Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 23, 2022 | Jun. 30, 2021 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-15327 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 35.4 | ||
Entity Common Stock, Shares Outstanding | 38,801,422 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 572 | ||
Auditor Name | Weinberg & Company | ||
Auditor Location | Los Angeles, California | ||
Common Stock, $0.001 par value per share | |||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | CYTR | ||
Series B Junior Participating Preferred Stock Purchase Rights [Member] | |||
Title of 12(b) Security | Series B Junior Participating Preferred Stock Purchase Rights |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 6,769,603 | $ 10,003,375 |
Insurance claim receivable | 200,000 | 325,105 |
Prepaid expenses and other current assets | 1,310,382 | 1,094,675 |
Total current assets | 8,279,985 | 11,423,155 |
Equipment and furnishings, net | 32,784 | 39,758 |
Other assets | 16,836 | 16,836 |
Operating lease right-of-use assets | 397,172 | 580,478 |
Total assets | 8,726,777 | 12,060,227 |
Current liabilities: | ||
Accounts payable | 1,470,652 | 1,402,054 |
Accrued expenses and other current liabilities | 2,064,506 | 1,190,910 |
Current portion of operating lease obligations | 198,819 | 181,103 |
Total current liabilities | 3,733,977 | 2,774,067 |
Operating lease liabilities, net of current portion | 216,381 | 415,200 |
Total liabilities | 3,950,358 | 3,189,267 |
Preferred Stock, Series C 10% Convertible, $1,000 par value, 8,240 shares issued and outstanding | 4,022,700 | |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock, $0.01 par value, 833,333 shares authorized, including 50,000 shares of Series B Junior Participating Preferred Stock; no shares issued and outstanding at December 31, 2021 and 2020, respectively | ||
Common stock, $0.001 par value, 62,393,940 shares authorized; 38,780,038 and 36,480,038 shares issued and outstanding at December 31, 2021 and 2020, respectively | 38,780 | 36,480 |
Additional paid-in capital | 484,790,650 | 479,561,860 |
Accumulated deficit | (484,075,711) | (470,727,380) |
Total stockholders’ equity | 753,719 | 8,870,960 |
Total liabilities and stockholders’ equity | $ 8,726,777 | $ 12,060,227 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Preferred stock, dividend rate, percentage | 1000.00% | 1000.00% |
Temporary equity, par value | $ 1,000 | $ 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 | 62,393,940 | 62,393,940 |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | ||
Licensing revenue | ||
Expenses: | ||
Research and development | 799,577 | |
General and administrative | 5,966,415 | 6,000,537 |
Settlement with former Chief Executive Officer | 6,096,597 | |
Depreciation and amortization | 13,978 | 29,037 |
Total operation expenses | 12,076,990 | 6,829,151 |
Loss from operations | (12,076,990) | (6,829,151) |
Other income (expense): | ||
Liquidated damages expense | (1,109,653) | |
Interest income | 16,822 | 119,274 |
Other income (expense), net | (6,842) | 10,071 |
Loss before provision for income taxes | (13,176,663) | (6,699,806) |
Provision for income taxes | (800) | |
Net Loss | (13,176,663) | (6,700,606) |
Dividends paid on preferred shares | (171,668) | |
Net loss attributable to common stockholders | $ (13,348,331) | $ (6,700,606) |
Basic and diluted loss per share | $ (0.35) | $ (0.19) |
Basic and diluted weighted average shares outstanding | 37,584,695 | 34,651,334 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock [Member]Series B Preferred Stock [Member] | 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 | |
Begning Balance, shares at Dec. 31, 2019 | 33,637,501 | ||||
Issuance of common stock and preferred investment option | 327,854 | 327,854 | |||
Exercise of stock options | $ 2,843 | 36,157 | 39,000 | ||
Exercise of stock options, shares | 2,842,537 | ||||
Net loss | (6,700,606) | (6,700,606) | |||
Ending balance, value at Dec. 31, 2020 | $ 36,480 | 479,561,860 | (470,727,380) | 8,870,960 | |
Ending balance, shares at Dec. 31, 2020 | 36,480,038 | ||||
Issuance of common stock and preferred investment option | $ 2,000 | 5,151,090 | 5,153,090 | ||
Exercise of stock options | $ 300 | 77,700 | 78,000 | ||
Exercise of stock options, shares | 300,000 | ||||
Net loss | (13,176,663) | (13,176,663) | |||
Issuance of common stock and preferred investment option, shares | 2,000,000 | ||||
Preferred dividend | (171,668) | (171,668) | |||
Ending balance, value at Dec. 31, 2021 | $ 38,780 | $ 484,790,650 | $ (484,075,711) | $ 753,719 | |
Ending balance, shares at Dec. 31, 2021 | 38,780,038 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss from operations | $ (13,176,663) | $ (6,700,606) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 13,978 | 29,037 |
Loss on retirement of equipment and furnishings | ||
Stock-based compensation expense | 327,854 | |
Changes in assets and liabilities: | ||
Insurance receivable | 125,105 | 7,628 |
Prepaid expenses and other current assets | (215,707) | (94,449) |
Reduction of right of-use assets | 183,306 | 201,103 |
Accounts payable | 68,598 | 189,114 |
Other assets | (9,246) | |
Decrease in lease liabilities | (181,103) | (119,007) |
Accrued expenses and other current liabilities | 873,596 | 28,439 |
Net cash used in operating activities | (12,308,890) | (6,140,133) |
Cash flows from investing activities: | ||
Purchases of equipment and furnishings | (7,004) | (25,902) |
Net cash used in investing activities | (7,004) | (25,902) |
Cash flows from financing activities: | ||
Net proceeds from Security Purchase Agreement | 9,175,790 | |
Preferred stock dividend | (171,668) | |
Proceeds from the exercise of stock options | 78,000 | 39,000 |
Net cash provided by financing activities | 9,082,122 | 39,000 |
Net decrease in cash and cash equivalents | (3,233,772) | (6,127,035) |
Cash and cash equivalents at beginning of year | 10,003,375 | 16,130,410 |
Cash and cash equivalents at end of year | 6,769,603 | 10,003,375 |
Supplemental disclosures of Cash Flow Information: | ||
Recognition of operating lease right-of-use assets and obligations under ASC Topic 842 | 715,310 | |
Reclassification of right-of-use assets, from prepaid expenses | 66,271 | |
Insurance claims to offset accounts payable | $ 200,000 | $ 325,105 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 1. Nature of Business CytRx Corporation (“CytRx”) is a biopharmaceutical research and development company specializing in oncology. The Company’s focus has been on the discovery, research and clinical development of novel anti-cancer drug candidates that employ novel linker technologies to enhance the accumulation and release of cytotoxic anti-cancer agents at the tumor. During 2017, CytRx’s discovery laboratory, located in Freiburg, Germany, synthesized and tested over 75 rationally designed drug conjugates with highly potent payloads, culminating in the creation of two distinct classes of compounds. Four lead candidates (LADR-7 through LADR-10) were selected based on in vitro On June 1, 2018, CytRx launched Centurion BioPharma Corporation (“Centurion”), a private subsidiary, and transferred all of its assets, liabilities and personnel associated with the laboratory operations in Freiburg, Germany. In connection with said transfer, the Company and Centurion entered into a Management Services Agreement whereby the Company agreed to render