Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40023 | |
Entity Registrant Name | GT BIOPHARMA, INC. | |
Entity Central Index Key | 0000109657 | |
Entity Tax Identification Number | 94-1620407 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 8000 Marina Blvd | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Brisbane | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94005 | |
City Area Code | 415 | |
Local Phone Number | 919-4040 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | GTBP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 32,557,720 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 2,465,000 | $ 8,968,000 |
Short-term investments | 18,319,000 | 23,011,000 |
Prepaid expenses and other current assets | 88,000 | 190,000 |
Total Current Assets | 20,872,000 | 32,169,000 |
Operating lease right-of-use asset | 190,000 | |
Deposits | 9,000 | |
TOTAL ASSETS | 21,071,000 | 32,169,000 |
Current Liabilities | ||
Accounts payable | 3,325,000 | 8,220,000 |
Accrued expenses | 1,537,000 | 1,901,000 |
Current operating lease liability | 106,000 | |
Derivative liability | 57,000 | 138,000 |
Total Current Liabilities | 5,025,000 | 10,259,000 |
Non-current operating lease liability | 92,000 | |
Total Liabilities | 5,117,000 | 10,259,000 |
Stockholders’ Equity | ||
Common stock, par value $0.001, 250,000,000 shares authorized, 32,507,618 shares and 32,061,989 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 33,000 | 32,000 |
Common stock issuable zero shares and 327,298 shares at September 30, 2022 and December 31, 2021, respectively | 1,113,000 | |
Additional paid in capital | 684,804,000 | 674,348,000 |
Accumulated deficit | (668,884,000) | (653,584,000) |
Total Stockholders’ Equity | 15,954,000 | 21,910,000 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 21,071,000 | 32,169,000 |
Series C Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Series C - 96,230 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | $ 1,000 | $ 1,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 32,507,618 | 32,061,989 |
Common stock, shares outstanding | 32,507,618 | 32,061,989 |
Common stock issuable, shares | 0 | 327,298 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Issued | 96,230 | 96,230 |
Preferred Stock, Shares Outstanding | 96,230 | 96,230 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Operating Expenses | ||||
Research and development (includes $201 and $0 of expense from stock compensation to officers, employees and directors vesting during the three months ended September 30, 2022 and 2021, and $327 and $0 for the nine months ended September 30, 2022 and 2021, respectively) | 2,743 | 1,008 | 5,969 | 3,287 |
Selling, general and administrative (includes $2,743 and $577 of expense from stock compensation granted to officers, employees and directors during the three months ended September 30, 2022 and 2021, and $3,527 and $15,450 for the nine months ended September 30, 2022 and 2021, respectively) | 4,280 | 4,946 | 9,510 | 36,050 |
Loss from Operations | 7,023 | 5,954 | 15,479 | 39,337 |
Other (Income) Expense | ||||
Interest income | (107) | (32) | (151) | (32) |
Interest expense | 696 | |||
Change in fair value of derivative liability | (58) | (502) | (81) | (43) |
Unrealized loss on marketable securities | 23 | 33 | 53 | 33 |
Total Other (Income) Expense | (142) | (501) | (179) | 654 |
Net Loss | $ (6,881) | $ (5,453) | $ (15,300) | $ (39,991) |
Net loss per share – basic and diluted | $ (0.22) | $ (0.17) | $ (0.48) | $ (1.54) |
Weighted average common shares outstanding – basic and diluted | 31,380,634 | 31,381,282 | 31,723,792 | 25,945,827 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - Officers Employees And Directors [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expense | $ 201 | $ 0 | $ 327 | $ 0 |
Selling, General and Administrative Expenses [Member] | ||||
Share-Based Payment Arrangement, Expense | $ 2,743 | $ 577 | $ 3,527 | $ 15,450 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Common Shares Issuable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 3 | $ 5 | $ 566,356 | $ (595,797) | $ (29,433) | |
Beginning balance, shares at Dec. 31, 2020 | 2,450 | 5,218 | ||||
Equity compensation to officers, employees, and board of directors | $ 4 | 15,446 | 15,450 | |||
Equity compensation to officers and board of directors, shares | 3,838 | |||||
Issuance of common stock for services | $ 2 | 9,101 | 9,103 | |||
Issuance of common stock for services, shares | 2,142 | |||||
Net loss | (39,991) | (39,991) | ||||
Common shares issued upon mandatory conversion of notes payable and accrued interest | $ 10 | $ 3,416 | 35,373 | 38,799 | ||
Common shares issued upon mandatory conversion of notes payable and accrued interest, shares | 10,409 | 1,004 | ||||
Common shares issued upon exercise of warrants | $ 3 | 16,430 | 16,433 | |||
Common shares issued upon exercise of warrants, shares | 3,074 | |||||
Extinguishment of debt discount upon adoption of ASU 2020-06 | (4,745) | 226 | (4,519) | |||
Conversion of Preferred Series J-1 to common stock | $ (2) | $ 1 | 1 | |||
Conversion of Preferred Series J-1 to common stock, shares | (2,354) | 692 | ||||
Issuance of common stock in public offering, net of cost | $ 5 | 24,674 | 24,679 | |||
Issuance of common stock in public offering, net of cost, shares | 4,945 | |||||
Issuance of common stock for research and development agreement | 1,355 | 1,355 | ||||
Issuance of common stock for research and development agreement, shares | 190 | |||||
Ending balance, value at Sep. 30, 2021 | $ 1 | $ 30 | $ 3,416 | 663,991 | (635,562) | 31,876 |
Ending balance, shares at Sep. 30, 2021 | 96 | 30,508 | 1,004 | |||
Beginning balance, value at Dec. 31, 2020 | $ 3 | $ 5 | 566,356 | (595,797) | (29,433) | |
Beginning balance, shares at Dec. 31, 2020 | 2,450 | 5,218 | ||||
Ending balance, value at Dec. 31, 2021 | $ 1 | $ 32 | $ 1,113 | 674,348 | (653,584) | 21,910 |
Ending balance, shares at Dec. 31, 2021 | 96 | 32,062 | 327 | |||
Beginning balance, value at Jun. 30, 2021 | $ 1 | $ 28 | $ 10,716 | 655,655 | (630,109) | 36,291 |
Beginning balance, shares at Jun. 30, 2021 | 96 | 28,144 | 3,152 | |||
Equity compensation to officers, employees, and board of directors | 577 | 577 | ||||
Equity compensation to officers and board of directors, shares | 98 | |||||
Issuance of common stock for services | 327 | 327 | ||||
Issuance of common stock for services, shares | 93 | |||||
Net loss | (5,453) | (5,453) | ||||
Common shares issued upon mandatory conversion of notes payable and accrued interest | $ 2 | $ (7,300) | 7,294 | (4) | ||
Common shares issued upon mandatory conversion of notes payable and accrued interest, shares | 2,147 | (2,148) | ||||
Common shares issued upon exercise of warrants | 138 | 138 | ||||
Common shares issued upon exercise of warrants, shares | 26 | |||||
Ending balance, value at Sep. 30, 2021 | $ 1 | $ 30 | $ 3,416 | 663,991 | (635,562) | 31,876 |
Ending balance, shares at Sep. 30, 2021 | 96 | 30,508 | 1,004 | |||
Beginning balance, value at Dec. 31, 2021 | $ 1 | $ 32 | $ 1,113 | 674,348 | (653,584) | 21,910 |
Beginning balance, shares at Dec. 31, 2021 | 96 | 32,062 | 327 | |||
Equity compensation to officers, employees, and board of directors | $ 1 | 3,853 | 3,854 | |||
Equity compensation to officers and board of directors, shares | 620 | |||||
Issuance of common stock for services | 2,462 | 2,462 | ||||
Issuance of common stock for services, shares | 412 | |||||
Issuance of common shares in settlement of vendor payable | $ 1 | 3,250 | 3,251 | |||
Issuance of common shares in settlement of vendors payable, shares | 1,222 | |||||
Net loss | (15,300) | (15,300) | ||||
Cancellation of common stock previously issued for services | ||||||
Cancellation of common stock previously issued for services, shares | (291) | |||||
Cancellation of common stock previously issued to prior CEO | $ (1) | (222) | (223) | |||
Cancellation of common stock previously issued to prior CEO, shares | (1,845) | |||||
Common stock issued upon conversion of notes payable | $ (1,113) | 1,113 | ||||
Common stock issued upon conversion of notes payable, shares | 327 | (327) | ||||
Ending balance, value at Sep. 30, 2022 | $ 1 | $ 33 | 684,804 | (668,884) | 15,954 | |
Ending balance, shares at Sep. 30, 2022 | 96 | 32,507 | ||||
