Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 12, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 43,483,261 | |
Common Stock 0.001 Par Value Per Share [Member] | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | CYTR | |
Series B Junior Participating Preferred Stock Purchase Rights [Member] | ||
Title of 12(b) Security | Series B Junior Participating Preferred Stock Purchase Rights |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 5,077,732 | $ 6,769,603 |
Insurance claim receivable | 200,000 | 200,000 |
Prepaid expenses and other current assets | 897,758 | 1,310,382 |
Total current assets | 6,175,490 | 8,279,985 |
Equipment and furnishings, net | 29,819 | 32,784 |
Other assets | 7,703 | 16,836 |
Operating lease right-of-use assets | 351,309 | 397,172 |
Total assets | 6,564,321 | 8,726,777 |
Current liabilities: | ||
Accounts payable | 1,627,385 | 1,470,652 |
Accrued expenses and other current liabilities | 1,291,035 | 2,064,506 |
Current portion of operating lease liabilities | 181,999 | 198,819 |
Total current liabilities | 3,100,419 | 3,733,977 |
Operating lease liabilities, net of current portion | 186,092 | 216,381 |
Preferred Stock, Series C 10% Convertible, $1,000 par value, 4,120 and 8,240 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 2,011,352 | 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 | ||
Common stock, $0.001 par value, 62,393,940 shares authorized; 43,483,261 and 38,780,038 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 43,483 | 38,780 |
Additional paid-in capital | 486,800,597 | 484,790,650 |
Accumulated deficit | (485,577,622) | (484,075,711) |
Total stockholders’ equity | 1,266,458 | 753,719 |
Total liabilities and stockholders’ equity | $ 6,564,321 | $ 8,726,777 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Temporary equity, par value | $ 1,000 | $ 1,000 |
Temporary equity, shares issued | 4,120 | 8,240 |
Temporary equity, shares outstanding | 4,120 | 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 | 43,483,261 | 38,780,038 |
Common stock, shares outstanding | 43,483,261 | 38,780,038 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, dividend rate, percentage | 10.00% | 10.00% |
Series B junior participating preferred stock [Member] | ||
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue: | ||
License revenue | ||
Expenses: | ||
General and administrative | 1,294,607 | 1,279,848 |
Loss from operations | (1,294,607) | (1,279,848) |
Other income (expense): | ||
Interest income | 852 | 4,836 |
Other (expense), net | (2,156) | (4,291) |
Net loss | (1,295,911) | (1,279,303) |
Dividends paid on preferred stock | (206,000) | |
Net loss attributable to common stockholders | $ (1,501,911) | $ (1,279,303) |
Total basic and diluted loss per share | $ (0.04) | $ (0.04) |
Basic and diluted weighted-average shares outstanding | 39,008,810 | 36,480,038 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss from operations | $ (1,295,911) | $ (1,279,303) |
Adjustments to reconcile net loss from operations to net cash used in operating activities: | ||
Depreciation and amortization | 3,732 | 3,303 |
Stock-based compensation expense | 3,299 | |
Changes in assets and liabilities: | ||
Insurance claim Receivable | 325,105 | |
Prepaid expenses and other current assets | 412,624 | 384,202 |
Other assets | 9,133 | |
Amortization of right-of-use asset | 45,866 | 45,215 |
Accounts payable | 156,732 | (183,898) |
Decrease in lease liabilities | (47,109) | (43,884) |
Accrued expenses and other current liabilities | (773,471) | 68,414 |
Net cash used in operating activities | (1,485,105) | (680,846) |
Cash flows from investing activities: | ||
Purchase of fixed assets | (766) | |
Net cash used in investing activities | (766) | |
Cash flows from financing activities | ||
Preferred stock dividend | (206,000) | |
Net cash used in financing activities | (206,000) | |
Net decrease in cash and cash equivalents | (1,691,871) | (680,846) |
Cash and cash equivalents at beginning of period | 6,769,603 | 10,003,375 |
Cash and cash equivalents at end of period | 5,077,732 | 9,322,529 |
Supplemental disclosure of Cash Flow Information: | ||
Conversion of Series C Preferred Stock to Common Stock | $ 2,011,351 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - 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, 2020 | $ 36,480 | $ 479,561,860 | $ (470,727,380) | $ 8,870,960 | |
Beginning balance, shares at Dec. 31, 2020 | 36,480,038 | ||||
Preferred dividend | |||||
Net loss | (1,279,303) | (1,279,303) | |||
Ending balance, value at Mar. 31, 2021 | $ 36,480 | 479,561,860 | (472,006,683) | 7,591,657 | |
Ending balance, shares at Mar. 31, 2021 | 36,480,038 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 38,780 | 484,790,650 | (484,075,711) | 753,719 | |
Beginning balance, shares at Dec. 31, 2021 | 38,780,038 | ||||
Exercise of stock options | $ 21 | (21) | |||
Exercise of stock options, shares | 21,404 | 50,000 | |||
Conversion of preferred shares | $ 4,682 | 2,006,609 | $ 2,011,351 | ||
Conversion of preferred shares, shares | 4,681,819 | ||||
Preferred dividend | (206,000) | (206,000) | |||
Issuance of restricted stock for compensation | 3,299 | 3,299 | |||
Net loss | (1,295,911) | (1,295,911) | |||
Ending balance, value at Mar. 31, 2022 | $ 43,483 | $ 486,800,597 | $ (485,577,622) | $ 1,266,458 | |