advisory, consulting, financial and administrative services to Centurion, for which Centurion shall reimburse the Company for the cost of such services plus a 5 We are a Delaware corporation, incorporated in 1985. Our corporate offices are located at 11726 San Vicente Boulevard, Suite 650, Los Angeles, California 90049, and our telephone number is (310) 826-5648. Our web site is located at http://www.cytrx.com. We do not incorporate by reference into this Annual Report the information on, or accessible through, our website, and you should not consider it as part of this Annual Report. LADR Drug Discovery Platform and Centurion Centurion’s LADR™ (Linker Activated Drug Release) is a platform for formulating cytotoxic cancer drugs that offer improved efficacy with reduced side effects. LADR combines our expertise in linker chemistry and albumin biology to create a pipeline of anti-cancer molecules that deliver prodrugs to the tumor environment and then activate the drug inside the tumor. Such a trojan horse strategy reduces off-target side effects outside the tumor, thus allowing 10-1,000 fold higher dosing to be given. The first-generation (“gen”) product candidate employing our tumor targeting and drug release system is aldoxorubicin, described below. Our next-gen products are composed of two classes of ultra-high potency albumin-binding drug conjugates, termed LADR 7 through LADR 10. These drug conjugates combine the proprietary LADR™ linkers with novel derivatives of the auristatin and maytansinoid drug classes. These payloads historically have required a targeting antibody for successful administration to humans. Our drug conjugates eliminate the need for a targeting antibody and provide a small molecule therapeutic option with potential broader applicability. Centurion’s postulated mechanism of action for the albumin-binding drug conjugates is as follows: ● after administration, the linker portion of the drug conjugate forms a rapid and specific covalent bond to the cysteine-34 position of circulating albumin; ● circulating albumin preferentially accumulates at the tumors, bypassing concentration in other non-tumor sites, including the heart, liver and gastrointestinal tract due to a mechanism called “Enhanced Permeability and Retention”; ● once localized at the tumor, the acid-sensitive linker is cleaved due to the specific conditions within the tumor and in the tumor microenvironment; and ● free active drug is then released into the tumor. Centurion’s novel companion diagnostic, ACDx™ (albumin companion diagnostic), was developed to identify patients with cancer who are most likely to benefit from treatment with the four LADR lead assets. On March 9, 2022, Centurion was merged into the Company. Business Strategy for LADR™ Platform Currently, the Company continues to work on identifying partnership or financing opportunities for LADR™ ultra-high potency drug conjugates and their albumin companion diagnostic. We have concluded all research and development on LADR and its companion diagnostic and continue to focus on identifying partnership or financing opportunities. Aldoxorubicin Until July 2017, we were concentrating on the research and clinical development of aldoxorubicin, which is the widely-used cytotoxin doxorubicin, modified with our LADR delivery and concentration system. Modifying doxorubicin with our LADR™ system allows for delivery of higher amounts of doxorubicin (3½ to 4 times) without several of the major dose-limiting toxicities seen with administration of doxorubicin alone. On July 27, 2017, the Company entered into an exclusive worldwide license with ImmunityBio, Inc. (formerly known as NantCell, Inc. (“ImmunityBio”)), granting to ImmunityBio the exclusive rights to develop, manufacture and commercialize aldoxorubicin in all indications. As a result, our company is no longer directly working on development of aldoxorubicin (ImmunityBio has recently merged with NantKwest, Inc.). As part of the license, ImmunityBio made a strategic investment of $ 13 6.60 92 500,000 6.60 January 26, 2019 343 Molecular Chaperone Assets (Orphazyme) In 2011, CytRx sold the rights to arimoclomol and iroxanadine, based on molecular chaperone regulation technology, to Orphazyme A/S (formerly Orphazyme ApS) in exchange for a one-time, upfront payment and the right to receive up to a total of $ 120 250,000 6 4 Going Concern The Company’s consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the year ended December 31, 2021, the Company incurred a net loss of $ 13,176,663 12,308,890 484,075,711 At December 31, 2021, the Company had cash on hand in the amount of $ 6.8 Current Business Strategy Currently, the Company is working on identifying partnership or financing opportunities for LADR™ ultra-high potency drug conjugates and their albumin companion diagnostic. We have concluded all research and development on LADR and its companion diagnostic and continue to focus on identifying these partnership or financing opportunities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation Revenue Recognition Cash Equivalents Equipment and Furnishings Insurance recoveries 200,000 Fair Value Measurements Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. The Company considers carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-term nature of these financial instruments. Patents and Patent Application Costs Net Income (Loss) Per Share of Common Stock Schedule of Shares Excluded from Computation of Diluted Loss Per Share As of December 31, 2021 2020 Options to acquire common stock 2,827,820 3,166,270 Warrants to acquire common stock 4,167 193,196 Convertible preferred stock 9,363,637 — Preferred investment option 11,363,637 — Shares excluded from computation of diluted loss per share 23,559,261 3,359,466 Potentially dilutive stock options, warrants and securities from the table above were excluded from the computation of diluted net income (loss) per share, because the effect would be anti-dilutive. Stock-based Compensation Compensation—Stock Compensation. Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Research and Development Expenses Income Taxes Income Taxes, (“ASC 740” The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expenses. Concentrations of Risks Use of Estimates New Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures. 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. |
Foreign Currency Remeasurement
Foreign Currency Remeasurement | 12 Months Ended |
Dec. 31, 2021 | |
Foreign Currency [Abstract] | |
Foreign Currency Remeasurement | 3. Foreign Currency Remeasurement The U.S. dollar has been determined to be the functional currency for the net assets of the Company’s German operations. The transactions are recorded in the local currencies and are remeasured at each reporting date using the historical rates for nonmonetary assets and liabilities and current exchange rates for monetary assets and liabilities at the balance sheet date. Exchange gains and losses from the remeasurement of monetary assets and liabilities are recognized in other income (loss). The Company recognized a gain (loss) of approximately $ (22,440) 26,800 As of December 31, 2021 and 2020, the Company’s cash balances consisted of the following: Schedule of Company’s Cash Balance 2021 2020 U.S. Dollars $ 6,671,404 $ 9,892,046 Euros – in US $ 98,199 111,329 Cash Balance $6,769,603 $ 10,003,375 |
Equipment and Furnishings