Beginning balance, value at Jun. 30, 2022 | $ 1 | $ 31 | 677,411 | (662,003) | 15,440 | |
Beginning balance, shares at Jun. 30, 2022 | 96 | 30,694 | ||||
Equity compensation to officers, employees, and board of directors | $ 1 | 2,943 | 2,944 | |||
Equity compensation to officers and board of directors, shares | 456 | |||||
Issuance of common stock for services | 1,200 | 1,200 | ||||
Issuance of common stock for services, shares | 135 | |||||
Issuance of common shares in settlement of vendor payable | $ 1 | 3,250 | 3,251 | |||
Issuance of common shares in settlement of vendors payable, shares | 1,222 | |||||
Net loss | (6,881) | (6,881) | ||||
Ending balance, value at Sep. 30, 2022 | $ 1 | $ 33 | $ 684,804 | $ (668,884) | $ 15,954 | |
Ending balance, shares at Sep. 30, 2022 | 96 | 32,507 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (15,300) | $ (39,991) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation – consultants | 2,462 | 10,458 |
Stock based compensation - officers, employees and board of directors | 3,854 | 15,450 |
Convertible notes payable issued for consulting services | 720 | |
Change in fair value of derivative liability | (81) | (43) |
Change in operating lease right-of-use assets | 70 | |
Unrealized loss on marketable securities | 53 | |
Changes in operating assets and liabilities: | ||
Decrease in prepaid expenses | 102 | 279 |
(Increase) in deposits | (9) | |
(Decrease) Increase in accounts payable and accrued expenses | (2,008) | 537 |
(Decrease) in operating lease liability | (62) | |
Increase in accrued interest | 689 | |
Net Cash (Used in) Operating Activities | (10,919) | (11,901) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Sales (purchases) of investments | 4,639 | (26,031) |
Net Cash Provided by (Used in) Investing Activities | 4,639 | (26,031) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock | 24,679 | |
Cancellation of common stock upon settlement with former officer | (223) | |
Proceeds from exercise of warrants | 16,433 | |
Proceeds from issuance of notes payable | 1,205 | |
Net Cash (Used in) Provided by Financing Activities | (223) | 42,317 |
Net (Decrease) Increase in Cash | (6,503) | 4,385 |
Cash at Beginning of Period | 8,968 | 5,297 |
Cash at End of Period | 2,465 | 9,682 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest | ||
Income taxes paid | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Right-of-use assets exchanged for lease liabilities | 260 | |
Extinguishment of unamortized debt discount and adjustment to accumulated deficit upon adoption of ASU 2020-06 | 4,745 | |
Common stock issued upon conversion of notes payable and accrued interest | 38,799 | |
Common stock issued upon settlement of vendor payable | 3,251 | |
Convertible notes payable issued for accrued expenses | $ 1,525 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Note 1 – Organization and Operations In 1965, the corporate predecessor of GT Biopharma Inc. (Company), Diagnostic Data, Inc. was incorporated in the State of California. Diagnostic Data changed its incorporation to the State of Delaware in 1972 and changed its name to DDI Pharmaceuticals, Inc. in 1985. In 1994, DDI Pharmaceuticals merged with International BioClinical, Inc. and Bioxytech S.A. and changed its name to OXIS International, Inc. In July 2017, the Company changed its name to GT Biopharma, Inc. The Company is a clinical stage biopharmaceutical company focused on the development and commercialization of novel immuno-oncology products based on our proprietary Tri-specific Killer Engager (TriKE ® ® ® |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Oxis Biotech, Inc. and Georgetown Translational Pharmaceuticals, Inc. All intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 28, 2022 (the “2021 Annual Report”). The consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results. Liquidity The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the nine months ended September 30, 2022, the Company recorded a net loss of $ 15.3 10.9 20.8 15.8 16.0 20.8 Historically, the Company has financed its operations through public and private sales of common stock, issuance of preferred and common stock, issuance of convertible debt instruments, and strategic collaborations. COVID-19 In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, has adversely affected workforces, customers, economies, and financial markets globally. It has also disrupted the normal operations of many businesses. This outbreak could adversely affect the Company’s operations. While the pandemic has impacted the Company’s operations, during the nine months ended September 30, 2022, the Company believes the COVID-19 pandemic had limited impact on its operating results. The Company has not observed any impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic. At this time, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations, financial condition, or liquidity. The Company has been following the recommendations of health authorities to minimize exposure risk for its team members, including having team members work remotely. Most vendors have transitioned to electronic submission of invoices and payments. Accounting Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accruals for potential liabilities, assumptions used in deriving the fair value of derivative liabilities, valuation of equity instruments issued for services and realization of deferred tax assets. Actual results could differ from those estimates. Cash Equivalents and Short-Term Investments The Company considers highly liquid investments with maturities of three months or less at the date of acquisition as cash equivalents in the accompanying condensed consolidated financial statements. As of September 30, 2022, total cash and cash equivalents which consist of cash and money market funds, amounted to approximately $ 2.5 The Company also invested its excess cash in commercial paper and corporate notes and bonds. Management generally determines the appropriate classification of its investments at the time of purchase. We classify these investments as short-term investments as part of current assets, based upon our ability and intent to use any and all of these investments as necessary to satisfy liquidity requirements that may arise from our businesses. Investments are carried at fair value with the unrealized holding gains and losses reported in the accompanying condensed consolidated statements of operations. As of September 30, 2022, total short-term investments amounted to approximately $ 18.3 Fair Value of Financial Instruments Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820-10 requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The three levels of the fair value hierarchy are as follows: Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3 Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amount of the Company’s derivative liability of $ 57,000 138,000 The carrying amounts of the Company’s other financial assets and liabilities, such as cash, prepaid expense, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The fair value of the embedded derivatives is determined using a Binomial valuation method at inception and on subsequent valuation dates. Stock-Based Compensation The Company accounts for share-based awards to employees, non-employees and consultants in accordance with the provisions of ASC 718, Compensation-Stock Compensation The Company values its equity awards using the Black-Scholes option pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions including expected volatility, expected term, and a risk-free interest rate. The Company estimates volatility using its own historical stock price volatility. The expected term of the instrument is estimated by using the simplified method. The risk-free interest rate is estimated using comparable published federal funds rates. Research and Development Costs Costs incurred for research and development are expensed as incurred. The salaries, benefits, and overhead costs of personnel conducting research and development of the Company’s products are included in research and development expenses. Purchased materials that do not have an alternative future use are also expensed. Leases The Company accounts for its leases in accordance with Accounting Standards Update (“ASU”) No. 2016-02, Leases