Ending balance, shares at Mar. 31, 2022 | 43,483,261 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 1. Basis of Presentation and Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements at March 31, 2022 and for the three-month periods ended March 31, 2022 and 2021, respectively, are unaudited, but include all adjustments, consisting of normal recurring entries, that management believes to be necessary for a fair presentation of the periods presented. Interim results are not necessarily indicative of results for a full year. Balance sheet amounts as of December 31, 2021 have been derived from our audited financial statements as of that date. The consolidated financial statements included herein have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The consolidated financial statements should be read in conjunction with our audited financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2021. Going Concern The Company’s condensed 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 quarter ended March 31, 2022, the Company incurred a net loss of $ 1,295,911 , utilized cash in operations of $ 1,485,105 , and had an accumulated deficit of $ 485,577,622 as of March 31, 2022. In addition, the Company has no recurring revenue. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2021, has also expressed substantial doubt about the Company’s ability to continue as a going concern. At March 31, 2022, we had cash and cash equivalents and short-term investments of approximately $ 5.1 Use of Estimates Preparation of the Company’s consolidated financial statements in conformance with U.S. GAAP requires the Company’s management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The significant estimates in the Company’s consolidated financial statements relate to the valuation of equity awards, recoverability of deferred tax assets, and estimated useful lives of fixed assets, The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis, and its actual results may differ from estimates made under different assumptions or conditions. Stock Compensation The Company accounts for share-based awards to employees and nonemployees directors and consultants in accordance with the provisions of ASC 718, Compensation—Stock Compensation. Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Foreign Currency Remeasurement The U.S. dollar has been determined to be the functional currency for the net assets of our German operations. The transactions are recorded in the local currencies and are remeasured at each reporting date using the historical rates for nonmonetary assets and liabilities and current exchange rates for monetary assets and liabilities at the balance sheet date. Exchange gains and losses from the remeasurement of monetary assets and liabilities are recognized in other income (loss). We recognized a loss of approximately ($ 5,304 ) and ($ 13,070 ), respectively, for the three-month periods ended March 31, 2022 and 2021. Basic and Diluted Net Loss Per Common Share Basic and diluted net loss per common share is computed based on the weighted-average number of common shares outstanding. for the period. Diluted net income (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. Common share equivalents that could potentially dilute net loss per share in the future, and which were excluded from the computation of diluted loss per share, were as follows: Schedule of Shares Excluded from Computation of Diluted Loss Per Share As of March 31, 2022 2021 Options to acquire common stock 2,777,829 3,166,270 Warrants to acquire common stock 4,167 4,167 Series C Convertible preferred stock 4,681,818 — Investment option 11,363,637 — Shares excluded from computation of diluted loss per shares 18,827,451 3,170,437 Fair Value Measurements Assets and liabilities recorded at fair value on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs are as follows: Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. We consider carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-term nature of these financial instruments. Our non-financial assets are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2022. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s financial position, results of operations, and cash flows. 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 did not 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. |
Financing Under Security Purcha
Financing Under Security Purchase Agreement | 3 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Financing Under Security Purchase Agreement | 2. Financing Under Security Purchase Agreement On July 13, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single institutional investor (the “Investor”) for aggregate gross proceeds of $ 10 million and net proceeds of approximately $ 9.2 million. The transaction closed on July 16, 2021. Under the Purchase Agreement, the Company sold and issued (i) 2 million shares of its common stock at a purchase price of $ 0.88 per share for total gross proceeds of approximately $ 1.76 million in a registered direct offering (the “Registered Direct Offering”) and (ii) 8,240 shares of Series C 10.00 % Convertible Preferred Stock (the “Preferred Stock”) at a purchase price of $ 1,000 per share, for aggregate gross proceeds of approximately $ 8.24 million, in a concurrent private placement (the “Private Placement” and, together with the Registered Direct Offering, the “July 2021 Offerings”). The shares of the Preferred Stock are convertible, upon shareholder approval as described below, into an aggregate of up to 9,363,637 shares of common stock at a conversion price of $ 0.88 per share. Holders of the Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends at the rate per share (as a percentage of the stated value per share) of 10.00 % per annum, payable quarterly on January 1, April 1, July 1 and October 1, beginning on the first such date after the date of issuance. 