Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 14, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | GT Biopharma, Inc. | |
Entity Central Index Key | 109,657 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 50,227,978 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 1,232 | $ 576 |
Prepaid expenses | 15 | 0 |
Total Current Assets | 1,247 | 576 |
Intangible assets | 25,263 | 253,777 |
Deposits | 21 | 9 |
Fixed assets, net | 5 | 6 |
Total Other Assets | 25,289 | 253,792 |
TOTAL ASSETS | 26,536 | 254,368 |
Current Liabilities: | ||
Accounts payable | 2,251 | 2,546 |
Accrued expenses | 344 | 102 |
Line of credit | 31 | 31 |
Convertible debentures, net of discount of $488 | 10,597 | 0 |
Total Current Liabilities | 13,223 | 2,679 |
Total liabilities | 13,223 | 2,679 |
Stockholders' Deficit: | ||
Common stock - $0.001 par value; 750,000,000 shares authorized; and 50,227,978 and 50,117,977 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 50 | 50 |
Additional paid-in capital | 537,883 | 521,305 |
Accumulated deficit | (524,453) | (269,499) |
Noncontrolling interest | (169) | (169) |
Total Stockholders' Deficit | 13,313 | 251,689 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 26,536 | 254,368 |
Series C | ||
Stockholders' Deficit: | ||
Convertible preferred stock - $0.001 par value; 15,000,000 shares authorized: | 1 | 1 |
Series J | ||
Stockholders' Deficit: | ||
Convertible preferred stock - $0.001 par value; 15,000,000 shares authorized: | $ 1 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Liabilities: | ||
Convertible debentures, current, discount | $ 488 | |
Stockholders' Deficit: | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 15,000,000 | 15,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 750,000,000 | 750,000,000 |
Common stock, issued | 50,227,978 | 50,117,977 |
Common stock, outstanding | 50,227,978 | 50,117,977 |
Series C | ||
Stockholders' Deficit: | ||
Preferred stock, issued | 96,230 | 96,230 |
Preferred stock, outstanding | 96,230 | 96,230 |
Series J | ||
Stockholders' Deficit: | ||
Preferred stock, issued | 1,163,548 | 1,163,548 |
Preferred stock, outstanding | 1,163,548 | 1,163,548 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Expenses: | ||||
Research and development | $ 1,111 | $ 526 | $ 7,835 | $ 911 |
Selling, general and administrative | 5,035 | 126,330 | 10,628 | 128,768 |
Loss on impairment | 228,514 | 0 | 228,514 | 0 |
Total operating expenses | 234,660 | 126,856 | 246,977 | 129,679 |
Loss from Operations | (234,660) | (126,856) | (246,977) | (129,679) |
Other income (expense) | ||||
Interest expense | (1,123) | (3,769) | (7,978) | (8,467) |
Total other income (expense) | (1,123) | (3,769) | (7,978) | (8,467) |
Loss before provision for income taxes | (235,783) | (130,625) | (254,955) | (138,146) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (235,783) | $ (130,625) | $ (254,955) | $ (138,146) |
Loss per share | ||||
Basic | $ (4.70) | $ (8.15) | $ (5.09) | $ (24.54) |
Diluted | $ (4.70) | $ (8.15) | $ (5.09) | $ (24.54) |
Weighted Average Shares Outstanding – basic and diluted | ||||
Basic | 50,154,516 | 16,027,687 | 50,130,202 | 5,628,529 |
Diluted | 50,154,516 | 16,027,687 | 50,130,202 | 5,628,529 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (254,955) | $ (138,146) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 5 | 2 |
Loss on impairment of long-lived assets | 228,514 | 0 |
Stock compensation expense for options and warrants issued to employees and non-employees | 8,191 | 125,905 |
Amortization of debt discounts | 7,816 | 4,791 |
Note Allonge | 0 | 100 |
Non-cash interest expense | 0 | 2,197 |
Amortization of loan costs | 1,076 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid Expenses | (15) | 0 |
Other assets | (12) | (7) |
Accounts payable and accrued expenses | (53) | 1,880 |
Net cash used in operating activities | (9,433) | (3,278) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of fixed assets | (4) | 0 |
Net cash used in investing activities | (4) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable | 15,045 | 5,991 |
Loan costs | (533) | 0 |
Repayment of note payable | 4,419 | 0 |
Net cash provided by financing activities | 10,093 | 5,991 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 656 | 2,713 |
CASH AND CASH EQUIVALENTS - Beginning of period | 576 | 19 |
CASH AND CASH EQUIVALENTS - End of period | 1,232 | 2,732 |
Non-Cash Investing and Financing Activities: | ||
Issuance of common stock upon conversion of convertible notes | 220 | 0 |
Acquisition of intangibles through issuance of common stock | $ 0 | $ 253,777 |
Note 1 - The Company and Summar
