Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 0-15327 | |
Entity Registrant Name | CytRx Corporation | |
Entity Central Index Key | 0000799698 | |
Entity Tax Identification Number | 58-1642740 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 11726 San Vicente Blvd. | |
Entity Address, Address Line Two | Suite 650 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90049 | |
City Area Code | 310 | |
Local Phone Number | 826-5648 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 38,780,038 | |
Common Stock, par value $0.001 per share [Member] | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | CYTR | |
Series B Junior Participating Preferred Stock Purchase Rights [Member] | ||
Title of 12(b) Security | Series B Junior Participating Preferred Stock Purchase Rights |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 16,458,053 | $ 10,003,375 |
Insurance claim receivable | 1,075 | 325,105 |
Prepaid expenses and other current assets | 87,523 | 1,094,675 |
Total current assets | 16,546,651 | 11,423,155 |
Equipment and furnishings, net | 29,927 | 39,758 |
Other assets | 16,836 | 16,836 |
Operating lease right-of-use assets | 443,617 | 580,478 |
Total assets | 17,037,031 | 12,060,227 |
Current liabilities: | ||
Accounts payable | 1,167,945 | 1,402,054 |
Accrued expenses and other current liabilities | 1,433,334 | 1,190,910 |
Current portion of operating lease liabilities | 184,761 | 181,103 |
Total current liabilities | 2,786,040 | 2,774,067 |
Operating lease liabilities, net of current portion | 276,593 | 415,200 |
Total liabilities | 3,062,633 | 3,189,267 |
Preferred Stock, Series C 10% Convertible, $1,000 par value, 8,240 shares issued and outstanding | 4,022,700 | |
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; 38,780,038 shares issued and outstanding at September 30, 2021 and 36,480,038 shares issued and outstanding at December 31, 2020 | 38,780 | 36,480 |
Additional paid-in capital | 484,790,650 | 479,561,860 |
Accumulated deficit | (474,877,732) | (470,727,380) |
Total stockholders’ equity | 9,951,698 | 8,870,960 |
Total liabilities and stockholders’ equity | $ 17,037,031 | $ 12,060,227 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Preferred Stock, Dividend Rate, Percentage | 10.00% | |
Temporary Equity, Par or Stated Value Per Share | $ 1,000 | |
Temporary equity shares issued | 8,240 | 8,240 |
Temporary equity shares outstanding | 8,240 | 8,240 |
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 | 38,780,038 | 36,480,038 |
Common stock, shares outstanding | 38,780,038 | 36,480,038 |
Series B Junior Participating Preferred Stock [Member] | ||
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue: | ||||
Licensing revenue | ||||
Expenses: | ||||
Research and development | 592,768 | 819,950 | ||
General and administrative | 1,532,613 | 2,207,874 | 3,993,672 | 4,586,422 |
Total Expenses | 1,532,613 | 2,800,642 | 3,993,672 | 5,406,372 |
Loss from operations | (1,532,613) | (2,800,342) | (3,993,672) | (5,406,372) |
Other income (loss): | ||||
Liquidated damages expense | (164,800) | (164,800) | ||
Interest income | 4,383 | 21,302 | 13,365 | 112,016 |
Other income (loss), net | (2,223) | 4,782 | (5,245) | 5,522 |
Net loss | $ (1,695,253) | $ (2,774,558) | $ (4,150,352) | $ (5,288,834) |
Total basic and diluted loss per share | $ (0.04) | $ (0.08) | $ (0.11) | $ (0.16) |
Basic and diluted weighted-average shares outstanding | 38,472,346 | 35,195,082 | 37,069,376 | 34,070,562 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss from operations | $ (4,150,352) | $ (5,288,834) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 9,831 | 21,524 |
Stock-based compensation expense | 260,598 | |
Changes in assets and liabilities: | ||
Insurance claim receivable | 324,030 | 7,628 |
Prepaid expenses and other current assets | 1,007,152 | (464,063) |
Other assets | (9,246) | |
Amortization of right-of-use asset | 136,861 | 156,279 |
Accounts payable | (234,109) | 1,634,946 |
Decrease in lease liabilities | (134,949) | (145,609) |
Accrued expenses and other current liabilities | 242,424 | 285,145 |
Net cash used in operating activities | (2,799,112) | (3,541,631) |
Cash flows from investing activities: | ||
Purchase of fixed assets | (25,902) | |
Net cash used in investing activities | (25,902) | |
Cash flows from financing activities | ||
Net proceeds from issuance of common stock and investment option | 5,153,090 | |
Net proceeds from issuance of preferred stock | 4,022,700 | |
Proceeds from exercise of stock options | 78,000 | 39,000 |
Net cash from financing activities | 9,253,790 | 39,000 |
Net increase (decrease) in cash and cash equivalents | 6,454,678 | (3,528,532) |
Cash and cash equivalents at beginning of period | 10,003,375 | 16,130,410 |
Cash and cash equivalents at end of period | 16,458,053 | 12,601,878 |
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 | |
Insurance claims to offset accounts payable | $ 613,905 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 33,637 | $ 479,197,849 | $ (464,026,774) | $ 15,204,712 |
Beginning balance, shares at Dec. 31, 2019 | 33,637,501 | |||
Issuance of stock options/restricted stock for compensation and services | 86,662 | 86,662 | ||
Net loss | (1,172,786) | (1,172,786) | ||
Ending balance, value at Mar. 31, 2020 | $ 33,637 | 479,284,511 | (465,199,560) | 14,118,588 |
Ending balance, shares at Mar. 31, 2020 | 33,637,501 | |||