The Company leases office space and equipment. At the lease inception date, the Company determines if an arrangement is, or contains a lease. Some of the Company’s leases include options to renew at similar terms. The Company assesses these options to determine if the Company is reasonably certain of exercising these options based on relevant economic and financial factors. Options that meet these criteria are included in the lease term at the lease commencement date. During the nine months ended September 30, 2022, the Company executed lease agreements for its office space and equipment and as a result, recorded operating lease right-of-use assets and the related lease liabilities of $ 260,000 Leases Net Loss Per Share Basic loss per share is computed using the weighted-average number of common shares outstanding during the period. Common stock issuable is included in our calculation as of the date of the underlying agreement. Diluted loss per share is computed using the weighted-average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of common stock issuable for the exercise of stock options and warrants, have been excluded from the diluted loss per share calculation because their effect is anti-dilutive. These following common stock equivalents were excluded in the computation of the net loss per share because their effect is anti-dilutive: Schedule of Anti-dilutive Securities September 30, 2022 (Unaudited) September 30, 2021 (Unaudited) Options to purchase common stock 1,835,452 - Warrants to purchase common stock 2,337,274 2,337,274 Unvested restricted common stock 295,588 - Convertible Series C Preferred Stock - 7 Total anti-dilutive securities 4,468,314 2,337,281 Concentration Cash is deposited in one financial institution. The balances held at this financial institution at times may be more than Federal Deposit Insurance Corporation (“FDIC”) insurance limits of up to $ 250,000 The Company has a significant concentration of expenses incurred and accounts payable from a single vendor. Please see Note 4 for further information. Segments The Company determined its reporting units in accordance with ASC 280, “ Segment Reporting” Management has determined that the Company has one operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments. Recent Accounting Pronouncements 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 In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832)—Disclosures by Business Entities about Government Assistance Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 3 – Fair Value of Financial Instruments The estimated fair values of financial instruments outstanding were (in thousands): Schedule of Estimated Fair Value of Financial Instrument September 30, 2022 (Unaudited) Unrealized Unrealized Fair Cost Gains Losses Value Short-term investments $ 18,372 $ — $ (53 ) $ 18,319 Total $ 18,372 $ — $ (53 ) $ 18,319 December 31, 2021 Unrealized Unrealized Fair Cost Gains Losses Value Short-term investments $ 23,040 $ — $ (29 ) $ 23,011 Total $ 23,040 $ — $ (29 ) $ 23,011 The following table represents the Company’s fair value hierarchy for its financial assets (cash equivalents and investments) (in thousands): Schedule of Fair Value Hierarchy Financial Assets Fair Value Level 1 Level 2 Level 3 September 30, 2022 (Unaudited) Fair Value Level 1 Level 2 Level 3 Money market funds $ 2,319 $ 2,319 $ — $ — Corporate notes and commercial paper 18,319 18,319 — — Total financial assets $ 20,638 $ 20,638 $ — $ — Fair Value Level 1 Level 2 Level 3 December 31, 2021 Fair Value Level 1 Level 2 Level 3 Money market funds $ 5,484 $ 5,484 $ — $ — Corporate notes and commercial paper 23,011 23,011 — — Total financial assets $ 28,495 $ 28,495 $ — $ — As of September 30, 2022, the fair value of the derivative liability was $ 57,000 Schedule of Derivative Liability Transactions September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three Months Ending Nine Months Ending September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Beginning balance $ 115,000 $ 842,000 $ 138,000 $ 383,000 Issuance of warrants — — — — Change in fair value $ (58,000 ) $ (502,000 ) $ (81,000 ) $ (43,000 ) Extinguishment — — — — Ending balance $ 57,000 $ 340,000 $ 57,000 $ 340,000 |
Accounts Payable
Accounts Payable | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable | Note 4 – Accounts Payable Accounts payable consisted of the following (in thousands): Schedule of Accounts Payable September 30, December 31, (Unaudited) Accounts payable to a third-party manufacturer $ 2,636 $ 6,335 Other accounts payable 689 1,885 Total accounts payable $ 3,325 $ 8,220 The Company relies on a third-party contract manufacturer to produce and/or test compounds used in our potential product candidates. On August 24, 2022, the Company entered into an agreement with this third-party manufacturer and issued 1,222,281 3.3 million 2.66 1.3 1.0 1.0 The Company’s accounts payable to this third-party manufacturer amounted to $ 2.6 6.3 |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 5 – Convertible Notes Payable In fiscal 2020, the Company recorded a note/debt discount of $ 4.7 On January 1, 2021 the Company chose to adopt ASU 2020-06, Debt-Debt with Conversion and Other Options and Derivatives and Hedging-Contracts in Entity’s Own Equity 4.7 0.2 4.5 |
Derivative Liability
Derivative Liability | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Liability | |
Derivative Liability | Note 6 – Derivative Liability During the year ended December 31, 2020, the Company issued certain warrants that contained a fundamental transaction provision that could give rise to an obligation to pay cash to the warrant holder upon occurrence of certain change in control type events. In accordance with ASC 480, the fair value of these warrants is classified as a liability in the Condensed Consolidated Balance Sheets and will be re-measured at the end of every reporting period with the change in value reported in the statement of operations. The derivative liabilities were valued using a Binomial pricing model with the following average assumptions: Schedule of Derivative Liabilities Assumptions September 30, December 31, 2022 2021 (Unaudited) Stock price $ 1.76 $ 3.05 Risk-free interest rate 4.25 % 1.26 % Expected volatility 114 % 129 % Expected life (in years) 2.8 3.6 Expected dividend yield - - Derivative liability, measurement input Fair value of warrants $ 57,000 $ 138,000 The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the expected volatility. The expected life was determined by using the remaining contractual life of the derivative instrument. The expected dividend yield was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. The Company recognized a gain of $ 58,000 81,000 The Company recognized a gain of $ 502,000 43,000 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 7 – Stockholders’ Equity The Company’s authorized capital as of September 30, 2022 was 750,000,000 0.001 15,000,000 0.01 250,000,000 Common Stock Common Stock Issuable On February 16, 2021, because of the mandatory conversion of the notes payable and accrued interest in the aggregate amount of $ 38.8 11,413,322 11,086,024 327,298 1.1 Cancellation of common stock The Company cancelled 290,999 previously issued shares of common stock during the nine months ended September 30, 2022. Equity compensation to officers, employees and directors a. As part of employment agreements with its former CEO and its former CFO (“Officers”), the Officers received a fully vested stock grant equal to an aggregate of 10% 1.5% 1% 1.25% Pursuant to the agreement, approximately 33% of the common stock to be issued vested immediately while the remaining 67% vests two years On February 16, 2021, the Company completed its equity offering and listed its shares of common stock on the Nasdaq Capital Market. As such, 4,379,407 18.6 During the three months and nine months ended September 30, 2022, the Company recognized $ 382,000 1.1 million of stock compensation expense related to the vesting of common shares to officers, employees and directors. During the three months and nine months ended September 30, 2021, the Company recognized $ 577,000 15.4 million of stock compensation expense related to the vesting of these common shares to officers, employees and directors. b. In