Equipment and Furnishings | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Equipment and Furnishings | 4. Equipment and Furnishings Equipment and furnishings at December 31, 2021 and 2020 consist of the following: Schedule of Equipment and Furnishings 2021 2020 Equipment and furnishings $ 59,728 $ 137,924 Less — accumulated depreciation (26,944 ) (98,166 ) Equipment and furnishings, net $ 32,784 $ 39,758 Depreciation and amortization expense for the years ended December 31, 2021 and 2020 were $ 13,978 29,037 85,000 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities at December 31, 2021 and 2020 are summarized below. Schedule of Accrued Expenses and Other Current Liabilities 2021 2020 Professional fees $ 208,345 $ 234,700 Liquidated damages– see Note 7 615,253 — Research and development costs — 9,296 Payable to former CEO 256,115 — Wages, bonuses and employee benefits 261,375 215,191 Royalties and milestones 716,155 716,155 Other 7,263 15,568 Total $ 2,064,506 $ 1,190,910 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | 6. Leases We lease office space and office copiers related primarily to the Company’s administrative activities. The Company accounts for leases under ASC 842, Leases, In January 2020, the Company signed a new four-year 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 14,340 3.5 1,405 2.5 715,310 66,271 As of December 31, 2021, the balance of right-of-use assets was approximately $ 397,200 415,200 Future minimum lease payments under non-cancelable operating leases under ASC 842 as of December 31, 2021 are as follows: Schedule of Future Minimum Lease Payments Operating Lease Payments Jan 2022 – Dec 2022 $ 197,152 Jan 2023 – Dec 2023 200,927 Jan 2024 – Dec 2024 33,672 Total future minimum lease payments 431,751 Less: present value adjustment (16,551 ) Operating lease liabilities at December 31, 2021 415,200 Less: current portion of operating lease liabilities (198,819 ) Operating lease liabilities, net of current portion $ 216,381 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 Year Ended December 31, 2021 Lease Cost Operating lease cost (included in General and administrative expenses in the Company’s Consolidated Statements of Operations) $ 199,276 Other information Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2021 $ 188,683 Weighted average remaining lease term – operating leases (in years) 2.2 Average discount rate 3.6 % |
Financing Under Security Purcha
Financing Under Security Purchase Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Financing Under Security Purchase Agreement | 7. 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 9.2 2 0.88 1.76 8,240 10.00 1,000 8.24 9,363,637 0.88 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 10 171,668 The Company accounted for these transactions as a single transaction for accounting purposes and allocated total proceeds to the respective instruments based upon the relative fair value of each instrument. The Company determined that the relative fair value of (i) the 2,000,000 859,218 8,240 4,022,700 4,293,872 5,153,090 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. Such liquidation preference is payable upon certain change in control transactions and accordingly, this instrument is classified as mezzanine (temporary equity). 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 shares of common stock is exercisable at a price of $ 0.88 per share. 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 During the year ended December 31, 2021, the Company did not have enough authorized shares to issue the issuable shares under the Preferred Stock and Preferred Investment Option. The Company attempted, but was unsuccessful, to obtain stockholders’ approval for the increase in authorized shares, and accordingly, the Company was unable to meet its registration rights obligation as of December 31, 2021. As such, the Company recognized an aggregate of approximately $ 1.1 615,123 |
Departure of Chairman and Chief
Departure of Chairman and Chief Executive Officer | 12 Months Ended |
Dec. 31, 2021 | |
Departure Of Chairman And Chief Executive Officer | |
Departure of Chairman and Chief Executive Officer | 8. Departure of Chairman and Chief Executive Officer In connection with a Separation Agreement (as defined below), Steven A. Kriegsman, who served as the Chairman and Chief Executive Officer of CytRx Corporation (the “ Company Board In connection with the execution of the Separation Agreement, Mr. Kriegsman’s existing executive employment agreement, as amended (the “ Prior Employment Agreement 6.0 256,115 |
Stock Compensation
Stock Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation | 9. Stock Compensation Stock Options 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 5.4 550,000 25,000 November 14, 2029 There were no stock options issued to employees and directors in 2021 and 2020. During the year ended December 31, 2021, options to acquire 300,000 78,000 2.8 4.55 4.55 4.4 2.69 39,000 150,000 150,000 The following table sets forth the total stock-based compensation expense resulting from stock options and restricted stock included in our Consolidated Statements of Operations for the years ended December 31, 2021 and 2020: Schedule of Stock-based Compensation Expense Years Ended December 31, 2021 2020 General and administrative – employee $ — $ 327,854 Total employee stock-based compensation $ — $ 327,854 There were no options granted to employees and directors during the years ended December 31, 2021 and 2020. Presented below is the Company’s stock option activity for employees and directors: Schedule of Stock Options Activity Stock Options Weighted Average Exercise Price 2021 2020 2021 2020 Outstanding — beginning of year 2,801,270 7,126,340 $ 7.68 $ 11.55 Granted — — — — Exercised (300,000 ) (4,300,000 ) 0.26 0.26 Forfeited — — 9.49 — Expired (38,450 ) (25,070 ) 14.62 41.03 Outstanding — end of year 2,462,820 2,801,270 7.68 7.68 Exercisable at end of year 2,462,820 2,801,270 $ 7.68 $ 7.68 Weighted average fair value of stock options granted during the year: $ — $ — No options were issued to consultants in 2021 or 2020. At December 31, 2021, there was no unrecognized compensation expense related to unvested non-employee stock options. Presented below is the Company’s non-employee stock option activity: Schedule of Stock Options Activity Stock Options Weighted Average Exercise Price 2021 2020 2021 2020 Outstanding — beginning of year 365,000 615,000 $ 5.49 $ 3.36 Granted — — — — Exercised — (250,000 ) — 0.26 Expired/Forfeited — — — — Outstanding — end of year 365,000 365,000 5.49 5.49 Exercisable at end of year 365,000 365,000 $ 5.49 $ 5.49 Weighted average fair value of stock options granted during the year: $ — $ — The following table summarizes significant ranges of outstanding stock options under the two plans at December 31, 2021: Schedule of Ranges of Stock Options Range of 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 7.95 $ 0.26 550,000 7.95 $ 0.26 $ 1.01 3.00 1,050,673 5.60 $ 2.04 1,050,673 5.60 $ 2.04 $ 3.01 15.00 817,482 3.10 $ 12.54 817,482 3.10 $ 12.54 $ 15.01 42.42 409,674 2.12 $ 25.24 409,674 2.12 $ 25.24 2,827,829 4.83 $ 8.09 2,827,829 4.83 $ 8.09 The aggregate intrinsic value of the outstanding options and options vested as of December 31, 2021 was $143,000. Restricted Stock In December 2021, the Company granted to Jennifer Simpson, who serves on our Board of Directors, 25,000 11,200 11,200 In December 2017, the Company granted to Steven Kriegsman, Chief Executive Officer, 387,597 three years 679,000 three 216,000 Equity-Classified Warrants A summary of the Company’s warrant activity and related information for the years ended December 31, 2021 and 2020 are shown below. Schedule of Warrants Activity and Related Information Warrants Weighted Average Exercise Price 2021 2020 2021 2020 Outstanding — beginning of year 193,916 193,916 $ 8.60 $ 8.60 Granted — — — — Exercised — — — — Forfeited — — — — Expired (189,749 ) — 8.04 — Outstanding — end of year 4,167 193,916 33.60 8.60 Exercisable at end of year 4,167 193,916 $ 33.60 $ 8.60 Weighted average fair value of warrants granted during the year: $ — $ — The outstanding warrants as of December 31, 2021 had no |