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 . CytRx also issued to the Investor an unregistered preferred investment option (the “Preferred Investment Option”) that allows for the purchase of up to 11,363,637 shares of common stock for additional gross proceeds of approximately $ 10 million if the Preferred Investment Option is exercised in full. The exercise price for the Preferred Investment Option is $ 0.88 per share. The Preferred Investment Option has a term equal to five and one-half years commencing upon the Company increasing its authorized common stock following shareholder approval. The Company 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 shares of the common stock issued was $ 859,218 , (ii) the relative fair value of the 8,240 shares of Preferred Stock was $ 4,022,700 , and (iii) the relative fair value of the Preferred Investment Option was $ 4,293,872 based upon a Black Scholes valuation model. As such, the Company recorded as Additional Paid in Capital the fair value of the common stock and Preferred Investment Option of $ 5,153,090 , and the fair value of the Series C Preferred Stock was $ 4,022,700 which was reflected as mezzanine equity due to certain clauses of the Securities Purchase Agreement. On October 1, 2021, the Company paid a quarterly 10 171,668 206,000 On March 15, 2022, at a special meeting of its stockholders which was originally opened and subsequently adjourned on September 23, 2021, 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 shares to 62,393,940 shares, and to make a corresponding change to the number of authorized shares of capital stock in order to comply with the Company’s contractual obligations under the Purchase Agreement. On March 28, 2022, the Investor converted 4,120 shares of the Series C Preferred Stock in accordance with the initial terms of the agreement and received 4,681,819 common shares. 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 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 % multiplied by the aggregate subscription amount paid by such holder for shares of Preferred Stock pursuant to the Purchase Agreement; provided, however, that such partial liquidated damages shall not exceed 24 % of the aggregate subscription amounts paid by such holders pursuant to the Purchase Agreement, or $ 1,977,600 . If we fail to pay any partial liquidated damages within seven days after the date payable, we will be required to pay interest on any such amounts at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law. During the year ended December 31, 2021, the Company did not have enough shares of authorized common stock to issue the shares of common stock issuable upon the exercise or conversion of the Registrable Securities, as applicable. For the year ended December 31, 2021, the Company attempted, but was unsuccessful, to obtain its stockholders’ approval for the increase in its shares of authorized common stock at a special meeting that was originally opened and subsequently adjourned on September 23, 2021, 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 41,666,666 63,227,273 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Leases | 3. Leases We lease office space and office copiers related primarily to the administrative activities. The Company accounts for leases under ASC 842, Leases, In January 2020, the Company signed a new four 2,771 February 29, 2024 five 13,855 3.5 1,370 2.5 715,310 As of March 31, 2022, the balance of right-of-use assets was approximately $ 351,000 368,000 Future minimum lease payments under non-cancelable operating leases under ASC 842 as of March 31, 2022 are as follows: Schedule of Future Minimum Lease Payments Operating April 2022 – March 2023 $ 194,308 April 2023 – March 2024 186,908 Total future minimum lease payments 381,216 Less: present value adjustment 13,125 Operating lease liabilities at March 31, 2022 368,091 Less: current portion of operating lease liabilities 181,999 Operating lease liabilities, net of current portion $ 186,092 % The components of rent expense and supplemental cash flow information related to leases for the period are as follows: Schedule of Rent Expense and Supplemental Cash Flow Information Related to Leases Period Ended Lease Cost Operating lease cost (included in General and administrative expenses in the Company’s condensed Consolidated Statements of Operations) $ 50,616 Other information Cash paid for amounts included in the measurement of lease liabilities for the period ended March 31, 2022 $ 46,862 Weighted average remaining lease term – operating leases (in years) 1.9 Average discount rate 3.6 % |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | 4. Stock Based Compensation The Company has a 2008 Stock Incentive Plan (the “2008 Plan”) under which 5 million shares of common stock are reserved for issuance. As of March 31, 2022, there were approximately 2.3 million shares subject to outstanding stock options and approximately 0.8 million shares outstanding related to restricted stock grants issued from the 2008 Plan. The 2008 Plan expired on November 20, 2018 and thus no further shares are available for future grant under the 2008 Plan. In November 2019, the Company adopted a 2019 Stock Incentive Plan (the “2019 Plan”) under which 5.4 million shares of common stock are reserved for issuance. As of March 31, 2022, there were 0.5 million shares subject to outstanding stock options. The 2019 Plan expires on November 14, 2029 . There were no Presented below is our stock option activity: Schedule of Stock Options Activity Three- Months Ended March 31, 2022 Number of Options (Employees) Number of Options (Non-Employees) Total Number of Options Weighted-Average Exercise Price Outstanding at January 1, 2022 2,462,829 365,000 2,827,829 $ 8.09 Exercised (50,000 ) — (50,000 ) $ 0.26 Forfeited or expired — — — — Outstanding at March 31, 2022 2,412,829 365,000 2,777,829 $ 8.23 Exercisable at March 31, 2022 2,412,829 365,000 2,777,829 $ 8.23 The following table summarizes significant ranges of outstanding stock options under our plans at March 31, 2022: Schedule of Ranges of Stock Options Range of Exercise Prices Number of Options Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price Number of Options Exercisable Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price $ 0.26 1.00 500,000 7.71 $ 0.26 500,000 7.71 $ 0.26 $ 1.01 3.00 1,050,673 5.36 $ 2.04 1,050,673 5.36 $ 2.04 $ 3.01 15.00 817,482 2.85 $ 12.54 817,482 2.85 $ 12.54 $ 15.01 42.42 409,675 1.87 $ 25.24 409,675 1.87 $ 25.24 2,777,830 4.53 $ 8.23 2,777,830 4.53 $ 8.23 The Company recognized no stock compensation cost in either periods ended March 31, 2022 or March 31, 2021 as all options had previously vested. At March 31, 2022, there was no unrecognized compensation expense related to unvested stock options. The aggregate intrinsic value of the outstanding options and options vested as of March 31, 2022 was $ 45,000 At March 31, 2022 and December 31, 2021, the Company had 4,167 warrants outstanding at a weighted average exercise price of $ 10.44 . At March 31, 2022, the 4,167 warrants outstanding had no intrinsic value. Restricted Stock On December 15, 2021, the Company granted to Jennifer Simpson, who serves on our Board of Directors, 25,000 shares of restricted common stock, pursuant to the 2019 Plan. This restricted stock vests on the first anniversary of the date of the grant. The fair value of the restricted stock is based on the market price of the Company’s shares on the grant date less the par value received as consideration. The fair value of the restricted stock on the grant date was $ 11,200 and recognized stock xcompensation expense was $ 3,299 7,900 of unamortized stock compensation that will be amortized through December 2022. |
Stockholder Protection Rights P
Stockholder Protection Rights Plan | 3 Months Ended |
Mar. 31, 2022 | |
Stockholder Protection Rights Plan | |
Stockholder Protection Rights Plan | 5. Stockholder Protection Rights Plan On December 13, 2019, the Board of Directors of the Company, authorized and declared a dividend of one right (a “Right”) for each of the Company’s issued and outstanding shares of common stock, par value $ 0.001 per share . The dividend was paid to the stockholders of record at the close of business on December 23, 2019. Each Right entitled the registered holder, subject to the terms of the Original Rights Agreement (as defined below), to purchase from the Company one one-thousandth of a share of the Company’s Series B Junior Participating Preferred Stock, par value $ 0.01 per share (the “Series B Preferred Stock”), at a price of $ 5.00 (the “Purchase Price”), subject to certain adjustments. The description and terms of the Rights were set forth in the Rights Agreement, dated as of December 13, 2019 (the “Original Rights Agreement”), by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). On November 12, 2020, the Board approved an amendment and restatement of the Original Rights Agreement (as amended and restated, the “Amended and Restated Rights Agreement”) to effect certain changes to the Original Rights Agreement, including (i) reducing the duration to a term of three years, subject to certain earlier expiration as described in more detail below, and (ii) lowering the beneficial ownership threshold at which a person or group of persons becomes an Acquiring Person (as defined below) to 4.95% or more of the Company’s outstanding shares of Common Stock, subject to certain exceptions. The Amended and Restated Rights Agreement is designed to discourage (i) any person or group of persons from acquiring beneficial ownership of more than 4.95% of the Company’s shares of Common Stock and (ii) any existing stockholder currently beneficially holding 4.95% or more of the Company’s shares of Common Stock from acquiring additional shares of the Company’s Common Stock The purpose of the Amended and Restated Rights Agreement is to protect value by preserving the Company’s ability to utilize its net operating losses and certain other tax attributes (collectively, the “Tax Benefits”) to offset potential future income tax obligations. The Company’s ability to use its Tax Benefits would be substantially limited if it experiences an “ownership change,” as such term is defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Tax Code”). A corporation generally will experience an ownership change if the percentage of the corporation’s stock owned by its “5-percent shareholders,” as defined in Section 382 of the Tax Code, increases by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. The Amended and Restated Rights Agreement is intended to reduce the likelihood the Company would experience an ownership change under Section 382 of the Tax Code. The Rights will not be exercisable until the earlier to occur of (i) the close of business on the tenth business day after a public announcement or filing that a person or group of affiliated or associated persons has become an “Acquiring Person,” which is defined as a person or group of affiliated or associated persons that, at any time after the date of the Amended and Restated Rights Agreement, has acquired, or obtained the right to acquire, beneficial ownership of 4.95% or more of the Company’s outstanding shares of Common Stock, subject to certain exceptions or (ii) the close of business on the tenth business day after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person (the earlier of such dates being called the “Distribution Date”) ( provided however The Rights, which are not exercisable until the Distribution Date, will expire at or prior to the earliest of (i) the close of business on November 16, 2023; (ii) the time at which the Rights are redeemed pursuant to the Amended and Restated Rights Agreement; (iii) the time at which the Rights are exchanged pursuant to the Amended and Restated Rights Agreement; (iv) the time at which the Rights are terminated upon the occurrence of certain mergers or other transactions approved in advance by the Board; and (v) the close of business on the date set by the Board following a determination by the Board that (x) the