Beginning balance, value at Dec. 31, 2019 | $ 33,637 | 479,197,849 | (464,026,774) | 15,204,712 |
Beginning balance, shares at Dec. 31, 2019 | 33,637,501 | |||
Net loss | (5,288,834) | |||
Ending balance, value at Sep. 30, 2020 | $ 36,480 | 479,494,604 | (469,315,606) | 10,215,478 |
Ending balance, shares at Sep. 30, 2020 | 36,480,038 | |||
Beginning balance, value at Mar. 31, 2020 | $ 33,637 | 479,284,511 | (465,199,560) | 14,118,588 |
Beginning balance, shares at Mar. 31, 2020 | 33,637,501 | |||
Issuance of stock options/restricted stock for compensation and services | 86,659 | 86,659 | ||
Net loss | (1,341,490) | (1,341,490) | ||
Ending balance, value at Jun. 30, 2020 | $ 33,637 | 479,371,170 | (466,541,050) | 12,863,757 |
Ending balance, shares at Jun. 30, 2020 | 33,637,501 | |||
Exercise of stock options | $ 2,843 | 36,157 | 39,000 | |
Exercise of stock options, shares | 2,842,537 | |||
Issuance of stock options/restricted stock for compensation and services | 87,277 | 87,277 | ||
Net loss | (2,774,558) | (2,774,558) | ||
Ending balance, value at Sep. 30, 2020 | $ 36,480 | 479,494,604 | (469,315,606) | 10,215,478 |
Ending balance, shares at Sep. 30, 2020 | 36,480,038 | |||
Beginning balance, value at Dec. 31, 2020 | $ 36,480 | 479,561,860 | (470,727,380) | $ 8,870,960 |
Beginning balance, shares at Dec. 31, 2020 | 36,480,038 | |||
Net loss | (1,279,303) | $ (1,279,303) | ||
Ending balance, value at Mar. 31, 2021 | $ 36,480 | 479,561,860 | (472,006,683) | 7,591,657 |
Ending balance, shares at Mar. 31, 2021 | 36,480,038 | |||
Beginning balance, value at Dec. 31, 2020 | $ 36,480 | 479,561,860 | (470,727,380) | $ 8,870,960 |
Beginning balance, shares at Dec. 31, 2020 | 36,480,038 | |||
Exercise of stock options, shares | 300,000 | |||
Net loss | $ (4,150,352) | |||
Ending balance, value at Sep. 30, 2021 | $ 38,780 | 484,790,650 | (474,877,732) | 9,951,698 |
Ending balance, shares at Sep. 30, 2021 | 38,780,038 | |||
Beginning balance, value at Mar. 31, 2021 | $ 36,480 | 479,561,860 | (472,006,683) | 7,591,657 |
Beginning balance, shares at Mar. 31, 2021 | 36,480,038 | |||
Exercise of stock options | $ 300 | 77,700 | 78,000 | |
Exercise of stock options, shares | 300,000 | |||
Net loss | (1,175,796) | (1,175,796) | ||
Ending balance, value at Jun. 30, 2021 | $ 36,780 | 479,639,560 | (473,182,479) | 6,493,861 |
Ending balance, shares at Jun. 30, 2021 | 36,780,038 | |||
Issuance of common stock and preferred investment option | $ 2,000 | 5,151,090 | 5,153,090 | |
Issuance of common stock and preferred investment option, shares | 2,000,000 | |||
Net loss | (1,695,253) | (1,695,253) | ||
Ending balance, value at Sep. 30, 2021 | $ 38,780 | $ 484,790,650 | $ (474,877,732) | $ 9,951,698 |
Ending balance, shares at Sep. 30, 2021 | 38,780,038 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 September 30, 2021 and for the three-month and nine-month periods ended September 30, 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 (as amended, the “2020 Annual Report”). Liquidity and Capital Resources At September 30, 2021, we had cash and cash equivalents and short-term investments of approximately $ 16.5 million. Management believes that our current cash and cash equivalents and short-term investments will be sufficient to fund the Company’s operations for the foreseeable future. This estimate is based, in part, upon our currently projected expenditures for the remainder of 2021 and the first ten months of 2022 of approximately $ 6.5 million (unaudited) to fund operating activities. These projected expenditures exclude any payments related to liquidated damages or dividends to be paid on the Preferred Stock (as defined herein). The Company will continue to accrue dividend and liquidated damages payments totaling $ 0.7 million on a quarterly basis until shareholders approve an increase to the Company’s authorized shares of common stock (see Note 2). 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 the Company 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). The Company recognized a (loss) of approximately $ (7,400) ($9,500) 13,300 100 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. for the period. Diluted net income (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. 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, were as follows: Schedule of Shares Excluded from Computation of Diluted Loss Per Share 2021 2020 As of September 30, 2021 2020 Options to acquire common stock 2,862,700 3,162,700 Warrants to acquire common stock 4,167 193,196 Convertible preferred stock 9,336,637 — Investment option 11,363,637 — Shares excluded from computation of diluted loss per share 23,657,141 3,355,896 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. |
Financing Under Security Purcha