Stockholder Protection Rights P
Stockholder Protection Rights Plan | 12 Months Ended |
Dec. 31, 2021 | |
Stockholder Protection Rights Plan | |
Stockholder Protection Rights Plan | 9. Stockholder Protection Rights Plan On December 13, 2019, the Board of Directors of the Company, authorized and declared a dividend of one right (a “Right”) for each of the Company’s issued and outstanding shares of common stock, par value $ 0.001 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% 4.95% 4.95% 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% 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 Immediately upon the action of the Board electing to redeem or exchange the Rights, the Company shall make a public announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Board may amend or supplement the Amended and Restated Rights Agreement without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity, (b) correct inconsistent provisions, (c) alter time period provisions, including the Expiration Date, or (d) make additional changes to the Amended and Restated Rights Agreement that the Board deems necessary or desirable. However, from and after the date any person or group of affiliated or associated persons becomes an Acquiring Person, the Amended and Restated Rights Agreement may not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes At December 31, 2021, the Company had federal and state net operating loss carryforwards (“NOLs”) of $ 335.0 million and $ 259.9 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 after 2018 totaling $ 24.4 million carry forward indefinitely but are only able to offset 80% of taxable income in future years. The California NOLs expire in 2029 through 2040. As a result of a change in-control that occurred in the CytRx shareholder base, approximately $ 67.6 267.4 259.9 As of December 31, 2021, CytRx also had research and development tax credits for federal and state purposes of approximately $ 16.0 22.0 expire in 2022 through 2036 100% Deferred income taxes reflect the net effect of temporary differences between the financial reporting carrying amounts of assets and liabilities and income tax carrying amounts of assets and liabilities. The components of the Company’s deferred tax assets and liabilities, all of which are long-term, are as follows (in thousands): Schedule of Deferred Tax Assets and Liabilities 2021 2020 December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 74,167 $ 72,509 Tax credit carryforwards 37,866 37,901 Equipment, furnishings and other 4,174 4,174 Total deferred tax assets 116,207 114,584 Deferred tax liabilities — — Net deferred tax assets 116,207 114,584 Valuation allowance (116,207 ) (114,584 ) Deferred tax assets $ — $ — For all years presented, the Company did not recognize any deferred tax assets or liabilities. The net change in valuation allowance for the years ended December 31, 2021 and 2020 was $ 1.6 9.5 The provision for income taxes differs from the provision computed by applying the Federal statutory rate to net loss before income taxes as follows (in thousands): Schedule of Effective Income Tax Rate Reconciliation 2021 2020 Years ended December 31, 2021 2020 Federal benefit at statutory rate $ (2,745 ) $ (1,407 ) State income taxes, net of Federal taxes (913 ) (592 ) State credits — — Warrant liabilities — — Other permanent differences 1,685 7 Provision related to change in valuation allowance 1,947 1,996 Federal rate adjustment — — NQ Options — — Current year tax credit — — NOL Adjustments — — Termination/Cancellation of Equity Compensation Awards — — Return to provision 26 (4 ) Other, net — — Provision for income taxes $ — $ — There have been no changes to the Company’s liability for unrecognized tax benefits during the year ended December 31, 2021. The Company files income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. As of the year ended December 31, 2021, the tax returns for 2018 through 2021 remain open to examination by the Internal Revenue Service and for 2017 to 2021 for various state tax authorities. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of the date of adoption of ASC 740 and the years ended December 31, 2021 and 2020, the Company had accrued no interest or penalties related to uncertain tax positions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Commitments Aldoxorubicin The agreement relating to our worldwide rights to aldoxorubicin provides for our payment of up to an aggregate of $ 7.5 ● commercially reasonable royalties based on a percentage of net sales (as defined in the agreement); ● a percentage of any non-royalty sub-licensing income (as defined in the agreement); and ● milestones of $ 1,000,000 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 December 31, 2021, no amounts are due under the above agreements. Contractual obligations CytRx’s current contractual obligations that will require future cash payments for the following Employment Agreements as follows (in thousands): Schedule of Current Contractual Obligations Employment Agreements (1) 2022 1,085 2023 — 2024 — 2025 — Thereafter — Total $ 1,085 (1) Employment agreements include management contracts which have been revised from time to time. The employment agreement for the Company’s executive officers provide for minimum salaries, which are adjusted annually at the discretion of the Company’s Compensation Committee, and in some cases provide for minimum annual bonuses and employee benefits, as well. New employment agreements for the Company’s other executive officers are usually entered into annually. Contingencies The Company applies the disclosure provisions of ASC 460, Guarantees The Company evaluates developments in legal proceedings and other matters on a quarterly basis. The Company records accruals for loss contingencies to the extent that the Company concludes that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. In December 2019, a novel strain of coronavirus, COVID-19, was first identified in China and has surfaced in several regions across the world. In March 2020, the disease was declared a pandemic by the World Health Organization. As the situation with Covid-19 continues to evolve, the companies which are working to further develop and commercialize our products, ImmunityBio and Orphazyme, could be materially and adversely affected by the risks, or the public perception of the risks, related to this pandemic. Among other things, the active and planned clinical trials by ImmunityBio and Orphazyme and their regulatory approvals, if any, may be delayed or interrupted, which could delay or adversely affect the Company’s potential receipt of milestone and royalty payments within the disclosed time periods and increase expected costs. As of the date of this filing, senior management and administrative staff are working primarily remotely and will return to their offices at a yet to be determined date. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On March 15, 2022, the Company held a special meeting of stockholders, which was originally opened and subsequently adjourned on September 23, 2021, at which meeting the Company’s stockholders, by an affirmative vote of the majority of the Company’s outstanding shares of capital stock, approved the amendment to the Company’s Restated Certificate of Incorporation to effect an increase in the number of shares of authorized common stock, par value $ 0.001 41,666,666 62,393,940 On March 15, 2022, the Company filed a Certificate of Amendment to Restated Certificate of Incorporation with the Secretary of State of Delaware to effect the Authorized Share Increase Amendment. On January 1, 2022, the Company paid 10% 206,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation |
Revenue Recognition | Revenue Recognition |
Cash Equivalents | Cash Equivalents |
Equipment and Furnishings | Equipment and Furnishings |
Insurance recoveries | Insurance recoveries 200,000 |
Fair Value Measurements | Fair Value Measurements Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. The Company considers carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-term nature of these financial instruments. |
Patents and Patent Application Costs | Patents and Patent Application Costs |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock Schedule of Shares Excluded from Computation of Diluted Loss Per Share As of December 31, 2021 2020 Options to acquire common stock 2,827,820 3,166,270 Warrants to acquire common stock 4,167 193,196 Convertible preferred stock 9,363,637 — Preferred investment option 11,363,637 — Shares excluded from computation of diluted loss per share 23,559,261 3,359,466 Potentially dilutive stock options, warrants and securities from the table above were excluded from the computation of diluted net income (loss) per share, because the effect would be anti-dilutive. |
Stock-based Compensation | Stock-based Compensation Compensation—Stock Compensation. Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting |
Research and Development Expenses | Research and Development Expenses |
Income Taxes | Income Taxes Income Taxes, (“ASC 740” The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expenses. |
Concentrations of Risks | Concentrations of Risks |
Use of Estimates | Use of Estimates |
New Accounting Pronouncements | New Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures. Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (“SEC”) did not, or are not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 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 As of December 31, 2021 2020 Options to acquire common stock 2,827,820 3,166,270 Warrants to acquire common stock 4,167 193,196 Convertible preferred stock 9,363,637 — Preferred investment option 11,363,637 — Shares excluded from computation of diluted loss per share 23,559,261 3,359,466 |
Foreign Currency Remeasurement
Foreign Currency Remeasurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Foreign Currency [Abstract] | |
Schedule of Company’s Cash Balance | As of December 31, 2021 and 2020, the Company’s cash balances consisted of the following: Schedule of Company’s Cash Balance 2021 2020 U.S. Dollars $ 6,671,404 $ 9,892,046 Euros – in US $ 98,199 111,329 Cash Balance $6,769,603 $ 10,003,375 |
Equipment and Furnishings (Tabl
Equipment and Furnishings (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Equipment and Furnishings | Equipment and furnishings at December 31, 2021 and 2020 consist of the following: Schedule of Equipment and Furnishings 2021 2020 Equipment and furnishings $ 59,728 $ 137,924 Less — accumulated depreciation (26,944 ) (98,166 ) Equipment and furnishings, net $ 32,784 $ 39,758 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities at December 31, 2021 and 2020 are summarized below. Schedule of Accrued Expenses and Other Current Liabilities 2021 2020 Professional fees $ 208,345 $ 234,700 Liquidated damages– see Note 7 615,253 — Research and development costs — 9,296 Payable to former CEO 256,115 — Wages, bonuses and employee benefits 261,375 215,191 Royalties and milestones 716,155 716,155 Other 7,263 15,568 Total $ 2,064,506 $ 1,190,910 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under non-cancelable operating leases under ASC 842 as of December 31, 2021 are as follows: Schedule of Future Minimum Lease Payments Operating Lease Payments Jan 2022 – Dec 2022 $ 197,152 Jan 2023 – Dec 2023 200,927 Jan 2024 – Dec 2024 33,672 Total future minimum lease payments 431,751 Less: present value adjustment (16,551 ) Operating lease liabilities at December 31, 2021 415,200 Less: current portion of operating lease liabilities (198,819 ) Operating lease liabilities, net of current portion $ 216,381 |
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 Year Ended December 31, 2021 Lease Cost Operating lease cost (included in General and administrative expenses in the Company’s Consolidated Statements of Operations) $ 199,276 Other information Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2021 $ 188,683 Weighted average remaining lease term – operating leases (in years) 2.2 Average discount rate 3.6 % |
Stock Compensation (Tables)
Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Schedule of Stock-based Compensation Expense | The following table sets forth the total stock-based compensation expense resulting from stock options and restricted stock included in our Consolidated Statements of Operations for the years ended December 31, 2021 and 2020: Schedule of Stock-based Compensation Expense Years Ended December 31, 2021 2020 General and administrative – employee $ — $ 327,854 Total employee stock-based compensation $ — $ 327,854 |
Schedule of Ranges of Stock Options | The following table summarizes significant ranges of outstanding stock options under the two plans at December 31, 2021: Schedule of Ranges of Stock Options Range of 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 7.95 $ 0.26 550,000 7.95 $ 0.26 $ 1.01 3.00 1,050,673 5.60 $ 2.04 1,050,673 5.60 $ 2.04 $ 3.01 15.00 817,482 3.10 $ 12.54 817,482 3.10 $ 12.54 $ 15.01 42.42 409,674 2.12 $ 25.24 409,674 2.12 $ 25.24 2,827,829 4.83 $ 8.09 2,827,829 4.83 $ 8.09 |
Schedule of Warrants Activity and Related Information | A summary of the Company’s warrant activity and related information for the years ended December 31, 2021 and 2020 are shown below. Schedule of Warrants Activity and Related Information Warrants Weighted Average Exercise Price 2021 2020 2021 2020 Outstanding — beginning of year 193,916 193,916 $ 8.60 $ 8.60 Granted — — — — Exercised — — — — Forfeited — — — — Expired (189,749 ) — 8.04 — Outstanding — end of year 4,167 193,916 33.60 8.60 Exercisable at end of year 4,167 193,916 $ 33.60 $ 8.60 Weighted average fair value of warrants granted during the year: $ — $ — |