Amended and Restated Rights Agreement is no longer necessary or desirable for the preservation of the Tax Benefits or (y) no Tax Benefits are available to be carried forward or are otherwise available (the earliest of (i), (ii), (iii), (iv) and (v) is referred to as the “ Expiration Date Each share of Series B 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 Series B 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 Series B 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 Series B 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 Series B 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 Series B 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 Series B 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 Series B 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 Series B 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Commitments Aldoxorubicin We have an agreement with Vergell Medical (“Vergell”) for the exclusive license of patent rights held by Vergell for the worldwide development and commercialization of aldoxorubicin. Under the agreement, we must make payments to Vergell in the aggregate of $ 7.5 ● commercially reasonable royalties based on a percentage of net sales (as defined in the agreement); ● a percentage of non-royalty sub-licensing income (as defined in the agreement); and ● milestones of $ 1 In the event that we must pay a third party in order to exercise our rights to the intellectual property under the agreement, we are entitled to deduct a percentage of those payments from the royalties due Vergell, up to an agreed upon cap. Arimoclomol The agreement relating to our worldwide rights to arimoclomol provides for our payment of up to an aggregate of $ 3.65 Innovive Under the merger agreement by which we acquired Innovive, we agreed to pay the former Innovive stockholders a total of up to approximately $ 18.3 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 remotely. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements at March 31, 2022 and for the three-month periods ended March 31, 2022 and 2021, respectively, are unaudited, but include all adjustments, consisting of normal recurring entries, that management believes to be necessary for a fair presentation of the periods presented. Interim results are not necessarily indicative of results for a full year. Balance sheet amounts as of December 31, 2021 have been derived from our audited financial statements as of that date. The consolidated financial statements included herein have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The consolidated financial statements should be read in conjunction with our audited financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2021. |
Going Concern | Going Concern The Company’s condensed 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 quarter ended March 31, 2022, the Company incurred a net loss of $ 1,295,911 , utilized cash in operations of $ 1,485,105 , and had an accumulated deficit of $ 485,577,622 as of March 31, 2022. In addition, the Company has no recurring revenue. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2021, has also expressed substantial doubt about the Company’s ability to continue as a going concern. At March 31, 2022, we had cash and cash equivalents and short-term investments of approximately $ 5.1 |
Use of Estimates | Use of Estimates Preparation of the Company’s consolidated financial statements in conformance with U.S. GAAP requires the Company’s management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The significant estimates in the Company’s consolidated financial statements relate to the valuation of equity awards, recoverability of deferred tax assets, and estimated useful lives of fixed assets, The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis, and its actual results may differ from estimates made under different assumptions or conditions. |
Stock Compensation | Stock Compensation The Company accounts for share-based awards to employees and nonemployees directors and consultants in accordance with the provisions of ASC 718, Compensation—Stock Compensation. Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting |
Foreign Currency Remeasurement | Foreign Currency Remeasurement The U.S. dollar has been determined to be the functional currency for the net assets of our German operations. The transactions are recorded in the local currencies and are remeasured at each reporting date using the historical rates for nonmonetary assets and liabilities and current exchange rates for monetary assets and liabilities at the balance sheet date. Exchange gains and losses from the remeasurement of monetary assets and liabilities are recognized in other income (loss). We recognized a loss of approximately ($ 5,304 ) and ($ 13,070 ), respectively, for the three-month periods ended March 31, 2022 and 2021. |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss Per Common Share Basic and diluted net loss per common share is computed based on the weighted-average number of common shares outstanding. for the period. Diluted net income (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. Common share equivalents that could potentially dilute net loss per share in the future, and which were excluded from the computation of diluted loss per share, were as follows: Schedule of Shares Excluded from Computation of Diluted Loss Per Share As of March 31, 2022 2021 Options to acquire common stock 2,777,829 3,166,270 Warrants to acquire common stock 4,167 4,167 Series C Convertible preferred stock 4,681,818 — Investment option 11,363,637 — Shares excluded from computation of diluted loss per shares 18,827,451 3,170,437 |