Financing Under Security Purchase Agreement | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Financing Under Security Purchase Agreement | 2. Financing Under Security Purchase Agreement On July 13, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single institutional investor (the “Investor”) for aggregate gross proceeds of $ 10 million and net proceeds of approximately $ 9.2 million. The transaction closed on July 16, 2021. Under the Purchase Agreement, the Company sold and issued (i) 2 million shares of its common stock at a purchase price of $ 0.88 per share for total gross proceeds of approximately $ 1.76 million in a registered direct offering (the “Registered Direct Offering”) and (ii) 8,240 shares of Series C 10.00 % Convertible Preferred Stock (the “Preferred Stock”) at a purchase price of $ 1,000 per share, for aggregate gross proceeds of approximately $ 8.24 million, in a concurrent private placement (the “Private Placement” and, together with the Registered Direct Offering, the “July 2021 Offerings”). The shares of the Preferred Stock are convertible, upon shareholder approval as described below, into an aggregate of up to 9,363,637 shares of common stock at a conversion price of $ 0.88 per share. Holders of the Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends at the rate per share (as a percentage of the stated value per share) of 10.00 The terms of the Preferred Stock include beneficial ownership limitations that preclude conversion that would result in the Investor owning in excess of 9.99% of the Company’s outstanding shares of common stock 11,363,637 10 0.88 The Preferred Investment Option has a term equal to five and one-half years commencing upon the Company increasing its authorized common stock following shareholder approval. The Company held a special meeting of stockholders on September 23, 2021 at which time the shareholders did not approve the proposal to increase the Company’s authorized common stock. The Company is committed to holding another meeting in the first quarter of 2022 to obtain approval for this increase in authorized common stock. In the meantime, the Company is liable for liquidated damages in the monthly amount of $ 164,800 , with the first such payment having been made and expensed on September 29, 2021. On October 1, 2021, the Company paid a quarterly 10 % dividend to the Investor in the amount of $ 171,668 . The Company determined that the relative fair value of (i) the 2,000,000 859,218 8,240 4,022,700 4,293,872 recorded as Additional Paid in Capital the fair value of the common stock and Preferred Investment Option of $ 5,153,090 , and the fair value of the Series 4,022,700 Terms of Series C Preferred Stock Under the Certificate of the Designations, Powers, Preferences and Rights of Series C 10.00 Certificate of Designations Company Initiated Conversion 41,666,666 1,000 Series C Stated Value 0.88 The Certificate of Designations contains limitations that prevent the holder thereof from acquiring shares of common stock upon conversion that would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 9.99% of the total number of shares of common stock outstanding immediately after giving effect to the conversion (the “ Beneficial Ownership Limitation Each holder of shares of Preferred Stock is entitled to receive dividends, commencing from the date of issuance of the Preferred Stock. Such dividends may be paid only when, as and if declared by the Board of Directors of the Company (the “ Board 10.00 Under the Certificate of Designations, each share of Series C Preferred Stock carries a liquidation preference equal to the Series C Stated Value plus accrued and unpaid and accumulated dividends thereon. The holders of the Series C Preferred Stock may vote their shares of Preferred Stock on an as-converted basis, subject to the Beneficial Ownership Limitation (which Beneficial Ownership Limitation shall be calculated on a basis which includes the number of shares of common stock which are issuable upon conversion of the unconverted Series C Stated Value beneficially owned by a holder or any of its affiliates or attribution parties on all matters submitted to the holders of common stock for approval). The Company may not take the following actions without the prior consent of the holders of at least a majority of the Preferred Stock then outstanding: (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Certificate of Designations, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation (as defined in the Certificate of Designations) senior to, or otherwise pari Terms of Preferred Investment Option The Preferred Investment Option to purchase up to 11,363,637 0.88 The Preferred Investment Option have a term of five and one-half years from the Authorized Share Increase Date. The holders of the Preferred Investment Option may exercise the Preferred Investment Option on a cashless basis, solely to the extent there is no effective registration statement registering, or the prospectus in such registration statement is not available for the resale of the shares of common stock issuable at the time of exercise. The Company is prohibited from effecting an exercise of any Preferred Investment Option to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 9.99% of the total number of shares of common stock outstanding immediately after giving effect to the exercise of the Preferred Investment Options by the holder (the “ PIO Beneficial Ownership Limitation Until the Authorized Share Increase Date, the Company may not issue any shares of common stock upon exercise of the Preferred Investment Option. Registration Rights Agreement In connection with the July 2021 Offerings, the Company entered into a registration rights agreement, dated as of July 13, 2021 (the “Registration Rights Agreement”), with the investor named therein, pursuant to which the Company will undertake to file, within five calendar days of the date of the filing of the proxy statement seeking the Stockholder Approval, a resale registration statement to register the shares of common stock issuable upon: (i) the conversion of the Preferred Stock sold in the Private Placement and (ii) the exercise of the Preferred Investment Option (the “ Registrable Securities 2.0 24 1,977,600 18 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Lessee Disclosure [Abstract] | |