July 2022, the Company granted 378,058 938,000 During the three months and nine months ended September 30, 2022, the Company recognized $ 938,000 938,000 c. During the three months and nine months ended September 30, 2022, the Company also recognized stock compensation expense of $ 1.6 1.8 As a result, the Company recognized total stock compensation expense of $ 2.9 3.8 As of September 30, 2022, there were 134,836 626,000 Equity compensation to consultants a. As part of consulting agreements with certain consultants, the Company agreed to grant these consultants common stock equal to 1% and 3% On February 16, 2021, the Company completed its equity offering and listed its shares of common stock on the Nasdaq Capital Market. As a result of this offering, the Company agreed to issue to these consultants 2,850,090 shares of common stock with a grant date fair value of $ 10.7 million, of which 1,934,817 shares of common stock vested immediately while the remaining 915,273 , shares of common stock vests over two years . Pursuant to current accounting guidelines, as the grant of the common stock is subject to milestone or performance conditions, the Company measured the fair value of the common stock on the respective date of the agreement, and then such award is being recorded as compensation expense based upon the vesting term of the grant. During the three months and nine months ended September 30, 2022, the Company recognized stock compensation expense of $ 325,000 and $ 976,000 , respectively, related to the vesting of these common shares to consultants. b. In July 2022, the Company granted 20,882 shares of fully vested common stock with a fair value of $ 52,000 to certain consultants for services rendered. This was recognized as stock compensation expense for the three months and nine months ending September 30, 2022. During the three months and nine months ended September 30, 2022, the Company recognized $ 64,000 and $ 675,000 of stock compensation expense related to the vesting of common shares. c. During the three months and nine months ended September 30, 2022, the Company also recognized stock compensation expense of $ 759,000 and $ 759,000 , respectively, to account for the fair value of all vested stock options. As a result, the Company recognized total stock compensation expense of $ 1.2 2.5 During the three months and nine months ended September 30, 2021, the Company recognized an aggregate of $ 327,000 9.1 million of stock compensation expense related to the vesting of common shares granted to consultants. As of September 30, 2022, there were 160,752 unvested shares of common stock issued to consultants with a fair value of $ 552,000 that will be recognized as stock compensation expense in future periods based upon their vesting term. Settlement of common stock with a former Officer On April 29, 2022, the Company entered into a settlement agreement with its former Chief Executive Officer (“Officer”) and received 1,845,000 223,000 Preferred Stock Series C Preferred Stock At September 30, 2022 and December 31, 2021, there were 96,230 0.01 As a result of reverse stock splits in previous years and the agreement terms for adjusting the rights of the related shares, the 96,230 Series K Preferred Stock On February 16, 2021, the Board designated 115,000 .01 Shares of the Series K Preferred Stock are convertible at any time, at the option of the holders, into shares of the Company’s common stock at an effective conversion rate of 100 As of September 30, 2022 and December 31, 2021, there were no Warrants and Options Common Stock Warrants Stock warrant transactions for the nine months ended September 30, 2022 were as follows: Schedule of Warrant Activity Number of Weighted Average Warrants Exercise Price Warrants outstanding at December 31, 2021 2,337,274 $ 5.30 Granted - - Forfeited/cancelled - - Exercised - - Warrants outstanding at September 30, 2022 2,337,274 $ 5.30 Warrants exercisable at September 30, 2022 2,337,274 $ 5.30 As of September 30, 2022, all issued and outstanding warrants are fully vested, and have no intrinsic value as the exercise price of these warrants was greater than the market price. Common Stock Options Common stock option transactions for the nine months ended September 30, 2022 were as follows: Schedule of Options Activity Number of Weighted Average Options Exercise Price Options outstanding at December 31, 2021 302,500 $ 3.05 Granted 1,532,952 2.48 Forfeited/cancelled - - Exercised - - Options outstanding at September 30, 2022 1,835,452 $ 2.57 Options exercisable at September 30, 2022 1,209,847 $ 2.56 On July 15, 2022, the Company granted certain consultants, employees, officers and directors stock options to purchase an aggregate of 1,532,952 2.48 3.4 2.3 2.3 At September 30, 2022, there were 625,605 unvested options with a grant date fair value of $ 1.5 million which will be recognized as stock compensation expense in future periods based upon the remaining vesting term of the applicable grants. There was no |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies Litigation The Company is involved in certain legal proceedings that arise from time to time in the ordinary course of our business. Except for income tax contingencies, we record accruals for contingencies to the extent that our management concludes that the occurrence is probable and that the related amounts of loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. Other than the item discussed below, there is no current or pending litigation of any significance with the exception of the matters that have arisen under, and are being handled in, the normal course of business. On May 13, 2022, the Company made a claim against Michael Handelman, its former Chief Financial Officer, asserting that he misappropriated Company funds and shares of common stock, and failed to file the required SEC reports on Form 3 and Form 4 regarding each acquisition and disposition of Company’s common stock. The Company seeks monetary damages estimated at $ 370,000 As a component of Mr. Handelman’s contract with the Company, disputes shall be fully addressed and finally resolved by binding arbitration conducted by the American Arbitration Association (AAA) in New York City, New York, in accordance with its National Employment Dispute Resolution rules. In connection with any such arbitration, the Company shall bear all costs not otherwise borne by a plaintiff in a court proceeding. The Company agrees that any decisions of the Arbitration Panel will be binding and enforceable in any state that the Company conducts the operation of its business. In accordance with California Labor Laws, the Company has designated Los Angeles, California as the venue for this arbitration. The Company is awaiting to receive a date of hearing from AAA. Significant Agreements Research and Development Agreements a. The Company is a party to a scientific research agreement with the Regents of the University of Minnesota (“UoMN”), effective June 16, 2021. This scientific research agreement aims to work with the Company with three major goals in mind: (1) support the Company’s TriKE ® ® ® ® ® ® 2.1 924,000 For the three months and nine months ended September 30, 2022, the Company recorded an expense of $ 192,000 and $ 575,000 $541,000 541,000 At September 30, 2022, the Company’s remaining commitments in relation to this agreement amounted to approximately $ 601,000 b. On October 5, 2020, GT Biopharma entered into a Master Services Agreement with a third-party product manufacturer to perform biologic development and manufacturing services on behalf of the Company. Associated with this, the Company has subsequently signed five Statements of Work for the research and development of products for use in clinical trials. The Company’s commitments in relation to these Statements of Work and any related Change Orders totaled approximately $ 13 10.5 For the three months and nine months ended September 30, 2022, the Company recorded an expense of $ 720,000 1.9 528,000 677,000 As a result of an amendment to the agreement dated August 24, 2022, the Company has no remaining commitments in relation to these Statements of Work and any related Change Orders (see Note 4). Patent and License Agreements 2016 Exclusive Patent License Agreement The Company is party to an exclusive