Note 1 - The Company and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Summary of Significant Accounting Policies | The accompanying unaudited consolidated financial statements of GT Biopharma, Inc. and its subsidiaries (the “Company,” “we” or “us”), have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 1, 2018 (the “Annual Report”). Business In 1965, the corporate predecessor of GT Biopharma, 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. We are a clinical stage biopharmaceutical company focused on the development and commercialization of novel immuno-oncology products based off our proprietary Natural Killer (NK) cell engager (Tri-specific Killer Engager (TriKE) & Tetra-specific Killer Engager (TetraKE)) and bi-specific Antibody Drug Conjugate (bispecific-ADC) technology platforms. Our TriKE and TetraKE platforms generate proprietary moieties designed to harness and enhance the cancer killing abilities of a patient’s own natural killer, or NK, cells. Once bound to a NK cell, our moieties are designed to stimulate the NK cell and precisely direct it to one or more specifically-targeted proteins (tumor antigens) expressed on a specific type of cancer, ultimately resulting in the cancer cell’s death. TriKEs and TetraKEs are made up of recombinant fusion proteins, can be designed to target tumor antigens on hematologic malignancies, sarcomas or solid tumors and do not require patient-specific customization. They are designed to be dosed in an outpatient setting and are expected to have reasonably low cost of goods. Our bispecific-ADC platform can generate product candidates that are ligand-directed single-chain fusion proteins that simultaneously target two tumor antigens. We believe our bispecific-ADC moieties represents the next generation of ADCs. Also, in connection with the acquisition of Georgetown Translational Pharmaceuticals on September 1, 2017, we acquired a portfolio of IPR&D CNS assets consisting of innovative reformulations and/or repurposing of existing therapies. These CNS assets address disease states such as chronic neuropathic pain, myasthenia gravis and motion sickness. Going Concern The Company’s current operations have focused on business planning, raising capital, establishing an intellectual property portfolio, hiring, and conducting preclinical studies and clinical trials. The Company does not have any product candidates approved for sale and has not generated any revenue from product sales. The Company has sustained operating losses since inception and expects such losses to continue over the foreseeable future. The financial statements of the Company have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments that might be necessary should the Company be unable to continue in existence. The Company has incurred substantial losses and negative cash flows from operations since its inception and has an accumulated deficit of $524.5 million and cash of $1.2 million as of September 30, 2018. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its products currently in development. Substantial additional financing will be needed by the Company to fund its operations and to commercially develop its product candidates. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is currently evaluating different strategies to obtain the required funding for future operations. These strategies may include but are not limited to: public offerings of equity and/or debt securities, payments from potential strategic research and development, and licensing and/or marketing arrangements with pharmaceutical companies. Management has also implemented cost saving efforts, including reduction in executive salaries and reduced travel. Management believes that these ongoing and planned financing endeavors, if successful, will provide adequate financial resources to continue as a going concern for at least the next six months from the date the financial statements are issued. However, there can be no assurance in this regard. If the Company is unable to secure adequate additional funding, its business, operating results, financial condition and cash flows may be materially and adversely affected. Use of Estimates The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Basis of Consolidation and Comprehensive Income The accompanying consolidated financial statements include the accounts of GT Biopharma, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated. The Company's financial statements are prepared using the accrual method of accounting. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and disclosures required by U.S. GAAP for complete consolidated financial statements have been condensed or omitted herein. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, 2017. The unaudited interim condensed consolidated financial information presented herein reflects all normal adjustments that are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The Company is responsible for the unaudited interim consolidated financial statements included in this report. The results of operations of any interim period are not necessarily indicative of the results for the full year. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Concentrations of Credit Risk The Company's cash and cash equivalents, marketable securities and accounts receivable are monitored for exposure to concentrations of credit risk. The Company maintains substantially all of its cash balances in a limited number of financial institutions. The balances are each insured by the Federal Deposit Insurance Corporation up to $250,000. The Company had $982,000 of balances in excess of this limit at September 30, 2018. Stock Based Compensation to Employees The Company accounts for its stock-based compensation for employees in accordance with Accounting Standards Codification (“ASC”) 718. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees over the related vesting period. The Company granted no stock options during the nine months ended September 30, 2018 and 2017, respectively. Critical Accounting Policies We consider the following accounting policies to be critical given they involve estimates and judgments made by management and are important for our investors’ understanding of our operating results and financial condition. Long-Lived Assets Our long-lived assets include property, plant and equipment, capitalized costs of filing patent applications and other indefinite lived intangible assets. We evaluate our long-lived assets for impairment, other than indefinite lived intangible assets, in accordance with ASC 360, whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Estimates of future cash flows and timing of events for evaluating long-lived assets for impairment are based upon management’s judgment. If any of our intangible or long-lived assets are considered to be impaired, the amount of impairment to be recognized is the excess of the carrying amount of the assets over its fair value. Applicable long-lived assets are amortized or depreciated over the shorter of their estimated useful lives, the estimated period that the assets will generate revenue, or the statutory or contractual term in the case of patents. Estimates of useful lives and periods of expected revenue generation are reviewed periodically for appropriateness and are based upon management’s judgment. Impairment of Long-Lived Assets The Company's long-lived assets currently consist of indefinite lived intangible assets associated with IPR&D (“In-Process Research & Development”) projects and related capitalized patents acquired in the acquisition of Georgetown Translational Pharmaceuticals, Inc. as described in Note 2 below. Intangible assets associated with IPR&D projects are not amortized until approval by the Food and Drug Administration (FDA) is obtained in a major market subject to certain specified conditions and management judgment. The useful life of an amortizing asset generally is determined by identifying the period in which substantially all of the cash flows are expected to be generated. The Company evaluates indefinite lived intangible assets for impairment at least annually and whenever impairment indicators are present in accordance with ASC 350. When necessary, the Company records an impairment loss for the amount by which the fair value is less than the carrying value of these assets. The fair value of intangible assets other than goodwill is typically determined using the “relief from royalty method”, specifically the discounted cash flow method utilizing Level 3 fair value inputs. Some of the more significant estimates and assumptions inherent in this approach include: the amount and timing of the projected net cash flows, which includes the expected impact of competitive, legal and/or regulatory forces on the projections and the impact of technological risk associated with IPR&D assets, as well as the selection of a long-term growth rate; the discount rate, which seeks to reflect the various risks inherent in the projected cash flows; and the tax rate, which seeks to incorporate the geographic diversity of the projected cash flows. The Company performs impairment testing for all other long-lived assets whenever impairment indicators are present. When necessary, the Company calculates the undiscounted value of the projected cash flows associated with the asset, or asset group, and compares this estimated amount to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over fair value. Income Taxes The Company accounts for income taxes using the asset and liability approach, whereby deferred income tax assets and liabilities are recognized for the estimated future tax effects, based on current enacted tax laws, of temporary differences between financial and tax reporting for current and prior periods. Deferred tax assets are reduced, if necessary, by a valuation allowance if the corresponding future tax benefits may not be realized. Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period, plus the potential dilutive effect of common shares issuable upon exercise or conversion of outstanding stock options and warrants during the period. The computation of basic and diluted net loss per share for the nine months ended September 30, 2018 and 2017 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: September 30, 2018 2017 Exercise of common stock warrants 1,813,053 - Conversion of preferred stock into common stock 1,163,659 1,513,659 Exercise of common stock options 1,246 1,246 2,977,958 1,514,905 Patents Acquired patents are capitalized at their acquisition cost or fair value. The legal costs, patent registration fees and models and drawings required for filing patent applications are capitalized if they relate to commercially viable technologies. Commercially viable technologies are those technologies that are projected to generate future positive cash flows in the near term. Legal costs associated with patent applications that are not determined to be commercially viable are expensed as incurred. All research and development costs incurred in developing the patentable idea are expensed as incurred. Legal fees from the costs incurred in successful defense to the extent of an evident increase in the value of the patents are capitalized. Capitalized costs for pending patents are amortized on a straight-line basis over the remaining twenty-year legal life of each patent after the costs have been incurred. Once each patent is issued, capitalized costs are amortized on a straight-line basis over the shorter of the patent's remaining statutory life, estimated economic life or ten years. Fixed Assets Fixed assets are stated