Leases | 3. 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 2,771 February 29, 2024 right to extend the term for an additional five-year period, subject to the terms and conditions set forth in the lease agreement. 13,855 3.5 1,370 2.5 715,310 66,271 As of September 30, 2021, the balance of right-of-use assets was approximately $ 444,000 461,000 Future minimum lease payments under non-cancelable operating leases under ASC 842 as of September 30, 2021 are as follows: Schedule of Future Minimum Lease Payments Operating October 2021 – September 2022 $ 198,385 October 2022 – September 2023 199,263 October 2023 – March 2024 84,261 Total future minimum lease payments 481,909 Less: present value adjustment 20,555 Operating lease liabilities at September 30, 2021 461,354 Less: current portion of operating lease liabilities 184,761 Operating lease liabilities, net of current portion $ 276,593 The components of rent expense and supplemental cash flow information related to leases for the period are as follows: Schedule of Rent Expense and Supplemental Cash Flow Information Related to Leases Period Ended Lease Cost Operating lease cost (included in General and administrative expenses in the Company’s condensed Consolidated Statements of Operations) $ 149,197 Other information Cash paid for amounts included in the measurement of lease liabilities for the period ended September 30, 2021 $ 141,900 Weighted average remaining lease term – operating leases (in years) 2.4 Average discount rate 3.6 |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | 4. Stock Based Compensation The Company has a 2008 Stock Incentive Plan under which 5 2.3 0.8 November 20, 2018 In November 2019, the Company adopted a 2019 Stock Incentive Plan under which 5.4 0.6 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: Schedule of Stock-based Compensation Expense Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 General and administrative — employee — $ 87,277 — $ 260,598 Total employee stock-based compensation $ — $ 87,277 $ — $ 260,598 Stock Options There were no Presented below is our stock option activity: Schedule of Stock Options Activity Nine Months Ended September 30, 2021 Number of Options ( ) Number of Options (Non-Employees) Total Number of Options Weighted-Average Exercise Price Outstanding at January 1, 2021 2,801,270 365,000 3,166,270 $ 7.43 Exercised (300,000 ) — (300,000 ) $ 0.26 Forfeited or expired (3,570 ) — (3,570 ) $ 30.24 Outstanding at September 30, 2021 2,497,700 365,000 2,862,700 $ 8.15 Exercisable at September 30, 2021 2,497,700 365,000 2,862,700 $ 8.15 The following table summarizes significant ranges of outstanding stock options under our plans at September 30, 2021: Schedule of Ranges of Stock Options Range of Exercise Prices 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 1.00 550,000 8.21 $ 0.26 550,000 8.21 $ 0.26 $ 1.01 3.00 1,050,673 5.86 $ 2.04 1,050,673 5.86 $ 2.04 $ 3.01 15.00 852,360 3.22 $ 12.56 852,360 3.22 $ 12.56 $ 15.01 42.42 409,667 2.37 $ 25.24 409,667 2.37 $ 25.24 2,862,700 5.02 $ 3.32 2,862,700 5.02 $ 3.32 During the three and nine-month periods ended September 30, 2021, the Company recorded no stock compensation costs as all options had previously vested, as compared to $ 30,392 91,179 no During the nine months ended September 30, 2021, options to acquire 300,000 78,000 The aggregate intrinsic value of the outstanding options and options vested as of September 30, 2021 was $ 0.2 Stock Warrants At December 31, 2020, the Company had 193,196 8.60 189,029 4,167 10.44 4,167 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 an employee stock-based compensation expense for restricted stock of $ 56,885 and $ 169,419 respectively, for the three and nine-month periods ended September 30, 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 | 9 Months Ended |
Sep. 30, 2021 | |
Stockholder Protection Rights Plan | |
Stockholder Protection Rights Plan | 5. 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 0.01 5.00 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 | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes At December 31, 2020, we had federal and state net operating loss carryforwards of $ 327.6 252.6 310.3 17.0 expire in 2029 through 2039 258.3 252.6 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Commitments Aldoxorubicin We have an agreement with Vergell Medical (formerly with KTB) (“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 ● 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 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 As of September 30, 2021 and December 31, 2020, no 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 primarily 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) | 9 Months Ended |
Sep. 30, 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 September 30, 2021 and for the three-month and nine-month periods ended September 30, 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 (as amended, the “2020 Annual Report”). |
