3 million. Management believes that our current cash and cash equivalents will be sufficient to fund its operations for the foreseeable future. This estimate is based, in part, upon our currently projected expenditures for the remainder of 2021 and the first four months of 2022 of approximately $5.6 million (unaudited) to fund operating activities. These projected expenditures and payments are also based upon numerous other assumptions and subject to many uncertainties, and our actual expenditures may be significantly different from these projections. While these projections represent the Company’s current expected expenditures, the Company has the ability to reduce the amounts as needed to manage its liquidity needs while still advancing its corporate objectives. The Company will ultimately be required to obtain additional funding in order to execute its long-term business plans, although it does not currently have commitments from any third parties to provide it with long term debt, capital or non-dilutive up-front payments from a potential strategic partner. The Company cannot assure that additional funding will be available on favorable terms, or at all. If the Company fails to obtain additional funding when needed, it may not be able to execute its business plans and its business may suffer, which would have a material adverse effect on its financial position, results of operations and cash flows. |
Use of Estimates | Use of Estimates Preparation of the Company’s consolidated financial statements in conformance with U.S. GAAP requires the Company’s management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The significant estimates in the Company’s consolidated financial statements relate to the valuation of equity awards, recoverability of deferred tax assets, and estimated useful lives of fixed assets, The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis, and its actual results may differ from estimates made under different assumptions or conditions. |
Stock Compensation | Stock Compensation The Company accounts for share-based awards to employees and nonemployees directors and consultants in accordance with the provisions of ASC 718, Compensation—Stock Compensation. Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting |
Foreign Currency Remeasurement | Foreign Currency Remeasurement The U.S. dollar has been determined to be the functional currency for the net assets of our 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). We recognized a loss of approximately ($13,070) and ($5,395) respectively, for the three-month periods ended March 31, 2021 and 2020. |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss Per Common Share Basic and diluted net loss per common share is computed based on the weighted-average number of common shares outstanding. Common share equivalents (which consist of options, warrants and restricted stock) are excluded from the computation of diluted net loss per common share where the effect would be anti-dilutive. Common share equivalents that could potentially dilute net loss per share in the future, and which were excluded from the computation of diluted loss per share, totaled 3.2 million shares for the three-month period ended March 31, 2021 as compared to 7.9 million shares for the three-month period ended March 31, 2020. |
Fair Value Measurements | Fair Value Measurements Assets and liabilities recorded at fair value on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs are as follows: 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. We consider carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-term nature of these financial instruments. Our non-financial assets are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2019. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s financial position, results of operations, and cash flows. 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. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under non-cancelable operating leases under ASC 842 as of March 31, 2021 are as follows: Operating April 2021 – March 2022 $ 200,852 April 2022 – March 2023 195,936 April 2023 – March 2024 185,200 Total future minimum lease payments 581,988 Less: present value adjustment 29,569 Operating lease liabilities at March 31, 2021 552,419 Less: current portion of operating lease liabilities 184,329 Operating lease liabilities, net of current portion $ 368,090 |
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: Period Ended Lease Cost Operating lease cost (included in General and administrative expenses in the Company’s condensed Consolidated Statements of Operations) $ 49,039 Other information Cash paid for amounts included in the measurement of lease liabilities for the period ended March 31, 2021 $ 47,061 Weighted average remaining lease term – operating leases (in years) 2.9 Average discount rate 3.6 % |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | The following table sets forth the total stock-based compensation expense resulting from stock options, restricted stock and warrants included in our Condensed Consolidated Statements of Operations: Three Months Ended March 31, 2021 2020 General and administrative — employee — 86,662 Total employee stock-based compensation $ — $ 86,662 |
Schedule of Stock Options Activity | Options Stock Options Weighted Average Exercise Price 2021 2021 Outstanding — beginning of year 3,166,270 $ 7.43 Granted — — Exercised — — Forfeited — — Expired — — Outstanding — end of year 3,166,270 7.43 Exercisable at end of year 3,166,270 $ 7.43 Weighted average fair value of stock options granted during the year: $ — |
Schedule of Ranges of Stock Options | The following table summarizes significant ranges of outstanding stock options under our plans at March 31, 2021: Number of Options Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price Number of Options Exercisable Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price $ 0.26 - $1.00 850,000 8.71 $ 0.26 850,000 8.71 $ 0.26 $ 1.01 – $3.00 1,050,673 6.36 $ 2.04 1,050,673 6.36 $ 2.04 $ 3.01 – $15.00 852,360 3.72 $ 12.56 852,360 3.72 $ 12.56 $ 15.01 –$42.42 413,237 2.85 $ 25.29 413,237 2.85 $ 25.29 3,166,270 5.82 $ 7.43 3,166,270 5.82 $ 7.43 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash and cash equivalents | $ 9,322,529 | $ 10,003,375 | |
Foreign currency remeasurement loss | $ (13,070) | $ (5,395) | |
Potentially dilutive shares excluded from computation of diluted net income (loss) | 3,200,000 | 7,900,000 | |
Reminder 2021 and First Four Months of 2022 [Member] | |||
Currently projected expenditures | $ 5,600,000 |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended | |||