at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which are 3 to 10 years for machinery and equipment and the shorter of the lease term or estimated economic life for leasehold improvements. Fair Value The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels are defined as follows: · Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. The Company’s Level 1 assets include cash equivalents, primarily institutional money market funds, whose carrying value represents fair value because of their short-term maturities of the investments held by these funds. · Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Fair value is determined using the Black-Scholes valuation model based on observable market inputs, such as share price data and a discount rate consistent with that of a government-issued security of a similar maturity. · Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. Research and Development Research and development costs are expensed as incurred and reported as research and development expense. Research and development costs totaled $7.8 million and $0.9 million for the nine months ended September 30, 2018 and 2017, respectively. Research and development costs for the nine months ended September 30, 2018 included non-cash compensation of $6.5 million. Revenue Recognition License Revenue License arrangements may consist of non-refundable upfront license fees, exclusive licensed rights to patented or patent pending technology, and various performance or sales milestones and future product royalty payments. Some of these arrangements are multiple element arrangements. Non-refundable, up-front fees that are not contingent on any future performance by us, and require no consequential continuing involvement on our part, are recognized as revenue when the license term commences and the licensed data, technology and/or compound is delivered. We defer recognition of non-refundable upfront fees if we have continuing performance obligations without which the technology, right, product or service conveyed in conjunction with the non-refundable fee has no utility to the licensee that is separate and independent of our performance under the other elements of the arrangement. In addition, if we have continuing involvement through research and development services that are required because our know-how and expertise related to the technology is proprietary to us, or can only be performed by us, then such up-front fees are deferred and recognized over the period of continuing involvement. Payments related to substantive, performance-based milestones in a research and development arrangement are recognized as revenue upon the achievement of the milestones as specified in the underlying agreements when they represent the culmination of the earnings process. As of September 30, 2018, the Company has not generated any licensing revenue. |
Note 2 - Intangibles
Note 2 - Intangibles | 9 Months Ended |
Sep. 30, 2018 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | |
Intangibles | On September 1, 2017, the Company entered into an Agreement and Plan of Merger whereby it acquired 100% of the issued and outstanding capital stock of Georgetown Translational Pharmaceuticals, Inc. (GTP). In exchange for the ownership of GTP, the Company issued a total of 16,927,878 shares of its common stock, having a share price of $15.00 on the date of the transaction, to the three prior owners of GTP which represented 33% of the issued and outstanding capital stock of the Company on a fully diluted basis. $253.8 million of the value of shares issued was allocated to intangible assets consisting of a portfolio of three CNS development candidates, which are classified as IPR&D. For the three and nine months ended September 30, 2018, the Company recorded an intangible asset impairment charge of $228.5 million related to the portfolio of CNS IPR&D assets within Operating Expenses, which represents the excess carrying value compared to fair value. The impairment charge was the result of both internal and external factors. In the 3 rd The fair value of the CNS IPR&D assets was determined using the discounted cash flow method which utilized significant estimates and assumptions surrounding the amount and timing of the projected net cash flows, which includes the probability of commercialization, the assumption that the assets would be out-licensed to third-parties for continued development for upfront licensing fees and downstream royalty payments based on net sales, and expected impact of competitive, legal and/or regulatory forces on the projections, as well as the selection of a long-term growth rate; the discount rate, which seeks to reflect the various risks inherent in the projected cash flows; and the tax rate, which seeks to incorporate the geographic diversity of the projected cash flows. |
Note 3 - Debt