Liquidity and Capital Resources | Liquidity and Capital Resources At September 30, 2021, we had cash and cash equivalents and short-term investments of approximately $ 16.5 million. Management believes that our current cash and cash equivalents and short-term investments will be sufficient to fund the Company’s operations for the foreseeable future. This estimate is based, in part, upon our currently projected expenditures for the remainder of 2021 and the first ten months of 2022 of approximately $ 6.5 million (unaudited) to fund operating activities. These projected expenditures exclude any payments related to liquidated damages or dividends to be paid on the Preferred Stock (as defined herein). The Company will continue to accrue dividend and liquidated damages payments totaling $ 0.7 million on a quarterly basis until shareholders approve an increase to the Company’s authorized shares of common stock (see Note 2). 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 the Company 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). The Company recognized a (loss) of approximately $ (7,400) ($9,500) 13,300 100 |
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. for the period. Diluted net income (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. 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, were as follows: Schedule of Shares Excluded from Computation of Diluted Loss Per Share 2021 2020 As of September 30, 2021 2020 Options to acquire common stock 2,862,700 3,162,700 Warrants to acquire common stock 4,167 193,196 Convertible preferred stock 9,336,637 — Investment option 11,363,637 — Shares excluded from computation of diluted loss per share 23,657,141 3,355,896 |
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. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Shares Excluded from Computation of Diluted Loss Per Share | Schedule of Shares Excluded from Computation of Diluted Loss Per Share 2021 2020 As of September 30, 2021 2020 Options to acquire common stock 2,862,700 3,162,700 Warrants to acquire common stock 4,167 193,196 Convertible preferred stock 9,336,637 — Investment option 11,363,637 — Shares excluded from computation of diluted loss per share 23,657,141 3,355,896 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Lessee Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under non-cancelable operating leases under ASC 842 as of September 30, 2021 are as follows: Schedule of Future Minimum Lease Payments Operating October 2021 – September 2022 $ 198,385 October 2022 – September 2023 199,263 October 2023 – March 2024 84,261 Total future minimum lease payments 481,909 Less: present value adjustment 20,555 Operating lease liabilities at September 30, 2021 461,354 Less: current portion of operating lease liabilities 184,761 Operating lease liabilities, net of current portion $ 276,593 |
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: Schedule of Rent Expense and Supplemental Cash Flow Information Related to Leases Period Ended Lease Cost Operating lease cost (included in General and administrative expenses in the Company’s condensed Consolidated Statements of Operations) $ 149,197 Other information Cash paid for amounts included in the measurement of lease liabilities for the period ended September 30, 2021 $ 141,900 Weighted average remaining lease term – operating leases (in years) 2.4 Average discount rate 3.6 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 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: Schedule of Stock-based Compensation Expense Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 General and administrative — employee — $ 87,277 — $ 260,598 Total employee stock-based compensation $ — $ 87,277 $ — $ 260,598 |
Schedule of Stock Options Activity | Presented below is our stock option activity: Schedule of Stock Options Activity Nine Months Ended September 30, 2021 Number of Options ( ) Number of Options (Non-Employees) Total Number of Options Weighted-Average Exercise Price Outstanding at January 1, 2021 2,801,270 365,000 3,166,270 $ 7.43 Exercised (300,000 ) — (300,000 ) $ 0.26 Forfeited or expired (3,570 ) — (3,570 ) $ 30.24 Outstanding at September 30, 2021 2,497,700 365,000 2,862,700 $ 8.15 Exercisable at September 30, 2021 2,497,700 365,000 2,862,700 $ 8.15 |
Schedule of Ranges of Stock Options | The following table summarizes significant ranges of outstanding stock options under our plans at September 30, 2021: Schedule of Ranges of Stock Options Range of Exercise Prices 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 1.00 550,000 8.21 $ 0.26 550,000 8.21 $ 0.26 $ 1.01 3.00 1,050,673 5.86 $ 2.04 1,050,673 5.86 $ 2.04 $ 3.01 15.00 852,360 3.22 $ 12.56 852,360 3.22 $ 12.56 $ 15.01 42.42 409,667 2.37 $ 25.24 409,667 2.37 $ 25.24 2,862,700 5.02 $ 3.32 2,862,700 5.02 $ 3.32 |
Schedule of Shares Excluded fro
Schedule of Shares Excluded from Computation of Diluted Loss Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from computation of diluted loss per share | 23,657,141 | 3,355,896 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from computation of diluted loss per share | 9,336,637 | |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from computation of diluted loss per share | 2,862,700 | 3,162,700 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from computation of diluted loss per share | 4,167 | 193,196 |