worldwide license agreement with the Regents of the University of Minnesota, to further develop and commercialize cancer therapies using TriKE ® ® ® 0.2 0.1 4% 6 0.25 5.0 3.1 1.0 250 5.0 500 For the three months and nine months ended September 30, 2022, the Company incurred $ 90,000 313,000 67,000 339,000 2021 Patent License Agreement On March 26, 2021, the Company signed an agreement specific to the B7H3 targeted TriKE ® 20,000 5,000 2.5% 5% 0.25 2.0 3.1 1.0 250 5.0 500 For the three months and nine months ended September 30, 2022, the Company did no Lease Agreements On November 19, 2021 the Company entered into a sublease with a third party for approximately 4,500 9,450 commencement date of January 1, 2022 and maturing on June 30, 2024 415 Rent expense related to these leases reflected on the Company’s condensed consolidated statements of operations totaled $ 29,000 87,000 Other information related to leases and future minimum lease payments under non-cancellable operating leases were as follows: Schedule of Other Information Related Leases Under Non-Cancellable September 30, 2022 (Unaudited) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 79,000 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 260,000 Weighted-average remaining lease term (in years): Operating leases 2.0 Weighted-average discount rate: Operating leases 10 % Future minimum lease payments under non-cancellable operating leases were as follows: Schedule of Future Minimum Lease Payments Operating leases (Unaudited) Within one year $ 121,000 After one year and within two years 94,000 After two years and within three years 2,000 Total future minimum lease payments $ 217,000 Less – discount (19,000 ) Lease liability $ 198,000 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events On October 3, 2022, the Company issued 50,102 93,000 On October 10, 2022, at a special meeting of the stockholders of the Company, the stockholders ratified and approved the inclusion of discretionary votes by brokers and other nominees holding shares for beneficial owners in the tabulation of votes on the proposal presented at the Company’s annual meeting of stockholders to reduce the authorized number of shares of the Company’s common stock from 750,000,000 250,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Oxis Biotech, Inc. and Georgetown Translational Pharmaceuticals, Inc. All intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 28, 2022 (the “2021 Annual Report”). The consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results. |
Liquidity | Liquidity The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the nine months ended September 30, 2022, the Company recorded a net loss of $ 15.3 10.9 20.8 15.8 16.0 20.8 Historically, the Company has financed its operations through public and private sales of common stock, issuance of preferred and common stock, issuance of convertible debt instruments, and strategic collaborations. |
COVID-19 | COVID-19 In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, has adversely affected workforces, customers, economies, and financial markets globally. It has also disrupted the normal operations of many businesses. This outbreak could adversely affect the Company’s operations. While the pandemic has impacted the Company’s operations, during the nine months ended September 30, 2022, the Company believes the COVID-19 pandemic had limited impact on its operating results. The Company has not observed any impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic. At this time, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations, financial condition, or liquidity. The Company has been following the recommendations of health authorities to minimize exposure risk for its team members, including having team members work remotely. Most vendors have transitioned to electronic submission of invoices and payments. |
Accounting Estimates | Accounting Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accruals for potential liabilities, assumptions used in deriving the fair value of derivative liabilities, valuation of equity instruments issued for services and realization of deferred tax assets. Actual results could differ from those estimates. |
Cash Equivalents and Short-Term Investments | Cash Equivalents and Short-Term Investments The Company considers highly liquid investments with maturities of three months or less at the date of acquisition as cash equivalents in the accompanying condensed consolidated financial statements. As of September 30, 2022, total cash and cash equivalents which consist of cash and money market funds, amounted to approximately $ 2.5 The Company also invested its excess cash in commercial paper and corporate notes and bonds. Management generally determines the appropriate classification of its investments at the time of purchase. We classify these investments as short-term investments as part of current assets, based upon our ability and intent to use any and all of these investments as necessary to satisfy liquidity requirements that may arise from our businesses. Investments are carried at fair value with the unrealized holding gains and losses reported in the accompanying condensed consolidated statements of operations. As of September 30, 2022, total short-term investments amounted to approximately $ 18.3 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820-10 requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The three levels of the fair value hierarchy are as follows: Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3 Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amount of the Company’s derivative liability of $ 57,000 138,000 The carrying amounts of the Company’s other financial assets and liabilities, such as cash, prepaid expense, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The fair value of the embedded derivatives is determined using a Binomial valuation method at inception and on subsequent valuation dates. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for share-based awards to employees, non-employees and consultants in accordance with the provisions of ASC 718, Compensation-Stock Compensation The Company values its equity awards using the Black-Scholes option pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions including expected volatility, expected term, and a risk-free interest rate. The Company estimates volatility using its own historical stock price volatility. The expected term of the instrument is estimated by using the simplified method. The risk-free interest rate is estimated using comparable published federal funds rates. |
Research and Development Costs | Research and Development Costs Costs incurred for research and development are expensed as incurred. The salaries, benefits, and overhead costs of personnel conducting research and development of the Company’s products are included in research and development expenses. Purchased materials that do not have an alternative future use are also expensed. |
Leases | Leases The Company accounts for its leases in accordance with Accounting Standards Update (“ASU”) No. 2016-02, Leases The Company leases office space and equipment. At the lease inception date, the Company determines if an arrangement is, or contains a lease. Some of the Company’s leases include options to renew at similar terms. The Company assesses these options to determine if the Company is reasonably certain of exercising these options based on relevant economic and financial factors. Options that meet these criteria are included in the lease term at the lease commencement date. During the nine months ended September 30, 2022, the Company executed lease agreements for its office space and equipment and as a result, recorded operating lease right-of-use assets and the related lease liabilities of $ 260,000 Leases |