Employees and Directors [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Schedule of Stock Options Activity | There were no options granted to employees and directors during the years ended December 31, 2021 and 2020. Presented below is the Company’s stock option activity for employees and directors: Schedule of Stock Options Activity Stock Options Weighted Average Exercise Price 2021 2020 2021 2020 Outstanding — beginning of year 2,801,270 7,126,340 $ 7.68 $ 11.55 Granted — — — — Exercised (300,000 ) (4,300,000 ) 0.26 0.26 Forfeited — — 9.49 — Expired (38,450 ) (25,070 ) 14.62 41.03 Outstanding — end of year 2,462,820 2,801,270 7.68 7.68 Exercisable at end of year 2,462,820 2,801,270 $ 7.68 $ 7.68 Weighted average fair value of stock options granted during the year: $ — $ — |
Non Employees [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Schedule of Stock Options Activity | At December 31, 2021, there was no unrecognized compensation expense related to unvested non-employee stock options. Presented below is the Company’s non-employee stock option activity: Schedule of Stock Options Activity Stock Options Weighted Average Exercise Price 2021 2020 2021 2020 Outstanding — beginning of year 365,000 615,000 $ 5.49 $ 3.36 Granted — — — — Exercised — (250,000 ) — 0.26 Expired/Forfeited — — — — Outstanding — end of year 365,000 365,000 5.49 5.49 Exercisable at end of year 365,000 365,000 $ 5.49 $ 5.49 Weighted average fair value of stock options granted during the year: $ — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net effect of temporary differences between the financial reporting carrying amounts of assets and liabilities and income tax carrying amounts of assets and liabilities. The components of the Company’s deferred tax assets and liabilities, all of which are long-term, are as follows (in thousands): Schedule of Deferred Tax Assets and Liabilities 2021 2020 December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 74,167 $ 72,509 Tax credit carryforwards 37,866 37,901 Equipment, furnishings and other 4,174 4,174 Total deferred tax assets 116,207 114,584 Deferred tax liabilities — — Net deferred tax assets 116,207 114,584 Valuation allowance (116,207 ) (114,584 ) Deferred tax assets $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes differs from the provision computed by applying the Federal statutory rate to net loss before income taxes as follows (in thousands): Schedule of Effective Income Tax Rate Reconciliation 2021 2020 Years ended December 31, 2021 2020 Federal benefit at statutory rate $ (2,745 ) $ (1,407 ) State income taxes, net of Federal taxes (913 ) (592 ) State credits — — Warrant liabilities — — Other permanent differences 1,685 7 Provision related to change in valuation allowance 1,947 1,996 Federal rate adjustment — — NQ Options — — Current year tax credit — — NOL Adjustments — — Termination/Cancellation of Equity Compensation Awards — — Return to provision 26 (4 ) Other, net — — Provision for income taxes $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Current Contractual Obligations | CytRx’s current contractual obligations that will require future cash payments for the following Employment Agreements as follows (in thousands): Schedule of Current Contractual Obligations Employment Agreements (1) 2022 1,085 2023 — 2024 — 2025 — Thereafter — Total $ 1,085 (1) Employment agreements include management contracts which have been revised from time to time. The employment agreement for the Company’s executive officers provide for minimum salaries, which are adjusted annually at the discretion of the Company’s Compensation Committee, and in some cases provide for minimum annual bonuses and employee benefits, as well. New employment agreements for the Company’s other executive officers are usually entered into annually. |
Nature of Business (Details Nar
Nature of Business (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 13, 2019 | Sep. 30, 2018 | Jun. 01, 2018 | Jul. 27, 2017 | Dec. 31, 2011 | |
Percentage of service charge | 5.00% | ||||||
Cash investments | $ 13,000,000 | ||||||
Investment in common stock per share | $ 5 | $ 6.60 | |||||
Common stock market price premium percentage | 92.00% | ||||||
Number of warrants issued to purchase shares of common stock | 500,000 | ||||||
Warrrants exercise price per share | $ 6.60 | ||||||
Warrant expiration | Jan. 26, 2019 | ||||||
Fee contingent payments | $ 250,000 | $ 343,000,000 | |||||
Net income loss | $ 13,176,663 | $ 6,700,606 | |||||
Cash in operations | 12,308,890 | 6,140,133 | |||||
Accumulated deficit | 484,075,711 | 470,727,380 | |||||
Cash | 6,769,603 | $ 10,003,375 | |||||
FDA [Member] | |||||||
Payments for milestone | 6,000,000 | ||||||
EMA [Member] | |||||||
Payments for milestone | $ 4,000,000 | ||||||
Orphazyme [Member] | |||||||
Fee contingent payments | $ 120,000,000 |
Schedule of Shares Excluded fro
Schedule of Shares Excluded from Computation of Diluted Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from computation of diluted loss per share | 23,559,261 | 3,359,466 |
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 | 2,827,820 | 3,166,270 |
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 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from computation of diluted loss per share | 9,363,637 | |
Preferred 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 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Insurance recoveries | $ 200,000 |
Schedule of Company_s Cash Bala
Schedule of Company’s Cash Balance (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cash Balance | $ 6,769,603 | $ 10,003,375 | $ 16,130,410 |
US Dollar [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cash Balance | 6,671,404 | 9,892,046 | |
Euros [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cash Balance | $ 98,199 | $ 111,329 |
Foreign Currency Remeasuremen_2
Foreign Currency Remeasurement (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Foreign Currency [Abstract] | ||
Foreign currency transaction gain (loss), recognized | $ (22,440) | $ 26,800 |
Schedule of Equipment and Furni
Schedule of Equipment and Furnishings (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Equipment and furnishings | $ 59,728 | $ 137,924 |
Less — accumulated depreciation | (26,944) | (98,166) |
Equipment and furnishings, net | $ 32,784 | $ 39,758 |
Equipment and Furnishings (Deta
Equipment and Furnishings (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 13,978 | $ 29,037 |
Equipment And Furnishing [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 85,000 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Professional fees | $ 208,345 | $ 234,700 |
Liquidated damages– see Note 7 | 615,253 | |
Research and development costs | 9,296 | |
Payable to former CEO | 256,115 | |
Wages, bonuses and employee benefits | 261,375 | 215,191 |
Royalties and milestones | 716,155 | 716,155 |
Other | 7,263 | 15,568 |
Total | $ 2,064,506 | $ 1,190,910 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 29, 2020 |
Leases | |||
Jan 2022 – Dec 2022 | $ 197,152 | ||
Jan 2023 – Dec 2023 | 200,927 | ||
Jan 2024 – Dec 2024 | 33,672 | ||
Total future minimum lease payments | 431,751 | ||
Less: present value adjustment | (16,551) | ||
Operating lease liabilities at December 31, 2021 | 415,200 | $ 715,310 | |
Less: current portion of operating lease liabilities | (198,819) | $ (181,103) | |
Operating lease liabilities, net of current portion | $ 216,381 | $ 415,200 |
Schedule of Rent Expense and Su
Schedule of Rent Expense and Supplemental Cash Flow Information Related to Leases (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases | |
Operating lease cost | $ 199,276 |
Cash paid for amounts included in the measurement of lease liabilities | $ 188,683 |