Fair Value Measurements | Fair Value Measurements Assets and liabilities recorded at fair value on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs are as follows: Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. We consider carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-term nature of these financial instruments. Our non-financial assets are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2022. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s financial position, results of operations, and cash flows. 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 did not 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. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 2021 Options to acquire common stock 2,777,829 3,166,270 Warrants to acquire common stock 4,167 4,167 Series C Convertible preferred stock 4,681,818 — Investment option 11,363,637 — Shares excluded from computation of diluted loss per shares 18,827,451 3,170,437 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under non-cancelable operating leases under ASC 842 as of March 31, 2022 are as follows: Schedule of Future Minimum Lease Payments Operating April 2022 – March 2023 $ 194,308 April 2023 – March 2024 186,908 Total future minimum lease payments 381,216 Less: present value adjustment 13,125 Operating lease liabilities at March 31, 2022 368,091 Less: current portion of operating lease liabilities 181,999 Operating lease liabilities, net of current portion $ 186,092 % |
Schedule of Rent Expense and Supplemental Cash Flow Information Related to Leases | The components of rent expense and supplemental cash flow information related to leases for the period are as follows: Schedule of Rent Expense and Supplemental Cash Flow Information Related to Leases Period Ended Lease Cost Operating lease cost (included in General and administrative expenses in the Company’s condensed Consolidated Statements of Operations) $ 50,616 Other information Cash paid for amounts included in the measurement of lease liabilities for the period ended March 31, 2022 $ 46,862 Weighted average remaining lease term – operating leases (in years) 1.9 Average discount rate 3.6 % |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Activity | Presented below is our stock option activity: Schedule of Stock Options Activity Three- Months Ended March 31, 2022 Number of Options (Employees) Number of Options (Non-Employees) Total Number of Options Weighted-Average Exercise Price Outstanding at January 1, 2022 2,462,829 365,000 2,827,829 $ 8.09 Exercised (50,000 ) — (50,000 ) $ 0.26 Forfeited or expired — — — — Outstanding at March 31, 2022 2,412,829 365,000 2,777,829 $ 8.23 Exercisable at March 31, 2022 2,412,829 365,000 2,777,829 $ 8.23 |
Schedule of Ranges of Stock Options | The following table summarizes significant ranges of outstanding stock options under our plans at March 31, 2022: Schedule of Ranges of Stock Options Range of Exercise Prices Number of Options Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price Number of Options Exercisable Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price $ 0.26 1.00 500,000 7.71 $ 0.26 500,000 7.71 $ 0.26 $ 1.01 3.00 1,050,673 5.36 $ 2.04 1,050,673 5.36 $ 2.04 $ 3.01 15.00 817,482 2.85 $ 12.54 817,482 2.85 $ 12.54 $ 15.01 42.42 409,675 1.87 $ 25.24 409,675 1.87 $ 25.24 2,777,830 4.53 $ 8.23 2,777,830 4.53 $ 8.23 |
Schedule of Shares Excluded fro
Schedule of Shares Excluded from Computation of Diluted Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from computation of diluted loss per shares | 18,827,451 | 3,170,437 |
Series C Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from computation of diluted loss per shares | 4,681,818 | |
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 shares | 2,777,829 | 3,166,270 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from computation of diluted loss per shares | 4,167 | 4,167 |
Investment Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from computation of diluted loss per shares | 11,363,637 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Net loss | $ 1,295,911 | $ 1,279,303 | |
Net Cash Provided by (Used in) Operating Activities | 1,485,105 | 680,846 | |
Accumulated deficit | 485,577,622 | $ 484,075,711 | |
Cash and cash equivalents | 5,077,732 | $ 6,769,603 | |
Foreign currency transaction gain loss | $ 5,304 | $ 13,070 |
Financing Under Security Purc_2
Financing Under Security Purchase Agreement (Details Narrative) - USD ($) | Jan. 02, 2022 | Oct. 01, 2021 | Jul. 13, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 28, 2022 | Mar. 15, 2022 | Mar. 14, 2022 | Sep. 23, 2021 | Sep. 22, 2021 | Dec. 13, 2019 |
Shares Issued, Price Per Share | $ 5 | ||||||||||
Common Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock, shares authorized | 62,393,940 | 62,393,940 | 63,227,273 | 41,666,666 | 62,393,940 | 41,666,666 | |||||
Stated value per share | $ 1,000 | $ 1,000 | |||||||||
Loss contingency, damages sought, value | $ 1,100,000 | ||||||||||
Loss contingency accrual provision | $ 615,123 | ||||||||||
Preferred Investment Option [Member] | |||||||||||
Option Indexed to Issuer's Equity, Shares | 11,363,637 | ||||||||||
Option Indexed to Issuer's Equity, Strike Price | $ 0.88 | ||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||
Preferred stock dividend rate percentage | 10.00% | 10.00% | 10.00% | ||||||||
Preferred stock, convertible, conversion price | $ 0.88 | ||||||||||
Preferred Stock, Contract Terms | The Certificate of Designations contains limitations that prevent the holder thereof from acquiring shares of common stock upon conversion that would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 9.99% of the total number of shares of common stock outstanding immediately after giving effect to the conversion (the “Beneficial Ownership Limitation”), except that upon notice from the holder to the Company, the holder may increase or decrease the amount of ownership of outstanding shares of common stock after converting the holder’s shares of Series C Preferred Stock, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of outstanding shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the shares of Series C Preferred Stock held by the holder and provided that any increase in the Beneficial Ownership Limitation shall not be effective until 61 days following notice to the Company. | ||||||||||