Net Loss Per Share | Net Loss Per Share Basic loss per share is computed using the weighted-average number of common shares outstanding during the period. Common stock issuable is included in our calculation as of the date of the underlying agreement. Diluted loss per share is computed using the weighted-average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of common stock issuable for the exercise of stock options and warrants, have been excluded from the diluted loss per share calculation because their effect is anti-dilutive. These following common stock equivalents were excluded in the computation of the net loss per share because their effect is anti-dilutive: Schedule of Anti-dilutive Securities September 30, 2022 (Unaudited) September 30, 2021 (Unaudited) Options to purchase common stock 1,835,452 - Warrants to purchase common stock 2,337,274 2,337,274 Unvested restricted common stock 295,588 - Convertible Series C Preferred Stock - 7 Total anti-dilutive securities 4,468,314 2,337,281 |
Concentration | Concentration Cash is deposited in one financial institution. The balances held at this financial institution at times may be more than Federal Deposit Insurance Corporation (“FDIC”) insurance limits of up to $ 250,000 The Company has a significant concentration of expenses incurred and accounts payable from a single vendor. Please see Note 4 for further information. |
Segments | Segments The Company determined its reporting units in accordance with ASC 280, “ Segment Reporting” Management has determined that the Company has one operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832)—Disclosures by Business Entities about Government Assistance Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Anti-dilutive Securities | These following common stock equivalents were excluded in the computation of the net loss per share because their effect is anti-dilutive: Schedule of Anti-dilutive Securities September 30, 2022 (Unaudited) September 30, 2021 (Unaudited) Options to purchase common stock 1,835,452 - Warrants to purchase common stock 2,337,274 2,337,274 Unvested restricted common stock 295,588 - Convertible Series C Preferred Stock - 7 Total anti-dilutive securities 4,468,314 2,337,281 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Estimated Fair Value of Financial Instrument | The estimated fair values of financial instruments outstanding were (in thousands): Schedule of Estimated Fair Value of Financial Instrument September 30, 2022 (Unaudited) Unrealized Unrealized Fair Cost Gains Losses Value Short-term investments $ 18,372 $ — $ (53 ) $ 18,319 Total $ 18,372 $ — $ (53 ) $ 18,319 December 31, 2021 Unrealized Unrealized Fair Cost Gains Losses Value Short-term investments $ 23,040 $ — $ (29 ) $ 23,011 Total $ 23,040 $ — $ (29 ) $ 23,011 |
Schedule of Fair Value Hierarchy Financial Assets | The following table represents the Company’s fair value hierarchy for its financial assets (cash equivalents and investments) (in thousands): Schedule of Fair Value Hierarchy Financial Assets Fair Value Level 1 Level 2 Level 3 September 30, 2022 (Unaudited) Fair Value Level 1 Level 2 Level 3 Money market funds $ 2,319 $ 2,319 $ — $ — Corporate notes and commercial paper 18,319 18,319 — — Total financial assets $ 20,638 $ 20,638 $ — $ — Fair Value Level 1 Level 2 Level 3 December 31, 2021 Fair Value Level 1 Level 2 Level 3 Money market funds $ 5,484 $ 5,484 $ — $ — Corporate notes and commercial paper 23,011 23,011 — — Total financial assets $ 28,495 $ 28,495 $ — $ — |
Schedule of Derivative Liability Transactions | Schedule of Derivative Liability Transactions September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three Months Ending Nine Months Ending September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Beginning balance $ 115,000 $ 842,000 $ 138,000 $ 383,000 Issuance of warrants — — — — Change in fair value $ (58,000 ) $ (502,000 ) $ (81,000 ) $ (43,000 ) Extinguishment — — — — Ending balance $ 57,000 $ 340,000 $ 57,000 $ 340,000 |
Accounts Payable (Tables)
Accounts Payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable | Accounts payable consisted of the following (in thousands): Schedule of Accounts Payable September 30, December 31, (Unaudited) Accounts payable to a third-party manufacturer $ 2,636 $ 6,335 Other accounts payable 689 1,885 Total accounts payable $ 3,325 $ 8,220 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Liability | |
Schedule of Derivative Liabilities Assumptions | The derivative liabilities were valued using a Binomial pricing model with the following average assumptions: Schedule of Derivative Liabilities Assumptions September 30, December 31, 2022 2021 (Unaudited) Stock price $ 1.76 $ 3.05 Risk-free interest rate 4.25 % 1.26 % Expected volatility 114 % 129 % Expected life (in years) 2.8 3.6 Expected dividend yield - - Derivative liability, measurement input Fair value of warrants $ 57,000 $ 138,000 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Warrant Activity | Stock warrant transactions for the nine months ended September 30, 2022 were as follows: Schedule of Warrant Activity Number of Weighted Average Warrants Exercise Price Warrants outstanding at December 31, 2021 2,337,274 $ 5.30 Granted - - Forfeited/cancelled - - Exercised - - Warrants outstanding at September 30, 2022 2,337,274 $ 5.30 Warrants exercisable at September 30, 2022 2,337,274 $ 5.30 |
Schedule of Options Activity | Common stock option transactions for the nine months ended September 30, 2022 were as follows: Schedule of Options Activity Number of Weighted Average Options Exercise Price Options outstanding at December 31, 2021 302,500 $ 3.05 Granted 1,532,952 2.48 Forfeited/cancelled - - Exercised - - Options outstanding at September 30, 2022 1,835,452 $ 2.57 Options exercisable at September 30, 2022 1,209,847 $ 2.56 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Other Information Related Leases Under Non-Cancellable | Other information related to leases and future minimum lease payments under non-cancellable operating leases were as follows: Schedule of Other Information Related Leases Under Non-Cancellable September 30, 2022 (Unaudited) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 79,000 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 260,000 Weighted-average remaining lease term (in years): Operating leases 2.0 Weighted-average discount rate: Operating leases 10 % |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under non-cancellable operating leases were as follows: Schedule of Future Minimum Lease Payments Operating leases (Unaudited) Within one year $ 121,000 After one year and within two years 94,000 After two years and within three years 2,000 Total future minimum lease payments $ 217,000 Less – discount (19,000 ) Lease liability $ 198,000 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 4,468,314 | 2,337,281 |
Options To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 1,835,452 | |
Warrants To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 2,337,274 | 2,337,274 |
Unvested Restricted Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 295,588 | |
Convertible Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 7 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||||||
Net loss | $ 6,881,000 | $ 5,453,000 | $ 15,300,000 | $ 39,991,000 | ||||
Net cash used in operating activities | 10,919,000 | 11,901,000 | ||||||
Short-term investment | 20,800,000 | 20,800,000 | ||||||
Working capital | 15,800,000 | 15,800,000 | ||||||
Stockholders' equity | 15,954,000 | 31,876,000 | 15,954,000 | 31,876,000 | $ 15,440,000 | $ 21,910,000 | $ 36,291,000 | $ (29,433,000) |
Investments and cash | 20,800,000 | 20,800,000 | ||||||
Total cash equivalents | 2,500,000 | 2,500,000 | ||||||
Short term investment | 18,319,000 | 18,319,000 | 23,011,000 | |||||
Derivative liability | 57,000 | $ 340,000 | 57,000 | $ 340,000 | $ 115,000 | 138,000 | $ 842,000 | $ 383,000 |
Operating lease, right-of-use asset | 190,000 | 190,000 | ||||||
Operating lease,liability | 217,000,000 | 217,000,000 | ||||||
FDIC amount | 250,000 | 250,000 | ||||||
Office Space and Equipment [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Operating lease, right-of-use asset | 260,000 | 260,000 | ||||||
Operating lease,liability | $ 260,000 | $ 260,000 |
Schedule of Estimated Fair Valu
Schedule of Estimated Fair Value of Financial Instrument (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Cost | $ 18,372 | $ 23,040 |
Unrealized gains | ||
Unrealized losses | (53) | (29) |
Fair value | 18,319 | 23,011 |
Short-Term Investments [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Cost | 18,372 | 23,040 |
Unrealized gains | ||
Unrealized losses | (53) | (29) |
Fair value | $ 18,319 | $ 23,011 |
Schedule of Fair Value Hierarch