Feb. 29, 2020USD ($) | Jan. 31, 2020USD ($)ft² | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
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 | $ 535,263 | $ 580,478 | |
Lease liability | $ 715,310 | $ 552,419 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2020 |
Leases [Abstract] | |||
April 2021 - March 2022 | $ 200,852 | ||
April 2022 - March 2023 | 195,936 | ||
April 2023 - March 2024 | 185,200 | ||
Total future minimum lease payments | 581,988 | ||
Less: present value adjustment | 29,569 | ||
Operating lease liabilities at March 31, 2021 | 552,419 | $ 715,310 | |
Less: current portion of operating lease liabilities | 184,329 | $ 181,103 | |
Operating lease liabilities, net of current portion | $ 368,090 | $ 415,200 |
Leases - Schedule of Rent Expen
Leases - Schedule of Rent Expense and Supplemental Cash Flow Information Related to Leases (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Leases [Abstract] | |
Operating lease cost (included in General and administrative expenses in the Company's condensed Consolidated Statements of Operations) | $ 49,039 |
Cash paid for amounts included in the measurement of lease liabilities for the period ended March 31, 2021 | $ 47,061 |
Weighted average remaining lease term - operating leases (in years) | 2 years 10 months 25 days |
Average discount rate | 3.60% |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Nov. 30, 2019 | |
Share-based compensation, outstanding stock options | 3,166,270 | 3,166,270 | ||||
Unrecognized compensation expense related to unvested stock options | ||||||
Aggregate intrinsic value of outstanding options and vested options | $ 3,100,000 | |||||
Number of warrants issued to purchase shares of common stock | 4,167 | 193,196 | ||||
Warrants exercise price per share | $ 10.44 | $ 8.60 | ||||
Number of warrant expired | 189,029 | |||||
Intrinsic value of warrants | ||||||
Number of restricted shares granted | ||||||
Stock-based compensation expense | $ 86,662 | |||||
Stock Options [Member] | ||||||
Employee stock-based compensation expense | 30,395 | |||||
Restricted Stock [Member] | ||||||
Stock-based compensation expense | $ 56,267 | |||||
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 | $ 1,000,000 | ||||
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 Based Compensation - Sche
Stock Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total employee stock-based compensation | $ 86,662 | |
Employee [Member] | ||
Total employee stock-based compensation | 86,662 | |
General and Administrative Expense [Member] | Employee [Member] | ||
Total employee stock-based compensation | $ 86,662 |
Stock Based Compensation - Sc_2
Stock Based Compensation - Schedule of Stock Options Activity (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Stock Options, Outstanding at beginning of year | shares | 3,166,270 |
Stock Options, Granted | shares | |
Stock Options, Exercised | shares | |
Stock Options, Forfeited | shares | |
Stock Options, Expired | shares | |
Stock Options, Outstanding at end of year | shares | 3,166,270 |
Stock Options, Exercisable at end of year | shares | 3,166,270 |
Weighted average fair value of stock options granted during the year: | |
Weighted Average Exercise Price Options, Outstanding at beginning of year | 7.43 |
Weighted Average Exercise Price Options, Granted | |
Weighted Average Exercise Price Options, Exercised | |
Weighted Average Exercise Price Options, Forfeited | |
Weighted Average Exercise Price Options, Expired | |
Weighted Average Exercise Price Options, Outstanding at end of year | 7.43 |
Weighted Average Exercise Price Options, Exercisable at end of year | $ 7.43 |
Stock Based Compensation - Sc_3
Stock Based Compensation - Schedule of Ranges of Stock Options (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of Options Outstanding | shares | 3,166,270 |
Weighted-Average Remaining Contractual Life (years) | 5 years 9 months 25 days |
Weighted-Average Exercise Price | $ 7.43 |
Number of Options Exercisable | shares | 3,166,270 |
Weighted-Average Remaining Contractual Life (years) | 5 years 9 months 25 days |
Weighted-Average Exercise Price, Options Exercisable | $ 7.43 |
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 8 months 16 days |
Weighted-Average Exercise Price | $ 0.26 |
Number of Options Exercisable | shares | 850,000 |
Weighted-Average Remaining Contractual Life (years) | 8 years 8 months 16 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 4 months 9 days |
Weighted-Average Exercise Price | $ 2.04 |
Number of Options Exercisable | shares | 1,050,673 |
Weighted-Average Remaining Contractual Life (years) | 6 years 4 months 9 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 8 months 19 days |
Weighted-Average Exercise Price | $ 12.56 |
Number of Options Exercisable | shares | 852,360 |
Weighted-Average Remaining Contractual Life (years) | 3 years 8 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) | 2 years 10 months 6 days |
Weighted-Average Exercise Price | $ 25.29 |
Number of Options Exercisable | shares | 413,237 |
Weighted-Average Remaining Contractual Life (years) | 2 years 10 months 6 days |
Weighted-Average Exercise Price, Options Exercisable | $ 25.29 |
Stockholder Protection Rights_2
Stockholder Protection Rights Plan (Details Narrative) - $ / shares | Nov. 12, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 13, 2019 |
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 | |||
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) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Operating loss carryforwards, expiration date | Expire in 2024 through 2037. |
Federal [Member] | |
Operating loss carryforwards | $ 327,600,000 |
Operating loss carryforwards, not subject to limitation | 17,000,000 |
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 |
State [Member] | Unrestricted [Member] | |
Operating loss carryforwards | $ 252,600,000 |
California [Member] | |
Operating loss carryforwards, expiration date | Expire in 2029 through 2039. |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Aldoxorubicin [Member] | |
Amount of milestone payment payable | $ 7,500,000 |
Milestone payment, description | We also have agreed to pay: commercially reasonable royalties based on a percentage of net sales (as defined in the agreement); a percentage of non-royalty sub-licensing income (as defined in the agreement); and milestones of $1 million for each additional final marketing approval that we obtain. |
Arimoclomol [Member] | |
Amount of milestone payment payable | $ 3,650,000 |
Innovivel [Member] | |
Future earnout merger consideration | $ 18,300,000 |