Weighted average remaining lease term - operating leases (in years) | 2 years 2 months 12 days |
Average discount rate | 3.60% |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended | |||
Feb. 29, 2020USD ($) | Jan. 31, 2020USD ($)ft² | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Lease term | four-year | |||
Area of land | ft² | 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 | $ 1,405 | $ 14,340 | ||
Annual percentage increased in monthly rent | 2.50% | 3.50% | ||
Lease liability obligation | $ 715,310 | $ 415,200 | ||
Right of use asset | 397,172 | $ 580,478 | ||
Revision of Prior Period, Reclassification, Adjustment [Member] | Other Assets [Member] | ||||
Right of use asset | $ 66,271 |
Financing Under Security Purc_2
Financing Under Security Purchase Agreement (Details Narrative) - USD ($) | Oct. 01, 2021 | Jul. 13, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 13, 2019 | Jul. 27, 2017 |
Purchase price per share | $ 5 | $ 6.60 | ||||
Dividend percentage | 1000.00% | 1000.00% | ||||
Common stock, shares authorized | 62,393,940 | 62,393,940 | ||||
Stated value per share | $ 1,000 | $ 1,000 | ||||
Liquidated damages | $ 615,253 | |||||
Loss contingency, damages sought | 1.1 | |||||
Loss contingency accrual provision | $ 615,123 | |||||
Preferred Investment Option [Member] | ||||||
Shares issuable upon exercise of option | 11,363,637 | |||||
Option price per share | $ 0.88 | |||||
Option terms | 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% | 10.00% | ||||
Convertible conversion price | $ 0.88 | |||||
Common stock, shares authorized | 41,666,666 | |||||
Stated value per share | $ 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 | |||||
Additional piaid in capital | 4,022,700 | |||||
Securities Purchase Agreement [Member] | Preferred Investment Option [Member] | ||||||
Other liabilities fair value | 4,293,872 | |||||
Securities Purchase Agreement [Member] | Common Stock and Preferred Investment Option [Member] | ||||||
Additional piaid in capital | 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 | |||||
Total gross proceeds in a direct offering | $ 1,760,000 | |||||
Securities Purchase Agreement [Member] | Investor [Member] | Preferred Investment Option [Member] | ||||||
Shares issuable upon exercise of option | 11,363,637 | |||||
Value of additional gross proceeds of options | $ 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 | |||||
Convertible conversion price | $ 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] | ||||||
Percentage of liquidated damages | 2.00% | |||||
Liquidated damages | $ 1,977,600 | |||||
Percentage of intreset payable on liquidated damages | 18.00% | |||||
Registration Rights Agreement [Member] | Maximum [Member] | ||||||
Percentage of liquidated damages | 24.00% |
Departure of Chairman and Chi_2
Departure of Chairman and Chief Executive Officer (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Departure Of Chairman And Chief Executive Officer | |
Cash payment | $ 6,000,000 |
Payments for post employment benefits | $ 256,115 |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total employee stock-based compensation | $ 327,854 | |
Share-based Payment Arrangement, Employee [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total employee stock-based compensation | 327,854 | |
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 | $ 327,854 |
Schedule of Stock Options Activ
Schedule of Stock Options Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employees and Directors [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Number of Options, Outstanding at beginning of period | 2,801,270 | 7,126,340 |
Weighted-Average Exercise Price Options, Outstanding at beginning of period | $ 7.68 | $ 11.55 |
Number of Options, Granted | ||
Weighted-Average Exercise Price Options, Granted | ||
Number of Options, Exercised | (300,000) | (4,300,000) |
Weighted-Average Exercise Price Options, Exercised | $ 0.26 | $ 0.26 |
Number of Options, Forfeited | ||
Weighted-Average Exercise Price Options, Forfeited | $ 9.49 | |
Number of Options, Expired | (38,450) | (25,070) |
Weighted-Average Exercise Price Options, Expired | $ 14.62 | $ 41.03 |
Number of Options, Outstanding at end of period | 2,462,820 | 2,801,270 |
Weighted-Average Exercise Price Options, Outstanding at end of period | $ 7.68 | $ 7.68 |
Number of Options, Exercisable at end of period | 2,462,820 | 2,801,270 |
Weighted-Average Exercise Price Options, Exercisable at end of period | $ 7.68 | $ 7.68 |
Weighted average fair value of stock options granted | ||
Non Employees [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Number of Options, Outstanding at beginning of period | 365,000 | 615,000 |
Weighted-Average Exercise Price Options, Outstanding at beginning of period | $ 5.49 | $ 3.36 |
Number of Options, Granted | ||
Weighted-Average Exercise Price Options, Granted | ||
Number of Options, Exercised | (250,000) | |
Weighted-Average Exercise Price Options, Exercised | $ 0.26 | |
Number of Options, Outstanding at end of period | 365,000 | 365,000 |
Weighted-Average Exercise Price Options, Outstanding at end of period | $ 5.49 | $ 5.49 |
Number of Options, Exercisable at end of period | 365,000 | 365,000 |
Weighted-Average Exercise Price Options, Exercisable at end of period | $ 5.49 | $ 5.49 |
Weighted average fair value of stock options granted | ||
Number of Options, Forfeited or expired | ||
Weighted-Average Exercise Price Options, Forfeited or expired |
Schedule of Ranges of Stock Opt
Schedule of Ranges of Stock Options (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options Outstanding | shares | 2,827,829 |
Weighted-Average Remaining Contractual Life (years) | 4 years 9 months 29 days |
Weighted-Average Exercise Price | $ 8.09 |
Number of Options Exercisable | shares | 2,827,829 |
Weighted-Average Remaining Contractual Life (years) | 4 years 9 months 29 days |
Weighted-Average Exercise Price, Options Exercisable | $ 8.09 |
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) | 7 years 11 months 12 days |
Weighted-Average Exercise Price | $ 0.26 |
Number of Options Exercisable | shares | 550,000 |
Weighted-Average Remaining Contractual Life (years) | 7 years 11 months 12 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 7 months 6 days |
Weighted-Average Exercise Price | $ 2.04 |
Number of Options Exercisable | shares | 1,050,673 |
Weighted-Average Remaining Contractual Life (years) | 5 years 7 months 6 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 | 817,482 |
Weighted-Average Remaining Contractual Life (years) | 3 years 1 month 6 days |
Weighted-Average Exercise Price | $ 12.54 |
Number of Options Exercisable | shares | 817,482 |
Weighted-Average Remaining Contractual Life (years) | 3 years 1 month 6 days |
Weighted-Average Exercise Price, Options Exercisable | $ 12.54 |
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 | 409,674 |
Weighted-Average Remaining Contractual Life (years) | 2 years 1 month 13 days |
Weighted-Average Exercise Price | $ 25.24 |
Number of Options Exercisable | shares | 409,674 |
Weighted-Average Remaining Contractual Life (years) | 2 years 1 month 13 days |
Weighted-Average Exercise Price, Options Exercisable | $ 25.24 |
Schedule of Warrants Activity a
Schedule of Warrants Activity and Related Information (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Warrants, Outstanding at beginning of period | 193,916 | 193,916 |