Note 3 - Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Convertible Notes On January 22, 2018, the Company entered into a Securities Purchase Agreement (“SPA”) with fourteen accredited investors (individually, a “Buyer” and collectively, the “Buyers”) pursuant to which the Company agreed to issue to the Buyers senior convertible notes in an aggregate principal amount of $7,760,510 (the “Notes”), which Notes shall be convertible into the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a price of $4.58 per share, and five-year warrants to purchase the Company’s Common Stock representing the right to acquire an aggregate of approximately 1,694,440 shares of Common Stock (the “Warrants”). Pursuant to the terms of SPA the Notes were subject to an original issue discount of 10% resulting in proceeds to the Company of $7,055,000 from the transaction. Upon the purchase of the Notes, the Buyers received Warrants to purchase 1,694,440 shares of Common Stock. Such Warrants are exercisable for (5) years from the date the shares underlying the Warrants are freely saleable. The initial Exercise Price is $4.58. According to the terms of the warrant agreement, the Warrants are subject to certain adjustments depending upon the price and structure of a subsequent financing, including a qualified financing with gross proceeds of at least $20 million The issuance of the Notes and Warrants were made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. Contemporaneously with the execution and delivery of the SPA, the Company and the Buyers executed and delivered a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws. Senior Convertible Debentures On August 2, 2018, GT Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement with the purchasers identified on the signature pages thereto (individually, a “Purchaser,” and collectively, the “Purchasers”) pursuant to which the Company issued to the Purchasers one year 10% Senior Convertible Debentures in an aggregate principal amount of $5,140,000 (the “Debentures”), which Debentures shall be convertible into the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price of $2 per share. The Company used a portion of these proceeds to repay $4.4 million of the notes issued on January 22, 2018. Additionally, the remaining $3.3 million of the notes issued on January 22, 2018 were converted into the Debentures at the same terms discussed above. On September 7, 2018, GT Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement with the purchasers identified on the signature pages thereto (individually, a “Purchaser,” and collectively, the “Purchasers”) pursuant to which the Company has issued to the Purchasers one year 10% Senior Convertible Debentures in an aggregate principal amount of $2,050,000 (the “Debentures”), which Debentures shall be convertible into the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price of $2 per share. On September 24, 2018, GT Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement with the purchasers identified on the signature pages thereto (individually, a “Purchaser,” and collectively, the “Purchasers”) pursuant to which the Company has issued to the Purchasers one year 10% Senior Convertible Debentures in an aggregate principal amount of $800,000 (the “Debentures”), which Debentures shall be convertible into the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price of $2 per share. The issuance of the Senior Convertible Debentures was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for the offer and sale of securities not involving a public offering and Regulation D promulgated under the Securities Act. Financing Agreement On November 8, 2010, the Company entered into a financing arrangement with Gemini Pharmaceuticals, Inc., a product development and manufacturing partner of the Company, pursuant to which Gemini Pharmaceuticals made a $250,000 strategic equity investment in the Company and agreed to make a $750,000 purchase order line of credit facility available to the Company. The outstanding principal of all Advances under the Line of Credit will bear interest at the rate of interest of prime plus 2 percent per annum. There is $31,000 due on this credit line at September 30, 2018. |
Note 4 - Stockholders' Equity
Note 4 - Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Common Stock During the quarter ended September 30, 2018, the Company issued 110,000 shares of common stock upon conversion of $220,000 of senior convertible notes. Preferred Stock On September 1, 2017, the Company authorized 2,000,000 shares of Series J Preferred Stock. Shares of Series J Preferred Stock will have the same voting rights as shares of common stock with each share of Series J Preferred Stock entitled to one vote at a meeting of the shareholders of the Corporation. Shares of Series J Preferred Stock will not be entitled to receive any dividends, unless and until specifically declared by our board of directors. The holders of the Series J Preferred Stock will participate, on an as-if-converted-to-common stock basis, in any dividends to the holders of common stock. Each share of the Series J Preferred Stock is convertible into one share of our common stock at any time at the option of the holder. On September 1, 2017 the Company issued a total of 908,502 shares of in exchange for the conversion and cancellation of debt in the total amount of $1,090,000. On September 1, 2017 the Company issued 5,046 shares of upon the exercise of warrants on a cashless basis. On September 1, 2017 the Company also issued 600,000 Series J Preferred Stock In December 2017, the Company converted 350,000 Series J shares of preferred stock into 350,000 shares of common stock. |
Note 5 - Stock Options and Warr
Note 5 - Stock Options and Warrants | 9 Months Ended |
Sep. 30, 2018 | |
Guarantees [Abstract] | |