Schedule of Fair Value Hierarchy Financial Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | $ 20,638 | $ 28,495 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | 20,638 | 28,495 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | ||
Money Market Funds [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | 2,319 | 5,484 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | 2,319 | 5,484 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | ||
Commercial Paper [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | 18,319 | 23,011 |
Commercial Paper [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | 18,319 | 23,011 |
Commercial Paper [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets | ||
Commercial Paper [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Total financial assets |
Schedule of Derivative Liabilit
Schedule of Derivative Liability Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Beginning balance | $ 115,000 | $ 842,000 | $ 138,000 | $ 383,000 |
Issuance of warrants | ||||
Change in fair value | (58,000,000) | (502,000,000) | (81,000,000) | (43,000,000) |
Extinguishment | ||||
Ending balance | $ 57,000 | $ 340,000 | $ 57,000 | $ 340,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details Narrative) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||||||
Derivative liability | $ 57,000 | $ 115,000 | $ 138,000 | $ 340,000 | $ 842,000 | $ 383,000 |
Schedule of Accounts Payable (D
Schedule of Accounts Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable to a third-party manufacturer | $ 2,636 | $ 6,335 |
Other accounts payable | 689 | 1,885 |
Total accounts payable | $ 3,325 | $ 8,220 |
Accounts Payable (Details Narra
Accounts Payable (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||
Aug. 24, 2022 | Sep. 30, 2021 | Oct. 03, 2022 | Sep. 30, 2022 | Sep. 01, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Stock Issued During Period, Value, New Issues | ||||||
Accounts payable | $ 3,325 | $ 8,220 | ||||
Common Stock [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 692,000 | |||||
Stock Issued During Period, Value, New Issues | $ 1 | |||||
Payment Agreement [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Accounts payable | $ 2,600 | $ 6,300 | ||||
Third Party Manufacturer [Member] | Payment Agreement [Member] | November Two Thousand And Twenty Two [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Notes Payable, Related Parties | $ 1,000 | $ 1,000 | $ 1,300 | |||
Third Party Manufacturer [Member] | Payment Agreement [Member] | Common Stock [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 1,222,281 | |||||
Stock Issued During Period, Value, New Issues | $ 3,300 | |||||
Shares Issued, Price Per Share | $ 2.66 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - Accounting Standards Update 2020-06 [Member] - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2020 | |
Beneficial conversion feature | $ 4.7 | $ 4.7 |
Interest expense due to amortization of debt discount | 0.2 | |
Debt instrument, unamortized discount | $ 4.5 |
Schedule of Derivative Liabil_2
Schedule of Derivative Liabilities Assumptions (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | $ / shares | $ 1.76 | $ 3.05 |
Fair value of warrants | $ | $ 57,000 | $ 138,000 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 4.25 | 1.26 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 114 | 129 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected life (in years) | 2 years 9 months 18 days | 3 years 7 months 6 days |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative Liability | ||||
Gain on derivative | $ 58,000 | $ 502,000 | $ 81,000 | $ 43,000 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Equity [Abstract] | |
Warrants outstanding, beginning balance | shares | 2,337,274 |
Weighted average exercise price, beginning balance | $ / shares | $ 5.30 |
Number of warrants, granted | shares | |
Weighted average exercise price, granted | $ / shares | |
Number of warrants, forfeited | shares | |
Weighted average exercise price, forfeited | $ / shares | |
Number of warrants, exercised | shares | |
Weighted average exercise price, exercised | $ / shares | |
Warrants outstanding, ending balance | shares | 2,337,274 |
Weighted average exercise price, ending balance | $ / shares | $ 5.30 |
Warrants exercisable, ending balance | shares | 2,337,274 |
Exercisable, ending balance | $ / shares | $ 5.30 |
Schedule of Options Activity (D
Schedule of Options Activity (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Equity [Abstract] | |
Options outstanding, beginning | shares | 302,500 |
Exercise price of warrants or rights | $ / shares | $ 3.05 |
Number of options, granted | shares | 1,532,952 |
Weighted average exercise price, granted | $ / shares | $ 2.48 |
Number of options, forfeited | shares | |
Weighted average exercise price, forfeited | $ / shares | |
Number of options, exercised | shares | |
Weighted average exercise price, exercised | $ / shares | |
Options outstanding, ending | shares | 1,835,452 |
Exercise price of warrants or rights | $ / shares | $ 2.57 |
Options exercisable, ending | shares | 1,209,847 |
Options exercisable, ending | $ / shares | $ 2.56 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jul. 15, 2022 | Apr. 29, 2022 | Feb. 16, 2021 | Feb. 15, 2021 | Jul. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Oct. 10, 2022 | Oct. 09, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | |||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Shares issued, value | ||||||||||||
Number of shares cancelled in common stock | 290,999 | |||||||||||
Vesting period | 2 years | 2 years | ||||||||||
Common stock shares granted for consultants | 4,379,407 | |||||||||||
Fair value of stock options granted for consultants | $ 18,600,000 | |||||||||||
Issuance of shares for service, value | $ 1,200,000 | $ 327,000 | $ 2,462,000 | 9,103,000 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 625,605 | 625,605 | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Vested And Expected To unvest Outstanding Aggregate Intrinsic Value | $ 1,500,000 | $ 1,500,000 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 2.56 | $ 2.56 | ||||||||||
Options outstanding intrinsic value | $ 0 | $ 0 | ||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Preferred stock, shares issued | 96,230 | 96,230 | 96,230 | |||||||||
Preferred stock, shares outstanding | 96,230 | 96,230 | 96,230 | |||||||||
Series K Preferred Stocks [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred stock, par value | $ 0.01 | |||||||||||
Preferred stock shares designated | 115,000 | |||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||
Convertible shares issuable | 100 | |||||||||||
Equity Option [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Fair value | $ 759,000,000 | $ 759,000,000 | ||||||||||
Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Fair value | 64,000,000 | 675,000,000 | ||||||||||
Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Fair value | 1,200,000 | 2,500,000 | ||||||||||
Share-Based Payment Arrangement, Tranche Three [Member] | Equity Option [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Fair value | 2,300,000 | $ 2,300,000 | ||||||||||
Chief Executive Officer [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Number of shares received | 1,845,000 | |||||||||||
Legal and professional expenses | $ 223,000 | |||||||||||
Chief Executive Officer [Member] | Employment Agreements [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Percentage of outstanding stock maximum | 10% | |||||||||||
Chief Financial Officer [Member] | Employment Agreements [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Percentage of outstanding stock maximum | 1.50% | |||||||||||
Director [Member] | Employment Agreements [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Share-based payment award, description | Pursuant to the agreement, approximately 33% of the common stock to be issued vested immediately while the remaining 67% vests | |||||||||||
Officers Employees And Directors [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Share based compensation | $ 382,000,000 | $ 577,000,000 | $ 1,100,000 | $ 15,400,000 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 134,836 | 134,836 | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Vested And Expected To unvest Outstanding Aggregate Intrinsic Value | $ 626,000 | $ 626,000 | ||||||||||