Weighted-Average Exercise Price Warrants, Outstanding at beginning of period | $ 8.60 | $ 8.60 |
Number of Warrants, Granted | ||
Weighted-Average Exercise Price Warrants, Granted | ||
Number of Warrants, Exercised | ||
Weighted-Average Exercise Price Warrants, Exercised | ||
Number of Warrants, Forfeited | ||
Weighted-Average Exercise Price Warrants, Forfeited | ||
Number of Warrants, Expired | (189,749) | |
Weighted-Average Exercise Price Warrants, Expired | $ 8.04 | |
Number of Warrants, Outstanding at end of period | 4,167 | 193,916 |
Weighted-Average Exercise Price Warrants, Outstanding at end of period | $ 33.60 | $ 8.60 |
Number of Warrants, Exercisable at end of period | 4,167 | 193,916 |
Weighted-Average Exercise Price Warrants, Exercisable at end of period | $ 33.60 | $ 8.60 |
Weighted average fair value of stock options granted |
Stock Compensation (Details Nar
Stock Compensation (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Proceeds from stock options exercised | $ 78,000 | $ 39,000 | |||
Warrants intrinsic value | $ 0 | $ 0 | |||
Equity Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock options shares exercised | 300,000 | 4,550,000 | |||
Proceeds from stock options exercised | $ 78,000 | $ 39,000 | |||
Shares issued during period | 2,800,000 | ||||
Conversion of stock | 150,000 | ||||
Number of remaining stock option exercised | 150,000 | ||||
Equity Option [Member] | Holders [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock options exercised cashless basis | 4,400,000 | ||||
Conversion of stock | 2,690,000 | ||||
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 | |||
Number of restricted shares granted | 800,000 | ||||
Expiration date | Nov. 20, 2018 | ||||
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 | 550,000 | 550,000 | |||
Number of restricted shares granted | 25,000 | ||||
Expiration date | Nov. 14, 2029 | ||||
2019 Plan [Member] | Jennifer Simpson [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of restricted shares granted | 25,000 | ||||
Fair value of restricted stock granted | $ 11,200 | ||||
Employee stock-based compensation expense | $ 11,200 | ||||
2008 Plan [Member] | Steven Kriegsman [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of restricted shares granted | 387,597 | ||||
Fair value of restricted stock granted | $ 679,000 | ||||
Employee stock-based compensation expense | $ 216,000 | ||||
Vested period | 3 years | ||||
Option term | 3 years |
Stockholder Protection Rights_2
Stockholder Protection Rights Plan (Details Narrative) - $ / shares | Nov. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 13, 2019 | Jul. 27, 2017 |
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 | $ 6.60 | |||
Stockholders rights, description | the Board approved an amendment and restatement of the Original Rights Agreement (as amended and restated, the “Amended and Restated Rights Agreement”) to effect certain changes to the Original Rights Agreement, including (i) reducing the duration to a term of three years, subject to certain earlier expiration as described in more detail below, and (ii) lowering the beneficial ownership threshold at which a person or group of persons becomes an Acquiring Person (as defined below) to 4.95% or more of the Company’s outstanding shares of Common Stock, subject to certain exceptions. The Amended and Restated Rights Agreement is designed to discourage (i) any person or group of persons from acquiring beneficial ownership of more than 4.95% of the Company’s shares of Common Stock and (ii) any existing stockholder currently beneficially holding 4.95% or more of the Company’s shares of Common Stock from acquiring additional shares of the Company’s Common Stock. | ||||
Ownership percentage | 4.95% | ||||
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 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 74,167 | $ 72,509 |
Tax credit carryforwards | 37,866 | 37,901 |
Equipment, furnishings and other | 4,174 | 4,174 |
Total deferred tax assets | 116,207 | 114,584 |
Deferred tax liabilities | ||
Net deferred tax assets | 116,207 | 114,584 |
Valuation allowance | (116,207) | (114,584) |
Deferred tax assets |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal benefit at statutory rate | $ (2,745) | $ (1,407) |
State income taxes, net of Federal taxes | (913) | (592) |
State credits | ||
Warrant liabilities | ||
Other permanent differences | 1,685 | 7 |
Provision related to change in valuation allowance | 1,947 | 1,996 |
Federal rate adjustment | ||
NQ Options | ||
Current year tax credit | ||
NOL Adjustments | ||
Termination/Cancellation of Equity Compensation Awards | ||
Return to provision | 26 | (4) |
Other, net | ||
Provision for income taxes |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards, expiration date | expire in 2024 through 2037 | |
Tax credit expiration date, description | expire in 2022 through 2036 | |
Deferred tax valuation allowance, percentage | 100.00% | |
Deferred tax valuation allowance | $ 1.6 | $ 9.5 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 335 | |
Operating loss carryforwards, not subject to limitation | 24.4 | |
Tax credit research and development | 16 | |
Domestic Tax Authority [Member] | Shareholders [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 67.6 | |
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 | 267.4 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 259.9 | |
Tax credit research and development | 22 | |
State and Local Jurisdiction [Member] | Unrestricted [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 259.9 | |
California [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards, expiration date | expire in 2029 through 2040. |
Schedule of Current Contractual
Schedule of Current Contractual Obligations (Details) - Employment Agreements [Member] $ in Thousands | Dec. 31, 2021USD ($) | [1] |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
2022 | $ 1,085 | |
2023 | ||
2024 | ||
2025 | ||
Thereafter | ||
Total | $ 1,085 | |
[1] | Employment agreements include management contracts which have been revised from time to time. The employment agreement for the Company’s executive officers provide for minimum salaries, which are adjusted annually at the discretion of the Company’s Compensation Committee, and in some cases provide for minimum annual bonuses and employee benefits, as well. New employment agreements for the Company’s other executive officers are usually entered into annually. |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Dec. 31, 2021USD ($) |
Aldoxorubicin [Member] | |
Product Liability Contingency [Line Items] | |
Amount of milestone payment payable | $ 1,000,000 |
Aldoxorubicin [Member] | Maximum [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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 02, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 15, 2022 | Mar. 14, 2022 | Dec. 13, 2019 |
Subsequent Event [Line Items] | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 62,393,940 | 62,393,940 | ||||
Dividend rate | 1000.00% | 1000.00% | ||||
Subsequent Event [Member] | Investor [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Dividend rate | 10.00% | |||||
Repayments of related party debt | $ 206,000 | |||||
Subsequent Event [Member] | Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, par value | $ 0.001 | |||||
Common stock, shares authorized | 62,393,940 | 41,666,666 |