Common stock, shares authorized | 41,666,666 | ||||||||||
Stated value per share | $ 1,000 | ||||||||||
Investor [Member] | |||||||||||
Preferred Stock, Convertible, Shares Issuable | 4,681,819 | ||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 4,120 | ||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | ||||||||||
Fair value of shares issued | $ 859,218 | ||||||||||
Securities Purchase Agreement [Member] | Series C Convertible Preferred Stock [Member] | |||||||||||
Stock Issued During Period, Value, New Issues | $ 4,022,700 | ||||||||||
Stock Issued During Period, Shares, New Issues | 8,240 | ||||||||||
Adjustments to Additional Paid in Capital, Fair Value | $ 4,022,700 | ||||||||||
Securities Purchase Agreement [Member] | Preferred Investment Option [Member] | |||||||||||
Other Liabilities, Fair Value Disclosure | 4,293,872 | ||||||||||
Adjustments to Additional Paid in Capital, Fair Value | 5,153,090 | ||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | |||||||||||
Proceeds from Issuance or Sale of Equity | 10,000,000 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 9,200,000 | ||||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | ||||||||||
Shares Issued, Price Per Share | $ 0.88 | ||||||||||
Proceeds from Issuance of Common Stock | $ 1,760,000 | ||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | Preferred Investment Option [Member] | |||||||||||
Option Indexed to Issuer's Equity, Shares | 11,363,637 | ||||||||||
Option indexed to issuers equity shares value | $ 10,000,000 | ||||||||||
Option Indexed to Issuer's Equity, Strike Price | $ 0.88 | ||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | Series C Convertible Preferred Stock [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 8,240 | ||||||||||
Shares Issued, Price Per Share | $ 1,000 | ||||||||||
Preferred stock dividend rate percentage | 10.00% | 10.00% | |||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 8,240,000 | ||||||||||
Preferred Stock, Convertible, Shares Issuable | 9,363,637 | ||||||||||
Preferred stock, convertible, conversion price | $ 0.88 | ||||||||||
Preferred Stock, Contract 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 | $ 206,000 | $ 171,668 | |||||||||
Registration Rights Agreement [Member] | |||||||||||
Percentage of liquidated damages | 2.00% | ||||||||||
Liquidated damages | $ 1,977,600 | ||||||||||
Percentage of interest payable on liquidated damages | 18.00% | ||||||||||
Registration Rights Agreement [Member] | Maximum [Member] | |||||||||||
Percentage of liquidated damages | 24.00% |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Leases | ||
April 2022 - March 2023 | $ 194,308 | |
April 2023 - March 2024 | 186,908 | |
Total future minimum lease payments | 381,216 | |
Less: present value adjustment | 13,125 | |
Operating lease liabilities at September 30, 2021 | 368,091 | |
Less: current portion of operating lease liabilities | 181,999 | $ 198,819 |
Operating lease liabilities, net of current portion | $ 186,092 | $ 216,381 |
Schedule of Rent Expense and Su
Schedule of Rent Expense and Supplemental Cash Flow Information Related to Leases (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Leases | |
Operating lease cost | $ 50,616 |
Cash paid for lease liabilities | $ 46,862 |
Weighted average remaining lease term - operating leases (in years) | 1 year 10 months 24 days |
Average discount rate | 3.60% |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended | |||
Feb. 29, 2020USD ($) | Jan. 31, 2020USD ($)ft² | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | |
Leases | ||||
Lease term | 4 years | |||
Area of land | ft² | 2,771 | |||
Lease expiration date | Feb. 29, 2024 | |||
Extended term | 5 years | |||
Payments for rent | $ 1,370 | $ 13,855 | ||
Annual percentage increased in monthly rent | 2.50% | 3.50% | ||
Right of use asset | $ 715,310 | $ 351,309 | $ 397,172 | |
Lease liability obligation | $ 368,091 |
Schedule of Stock Options Activ
Schedule of Stock Options Activity (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Options, Outstanding beginning | 2,827,829 |
Weighted Average Exercise Price Options, Outstanding at beginning of year | $ / shares | $ 8.09 |
Stock Options, Exercised | (50,000) |
Weighted Average Exercise Price Options, Exercised | $ / shares | $ 0.26 |
Stock Options, Forfeited or expired | |
Weighted Average Exercise Price Options, Forfeited or expired | $ / shares | |
Stock Options, Outstanding at end of year | 2,777,829 |
Weighted Average Exercise Price Options, Outstanding end of year | $ / shares | $ 8.23 |
Stock Options, Exercisable at end of year | 2,777,829 |
Weighted Average Exercise Price Options, Exercisable at end of year | $ / shares | $ 8.23 |
Share-Based Payment Arrangement, Employee [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Options, Outstanding beginning | 2,462,829 |
Stock Options, Exercised | (50,000) |
Stock Options, Forfeited or expired | |
Stock Options, Outstanding at end of year | 2,412,829 |
Stock Options, Exercisable at end of year | 2,412,829 |
Share-Based Payment Arrangement, Nonemployee [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Options, Outstanding beginning | 365,000 |
Stock Options, Exercised | |
Stock Options, Forfeited or expired | |
Stock Options, Outstanding at end of year | 365,000 |
Stock Options, Exercisable at end of year | 365,000 |
Schedule of Ranges of Stock Opt
Schedule of Ranges of Stock Options (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options Outstanding | shares | 2,777,830 |