Investment Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from computation of diluted loss per share | 11,363,637 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cash and cash equivalents and short-term investments | $ 16,500,000 | $ 16,500,000 | ||
Dividend and liquidated damages | 700,000 | |||
Foreign exchange gain (loss) | $ (7,400) | $ 13,300 | (9,500) | $ 100 |
Reminder 2021 and First Seven Months of 2021 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Projected expenditures | $ 6,500,000 |
Financing Under Security Purc_2
Financing Under Security Purchase Agreement (Details Narrative) - USD ($) | Oct. 01, 2021 | Jul. 13, 2021 | Jul. 13, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 29, 2021 | Dec. 31, 2020 | Dec. 13, 2019 |
Purchase price per share | $ 5 | ||||||||
Dividend percentage | 10.00% | ||||||||
Gross proceeds | $ 4,022,700 | ||||||||
Common stock, shares authorized | 41,666,666 | 41,666,666 | 41,666,666 | ||||||
Stated value per share | $ 1,000 | ||||||||
Common Stock [Member] | |||||||||
Shares issued during period | 2,000,000 | ||||||||
Preferred Investment Option [Member] | |||||||||
Shares issuable upon exercise of option | 11,363,637 | ||||||||
Option price per share | $ 0.88 | ||||||||
Option terms | The Preferred Investment Option have a term of five and one-half years from the Authorized Share Increase Date. The holders of the Preferred Investment Option may exercise the Preferred Investment Option on a cashless basis, solely to the extent there is no effective registration statement registering, or the prospectus in such registration statement is not available for the resale of the shares of common stock issuable at the time of exercise. The Company is prohibited from effecting an exercise of any Preferred Investment Option to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 9.99% of the total number of shares of common stock outstanding immediately after giving effect to the exercise of the Preferred Investment Options by the holder (the “PIO Beneficial Ownership Limitation”), except that upon notice from the holder to the Company, the holder may increase or decrease the amount of ownership of outstanding shares of Common Stock after exercising the holder’s Preferred Investment Option, provided that the PIO Beneficial Ownership Limitation in no event exceeds 9.99% of the number of outstanding shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of the Preferred Investment Option held by the holder and provided that any increase in the PIO Beneficial Ownership Limitation shall not be effective until 61 days following notice to the Company. | ||||||||
Series C Convertible Preferred Stock [Member] | |||||||||
Dividend percentage | 10.00% | ||||||||
Conversion price per share | $ 0.88 | $ 0.88 | |||||||
Preferred stock terms | The Certificate of Designations contains limitations that prevent the holder thereof from acquiring shares of common stock upon conversion that would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 9.99% of the total number of shares of common stock outstanding immediately after giving effect to the conversion (the “Beneficial Ownership Limitation”), except that upon notice from the holder to the Company, the holder may increase or decrease the amount of ownership of outstanding shares of common stock after converting the holder’s shares of Series C Preferred Stock, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of outstanding shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the shares of Series C Preferred Stock held by the holder and provided that any increase in the Beneficial Ownership Limitation shall not be effective until 61 days following notice to the Company | ||||||||
Stated value per share | $ 1,000 | $ 1,000 | |||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||
Shares issued during period | 2,000,000 | ||||||||
Fair value of shares issued | $ 859,218 | ||||||||
Securities Purchase Agreement [Member] | Series C Convertible Preferred Stock [Member] | |||||||||
Shares issued during period | 8,240 | ||||||||
Fair value of shares issued | $ 4,022,700 | ||||||||
Adjustments to Additional Paid in Capital, Fair Value | 4,022,700 | ||||||||
Securities Purchase Agreement [Member] | Preferred Investment Option [Member] | |||||||||
Other Liabilities, Fair Value Disclosure | 4,293,872 | ||||||||
Securities Purchase Agreement [Member] | Common Stock and Preferred Investment Option [Member] | |||||||||
Adjustments to Additional Paid in Capital, Fair Value | 5,153,090 | ||||||||
Securities Purchase Agreement [Member] | Investor [Member] | |||||||||
Gross proceeds | 10,000,000 | ||||||||
Net proceeds | $ 9,200,000 | ||||||||
Shares issued during period | 2,000,000 | ||||||||
Purchase price per share | $ 0.88 | ||||||||
Gross proceeds | $ 1,760,000 | ||||||||
Liquidated damages | $ 164,800 | ||||||||
Securities Purchase Agreement [Member] | Investor [Member] | Preferred Investment Option [Member] | |||||||||
Shares issuable upon exercise of option | 11,363,637 | ||||||||
Value of option | $ 10,000,000 | ||||||||
Option price per share | $ 0.88 | ||||||||
Securities Purchase Agreement [Member] | Investor [Member] | Series C Convertible Preferred Stock [Member] | |||||||||
Shares issued during period | 8,240 | ||||||||
Purchase price per share | $ 1,000 | ||||||||
Dividend percentage | 10.00% | 10.00% | |||||||