Officers [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Issuance of shares for service | 378,058,000 | |||||||||||
Issuance of shares for service, value | $ 938,000,000 | |||||||||||
Consultants [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Share based compensation | $ 325,000,000 | $ 976,000,000 | ||||||||||
Issuance of shares for service | 20,882,000 | |||||||||||
Issuance of shares for service, value | $ 52,000,000 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 160,752 | 160,752 | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Vested And Expected To unvest Outstanding Aggregate Intrinsic Value | $ 552,000 | $ 552,000 | ||||||||||
Shares, Issued | 2,850,090 | |||||||||||
[custom:CommonStockConsultantToFairValue] | $ 10,700,000 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,934,817 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 915,273 | |||||||||||
Consultant Employees Officers And Directors [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred stock shares designated | 3,400,000 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 1,532,952 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 2.48 | |||||||||||
Maximum [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Percentage of outstanding stock maximum | 3% | |||||||||||
Maximum [Member] | Director [Member] | Employment Agreements [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Percentage of outstanding stock maximum | 1.25% | |||||||||||
Minimum [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Percentage of outstanding stock maximum | 1% | |||||||||||
Minimum [Member] | Director [Member] | Employment Agreements [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Percentage of outstanding stock maximum | 1% | |||||||||||
Subsequent Event [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Common stock, shares authorized | 250,000,000 | 750,000,000 | ||||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Common stock, shares authorized | 250,000,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | ||||||||||
Debt converted amount | $ 38,800,000 | |||||||||||
Converted conversion of common stock | 11,413,322 | 11,086,024 | ||||||||||
Preferred stock shares designated | 692,000 | |||||||||||
Shares issued, value | $ 1,000 | |||||||||||
Share based compensation | $ 2,900,000 | $ 3,800,000 | ||||||||||
Issuance of shares for service | 135,000 | 93,000 | 412,000 | 2,142,000 | ||||||||
Issuance of shares for service, value | $ 2,000 | |||||||||||
Fair value | 938,000,000 | 938,000,000 | ||||||||||
Common Stock [Member] | Consultants [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Fair value | 327,000 | 9,100,000 | ||||||||||
Common Stock Issuable [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred stock shares designated | 327,298 | |||||||||||
Shares issued, value | $ 1,100,000 | |||||||||||
Stock Options [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Fair value | $ 1,600,000 | $ 1,800,000 |
Schedule of Other Information R
Schedule of Other Information Related Leases Under Non-Cancellable (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating cash flows from operating leases | $ 79,000 |
Right of use assets operating leases | $ 260,000 |
Weighted average remaining lease term operating leases | 2 years |
Weighted average discount rate operating leases | 10% |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Within one year | $ 121,000 |
After one year and within two years | 94,000 |
After two years and within three years | 2,000 |
Total future minimum lease payments | 217,000 |
Less – discount | (19,000) |
Lease liability | $ 198,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 3 Months Ended | 9 Months Ended | |||||||
May 13, 2022 USD ($) | Feb. 08, 2022 USD ($) | Nov. 19, 2021 USD ($) ft² | Mar. 26, 2021 USD ($) | Oct. 05, 2020 | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Loss Contingencies [Line Items] | |||||||||
Monetary damages estimated amount | $ 370,000 | ||||||||
Project fee | $ 2,100,000 | ||||||||
Project fee incurred | 924,000 | ||||||||
Research and development expense | $ 2,743,000 | $ 1,008,000 | 5,969,000 | $ 3,287,000 | |||||
Remaining commitments | 601,000 | 601,000 | |||||||
Other Commitments, Description | On October 5, 2020, GT Biopharma entered into a Master Services Agreement with a third-party product manufacturer to perform biologic development and manufacturing services on behalf of the Company. Associated with this, the Company has subsequently signed five Statements of Work for the research and development of products for use in clinical trials. The Company’s commitments in relation to these Statements of Work and any related Change Orders totaled approximately $13 million, of which $10.5 million was incurred and recorded in prior years. | ||||||||
Patent expense | 90,000 | 67,000 | 313,000 | 339,000 | |||||
Rent expense | $ 415 | $ 9,450 | 29,000 | 87,000 | |||||
Scientific Research Agreement [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Research and development expense | 192,000 | 541,000 | 575,000 | 541,000 | |||||
Master Services Agreement [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Research and development arrangement | 13,000,000 | ||||||||
Research and Development Arrangement, Contract to Perform for Others, Costs Incurred, Gross | 10,500,000 | ||||||||
Master Service Agreement [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Research and development expense | 720,000 | $ 528,000 | 1,900,000 | $ 677,000 | |||||
2016 Patent Exclusive License Agreement [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Proceeds from upfront amount | 200,000 | 200,000 | |||||||
Maintenance fee | 100,000 | ||||||||
Performance milestone payments | 3,100,000 | ||||||||
Sales milestone payments | 1,000,000 | ||||||||
Gross sales | 250,000,000 | ||||||||
Sales revenue | 5,000,000 | ||||||||
Cumulative gross sales | $ 500,000,000 | ||||||||
2016 Patent Exclusive License Agreement [Member] | Minimum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Royalty fee percentage | 4% | ||||||||
Annual royalty payments | $ 250,000 | ||||||||
2016 Patent Exclusive License Agreement [Member] | Maximum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Royalty fee percentage | 6% | ||||||||
Annual royalty payments | $ 5,000,000 | ||||||||
2021 Patent License Agreement [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Research and development expense | $ 0 | $ 0 | |||||||
Maintenance fee | $ 2,000,000 | ||||||||
Annual royalty payments | 250,000 | ||||||||
Performance milestone payments | 3,100,000 | ||||||||
Sales milestone payments | 1,000,000 | ||||||||
Gross sales | 250,000,000 | ||||||||
Sales revenue | 5,000,000 | ||||||||
Cumulative gross sales | 500,000,000 | ||||||||
Upfront license fee | 20,000 | ||||||||
License maintenance fee, receivable | $ 5,000 | ||||||||
2021 Patent License Agreement [Member] | Minimum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Net sales percentage | 2.50% | ||||||||
2021 Patent License Agreement [Member] | Maximum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Net sales percentage | 5% | ||||||||
Lease Agreements [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Area of land | ft² | 4,500 | ||||||||
Commencement date | commencement date of January 1, 2022 and maturing on June 30, 2024 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 9 Months Ended | |||||
Oct. 03, 2022 | Sep. 30, 2021 | Oct. 10, 2022 | Oct. 09, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||||
Conversion of Preferred Series J-1 to common stock | ||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | ||||
Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion of Preferred Series J-1 to common stock, shares | 692,000 | |||||
Conversion of Preferred Series J-1 to common stock | $ 1,000 | |||||
Common stock, shares authorized | 750,000,000 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares authorized | 250,000,000 | 750,000,000 | ||||
Subsequent Event [Member] | Common Stock [Member] | Officer [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion of Preferred Series J-1 to common stock, shares | 50,102 | |||||
Conversion of Preferred Series J-1 to common stock | $ 93,000 |