Weighted-Average Exercise Price | $ 8.23 |
Number of Options Exercisable | shares | 2,777,830 |
Weighted-Average Remaining Contractual Life (years) | 4 years 6 months 10 days |
Weighted-Average Exercise Price, Options Exercisable | $ 8.23 |
Share-Based Payment Arrangement, Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted-Average Remaining Contractual Life (years) | 4 years 6 months 10 days |
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 | 500,000 |
Weighted-Average Remaining Contractual Life (years) | 7 years 8 months 15 days |
Weighted-Average Exercise Price | $ 0.26 |
Number of Options Exercisable | shares | 500,000 |
Weighted-Average Remaining Contractual Life (years) | 7 years 8 months 15 days |
Weighted-Average Exercise Price, Options Exercisable | $ 0.26 |
Share-Based Payment Arrangement, Option [Member] | Exercise Price Range Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Range of Exercise Prices, Lower Range | 1.01 |
Range of Exercise Prices, Upper Range | $ 3 |
Number of Options Outstanding | shares | 1,050,673 |
Weighted-Average Remaining Contractual Life (years) | 5 years 4 months 9 days |
Weighted-Average Exercise Price | $ 2.04 |
Number of Options Exercisable | shares | 1,050,673 |
Weighted-Average Remaining Contractual Life (years) | 5 years 4 months 9 days |
Weighted-Average Exercise Price, Options Exercisable | $ 2.04 |
Share-Based Payment Arrangement, Option [Member] | Exercise Price Range Three [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Range of Exercise Prices, Lower Range | 3.01 |
Range of Exercise Prices, Upper Range | $ 15 |
Number of Options Outstanding | shares | 817,482 |
Weighted-Average Remaining Contractual Life (years) | 2 years 10 months 6 days |
Weighted-Average Exercise Price | $ 12.54 |
Number of Options Exercisable | shares | 817,482 |
Weighted-Average Remaining Contractual Life (years) | 1 year 10 months 13 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 |
Weighted-Average Remaining Contractual Life (years) | 1 year 10 months 13 days |
Weighted-Average Exercise Price | $ 25.24 |
Number of Options Exercisable | shares | 409,675 |
Weighted-Average Remaining Contractual Life (years) | 2 years 10 months 6 days |
Weighted-Average Exercise Price, Options Exercisable | $ 25.24 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) | Dec. 15, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Nov. 30, 2019 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 2,777,829 | 2,827,829 | |||
Options granted | 0 | 0 | |||
Aggregate intrinsic value of outstanding options and vested options | $ 45,000 | ||||
Class of Warrant or Right, Outstanding | 4,167 | 4,167 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10.44 | $ 10.44 | |||
Stock based compensation expense | $ 3,299 | ||||
Unamortized stock compensation | 7,900 | ||||
Warrants [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Aggregate intrinsic value of outstanding options and vested options | $ 0 | ||||
Restricted Stock [Member] | Steven Kriegsman [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 25,000 | ||||
Shares issued, shares | 11,200 | ||||
Stock based compensation expense | $ 3,299 | ||||
2008 Stock Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 5,000,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 2,300,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Nov. 20, 2018 | ||||
2008 Stock Incentive Plan [Member] | Restricted Stock [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 800,000 | ||||
2019 Stock Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 5,400,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 500,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Nov. 14, 2029 |
Stockholder Protection Rights_2
Stockholder Protection Rights Plan (Details Narrative) - $ / shares | Nov. 12, 2020 | Mar. 31, 2022 | Mar. 15, 2022 | Dec. 31, 2021 | Dec. 13, 2019 |
Stockholder Protection Rights Plan | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | 0.01 | ||
Shares Issued, Price Per Share | $ 5 | ||||
Stockholders rights description | the Board approved an amendment and restatement of the Original Rights Agreement (as amended and restated, the “Amended and Restated Rights Agreement”) to effect certain changes to the Original Rights Agreement, including (i) reducing the duration to a term of three years, subject to certain earlier expiration as described in more detail below, and (ii) lowering the beneficial ownership threshold at which a person or group of persons becomes an Acquiring Person (as defined below) to 4.95% or more of the Company’s outstanding shares of Common Stock, subject to certain exceptions. The Amended and Restated Rights Agreement is designed to discourage (i) any person or group of persons from acquiring beneficial ownership of more than 4.95% of the Company’s shares of Common Stock and (ii) any existing stockholder currently beneficially holding 4.95% or more of the Company’s shares of Common Stock from acquiring additional shares of the Company’s Common Stock | ||||
Preferred Stock, Dividend Payment Terms | Each share of Series B 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 Series B 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 Series B 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 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ in Thousands | Mar. 31, 2022USD ($) |
Aldoxorubicin [Member] | |
Product Liability Contingency [Line Items] | |
Milestone payment, amount | $ 1,000 |
Aldoxorubicin [Member] | Maximum [Member] | |
Product Liability Contingency [Line Items] | |
Milestone payment, amount | 7,500 |
Arimoclomol [Member] | |
Product Liability Contingency [Line Items] | |
Milestone payment, amount | 3,650 |
Innovivel [Member] | |
Product Liability Contingency [Line Items] | |
Future earnout merger consideration | $ 18,300 |