Gross proceeds | $ 8,240,000 | ||||||||
Number of shares issuable upon conversion | 9,363,637 | ||||||||
Conversion price per share | $ 0.88 | ||||||||
Preferred stock terms | The terms of the Preferred Stock include beneficial ownership limitations that preclude conversion that would result in the Investor owning in excess of 9.99% of the Company’s outstanding shares of common stock | ||||||||
Payments of Dividends | $ 171,668 | ||||||||
Registration Rights Agreement [Member] | |||||||||
Liquidated damages | $ 1,977,600 | ||||||||
Percentage of liquidated damages | 2.00% | ||||||||
Percentage of intreset payable on liquidated damages | 18.00% | ||||||||
Registration Rights Agreement [Member] | Maximum [Member] | |||||||||
Percentage of liquidated damages | 24.00% |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Jan. 31, 2020 |
Lessee Disclosure [Abstract] | |||
October 2021 - September 2022 | $ 198,385 | ||
October 2022 - September 2023 | 199,263 | ||
October 2023 - March 2024 | 84,261 | ||
Total future minimum lease payments | 481,909 | ||
Less: present value adjustment | 20,555 | ||
Operating lease liabilities at September 30, 2021 | 461,354 | $ 715,310 | |
Less: current portion of operating lease liabilities | 184,761 | $ 181,103 | |
Operating lease liabilities, net of current portion | $ 276,593 | $ 415,200 |
Schedule of Rent Expense and Su
Schedule of Rent Expense and Supplemental Cash Flow Information Related to Leases (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Lessee Disclosure [Abstract] | |
Operating lease cost (included in General and administrative expenses in the Company's condensed Consolidated Statements of Operations) | $ 149,197 |
Cash paid for amounts included in the measurement of lease liabilities for the period ended March 31, 2021 | $ 141,900 |
Weighted average remaining lease term - operating leases (in years) | 2 years 4 months 24 days |
Average discount rate | 3.60% |
Leases (Details Narrative)
Leases (Details Narrative) | Jan. 31, 2020USD ($)ft² | Feb. 29, 2020USD ($) | Jan. 31, 2020USD ($)ft² | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Lease term | four-year | ||||
Area of land | ft² | 2,771 | 2,771 | |||
Lease expiration date | Feb. 29, 2024 | ||||
Lease option to extend | right to extend the term for an additional five-year period, subject to the terms and conditions set forth in the lease agreement. | ||||
Payments for Rent | $ 1,370 | $ 13,855 | |||
Annual percentage increased in monthly rent | 2.50% | 3.50% | |||
Right of use asset | $ 715,310 | $ 715,310 | $ 443,617 | $ 580,478 | |
Lease liability obligation | $ 715,310 | $ 715,310 | 461,354 | ||
Revision of Prior Period, Reclassification, Adjustment [Member] | Other Assets [Member] | |||||
Right of use asset | $ 66,271 |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total employee stock-based compensation | $ 260,598 | |||
Share-based Payment Arrangement, Employee [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total employee stock-based compensation | $ 87,277 | 260,598 | ||
General and Administrative Expense [Member] | Share-based Payment Arrangement, Employee [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total employee stock-based compensation | $ 87,277 | $ 260,598 |
Schedule of Stock Options Activ
Schedule of Stock Options Activity (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Options, Outstanding at beginning of year | 3,166,270 |
Weighted Average Exercise Price Options, Outstanding at beginning of year | $ / shares | $ 7.43 |
Stock Options, Exercised | (300,000) |
Weighted Average Exercise Price Options, Exercised | $ / shares | $ 0.26 |
Stock Options, Forfeited or expired | (3,570) |
Weighted Average Exercise Price Options, Forfeited or expired | $ / shares | $ 30.24 |
Stock Options, Outstanding at end of year | 2,862,700 |
Weighted Average Exercise Price Options, Outstanding at end of year | $ / shares | $ 8.15 |
Stock Options, Exercisable at end of year | 2,862,700 |
Weighted Average Exercise Price Options, Exercisable at end of year | $ / shares | $ 8.15 |
Share-based Payment Arrangement, Employee [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Options, Outstanding at beginning of year | 2,801,270 |
Stock Options, Exercised | (300,000) |
Stock Options, Forfeited or expired | (3,570) |
Stock Options, Outstanding at end of year | 2,497,700 |
Stock Options, Exercisable at end of year | 2,497,700 |
Share-based Payment Arrangement, Nonemployee [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Options, Outstanding at beginning of year | 365,000 |
Stock Options, Exercised | |
Stock Options, Forfeited or expired | |
Stock Options, Outstanding at end of year | 365,000 |
Stock Options, Exercisable at end of year | 365,000 |
Schedule of Ranges of Stock Opt
Schedule of Ranges of Stock Options (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options Outstanding | shares | 2,862,700 |
Weighted-Average Remaining Contractual Life (years) | 5 years 7 days |
Weighted-Average Exercise Price | $ 3.32 |
Number of Options Exercisable | shares | 2,862,700 |
Weighted-Average Remaining Contractual Life (years) | 5 years 7 days |
Weighted-Average Exercise Price, Options Exercisable | $ 3.32 |
Share-based Payment Arrangement, Option [Member] | Exercise Price Range One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Lower Range | 0.26 |
Range of Exercise Prices, Upper Range | $ 1 |
Number of Options Outstanding | shares | 550,000 |
Weighted-Average Remaining Contractual Life (years) | 8 years 2 months 15 days |
Weighted-Average Exercise Price | $ 0.26 |
Number of Options Exercisable | shares | 550,000 |
Weighted-Average Remaining Contractual Life (years) | 8 years 2 months 15 days |
Weighted-Average Exercise Price, Options Exercisable | $ 0.26 |
Share-based Payment Arrangement, Option [Member] | Exercise Price Range Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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) | 5 years 10 months 9 days |
Weighted-Average Exercise Price | $ 2.04 |
Number of Options Exercisable | shares | 1,050,673 |
Weighted-Average Remaining Contractual Life (years) | 5 years 10 months 9 days |
Weighted-Average Exercise Price, Options Exercisable | $ 2.04 |
Share-based Payment Arrangement, Option [Member] | Exercise Price Range Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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 2 months 19 days |
Weighted-Average Exercise Price | $ 12.56 |
Number of Options Exercisable | shares | 852,360 |
Weighted-Average Remaining Contractual Life (years) | 3 years 2 months 19 days |
Weighted-Average Exercise Price, Options Exercisable | $ 12.56 |
Share-based Payment Arrangement, Option [Member] | Exercise Price Range Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Lower Range | 15.01 |
Range of Exercise Prices, Upper Range | $ 42.42 |
Number of Options Outstanding | shares | 409,667 |
Weighted-Average Remaining Contractual Life (years) | 2 years 4 months 13 days |
Weighted-Average Exercise Price | $ 25.24 |
Number of Options Exercisable | shares | 409,667 |
Weighted-Average Remaining Contractual Life (years) | 2 years 4 months 13 days |
Weighted-Average Exercise Price, Options Exercisable | $ 25.24 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Nov. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation, outstanding stock options | 2,862,700 | 2,862,700 | 3,166,270 | |||||
Options granted | 0 | 0 | ||||||
Stock-based compensation expense | $ 260,598 | |||||||
Unrecognized compensation expense related to unvested stock options | $ 0 | $ 0 | ||||||
Stock issued during period acquisitions, shares | 300,000 | |||||||
Proceeds from stock options exercised | $ 78,000 | 39,000 | ||||||
Aggregate intrinsic value of outstanding options and vested options | $ 200,000 | $ 200,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,167 | 4,167 | 193,196 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10.44 | $ 10.44 | $ 8.60 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations | 189,029 | |||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 0 | |||||||
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 30,392 | $ 91,179 | ||||||
Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 56,885 | $ 169,419 | ||||||
Restricted Stock [Member] | Steven Kriegsman [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 387,597 | 387,597 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | 3 years | ||||||
Fair value of restricted stock | $ 679,000 | $ 1,000,000 | ||||||
2008 Stock Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of common stock reserved for future issuance | 5,000,000 | 5,000,000 | ||||||
Share-based compensation, outstanding stock options | 2,300,000 | 2,300,000 | ||||||
Expiration date | Nov. 20, 2018 | |||||||
2008 Stock Incentive Plan [Member] | Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation, outstanding stock options | 800,000 | 800,000 | ||||||
2019 Stock Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of common stock reserved for future issuance | 5,400,000 | |||||||
Share-based compensation, outstanding stock options | 600,000 | 600,000 | ||||||
Expiration date | Nov. 14, 2029 |
Stockholder Protection Rights_2
Stockholder Protection Rights Plan (Details Narrative) - $ / shares | Nov. 12, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 13, 2019 |
Stockholder Protection Rights Plan | ||||
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. | |||
Dividend payment terms | 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. |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 327.6 |
Operating loss carryforwards, not subject to limitation | 17 |
Domestic Tax Authority [Member] | Expire in 2024 Through 2037 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 310.3 |
Domestic Tax Authority [Member] | Unrestricted [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 258.3 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 252.6 |
State and Local Jurisdiction [Member] | CALIFORNIA | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards, expiration date | expire in 2029 through 2039 |
State and Local Jurisdiction [Member] | Unrestricted [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 252.6 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 30, 2020 |
Product Liability Contingency [Line Items] | ||
Other Notes Payable | $ 0 | $ 0 |
Aldoxorubicin [Member] | ||
Product Liability Contingency [Line Items] | ||
Amount of milestone payment payable | 7,500,000 | |
Arimoclomol [Member] | ||
Product Liability Contingency [Line Items] | ||
Amount of milestone payment payable | 3,650,000 | |
Innovivel [Member] | ||
Product Liability Contingency [Line Items] | ||
Future earnout merger consideration | $ 18,300,000 |