Stock Options and Warrants | Stock Options The following table summarizes stock option transactions for the nine months ended September 30, 2018: Number of Options Weighted Average Exercise Price Outstanding, December 31, 2017 1,246 $ 1,428.00 Granted - - Exercised - - Expired - - Outstanding, September 30, 2018 1,246 $ 1,428.00 Exercisable, September 30, 2018 1,246 $ 1,428.00 Common Stock Warrants Warrant transactions for the nine months ended September 30, 2018 are as follows: Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2017: - $ - Granted 1,813,053 4.58 Forfeited - - Exercised - - Outstanding at September 30, 2018 1,813,053 $ 4.58 Exercisable at September 30, 2018 1,813,053 $ 4.58 |
Note 6 - Commitments and Contin
Note 6 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Leases On September 1, 2017, the Company entered into a three-year lease agreement for its office in Washington, D.C. In addition to minimum rent, certain leases require payment of real estate taxes, insurance, common area maintenance charges and other executory costs. The Company recognizes rent expense under such arrangements on a straight-line basis over the effective term of each lease. This lease was terminated as of June 30, 2018. Rent expense for the nine months ended September 30, 2018 and 2017 was $52,000 and $9,000, respectively. Employment Agreements On February 14, 2018, the Company entered into the First Amendment to the Employment Agreement with Dr. Clarence-Smith, amending the Employment Agreement, dated September 1, 2017, between the Company and Dr. Clarence-Smith. Under the First Amendment, Dr. Clarence-Smith’s title was revised to reflect her new position and included an annual salary of $500,000, paid in equal monthly installments. All other terms of her original Employment Agreement remain unchanged. In October 2018, Dr. Clarence-Smith resigned from her position with the Company. In connection with this resignation, the Company entered into a separation agreement which superseded the Employment Agreement. On February 14, 2018, the Company entered into a Consultant Agreement with Mr. Cataldo. The term of the Consultant Agreement lasts until August 31, 2020 and is terminable at will and is subject to automatic extension for successive one-year periods. Mr. Cataldo will be paid $41,667 per month during the term of the Consultant Agreement and will be entitled to participate in the Company’s bonus plans. Refer to footnote 8 – Subsequent Events. If any of our executive officers’ employment with us is terminated involuntarily, or any executive resigns with good reason as a result of a change in control, the executive will receive (i) all compensation and benefits earned through the date of termination of employment; (ii) a lump-sum payment equal to the greater of (a) the bonus paid or payable to the executive for the year immediately prior to the year in which the change in control occurred and (b) the target bonus under the performance bonus plan in effect immediately prior to the year in which the change in control occurs; (iii) a lump-sum payment equivalent to the remaining base salary (as it was in effect immediately prior to the change in control) due to the executive from the date of involuntary termination to the end of the term of the employment agreement or one half of the executive’s base salary then in effect, whichever is the greater; and (iv) reimbursement for the cost of medical, life, disability insurance coverage at a level equivalent to that provided by us for a period expiring upon the earlier of (a) one year or (b) the time the executive begins alternative employment where said insurance coverage is available and offered to the executive. |
Note 7 - Change on Accounting M
Note 7 - Change on Accounting Method | 9 Months Ended |
Sep. 30, 2018 | |
Note 7 - Change On Accounting Method | |
Change on Accounting Method | Adoption of ASU 2017-11 In connection with the securities purchase agreements and debt transactions during the year ended December 31, 2017, the Company issued warrants, to purchase common stock with a five-year term. Upon issuance of the warrants, the Company evaluated the note agreement to determine if the agreement contained any embedded components that would qualify the agreement as a derivative. The Company identified certain put features embedded in the warrants that potentially could result in a net cash settlement in the event of a fundamental transaction, requiring the Company to classify the warrants as a derivative liability. The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 on January 1, 2018 on a retrospective basis. Accordingly, the Company recorded the warrant derivative and conversion option derivative liabilities to additional paid in capital upon issuance. The following table provides a summary of the derivative liability activity as a result of the adoption of ASU 2017-11 (in thousands, except per share data): Consolidated Balance Sheet December 31, 2017 Previously Reported Revised Report Revisions Additional Paid-in Capital $ 519,702 $ 1,603 $ 521,305 Accumulated Deficit $ (267,896) $ (1,603) $ (269,499) Consolidated Statement of Operations For the Three Months Ended September 30, 2017 Previously Reported Revisions Revised Report Change in Warrant Liability $ (1,451) $ 1,451 $ - Earnings Per Share $ (8.24) $ 0.09 $ (8.15) Consolidated Statement of Operations For the Nine Months Ended September 30, 2017 Previously Reported Revisions Revised Report Change in Warrant Liability $ 925 $ (925) $ - Earnings Per Share $ (24.38) $ (0.16) $ (24.54) |
Note 8 - Subsequent Events
Note 8 - Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Leases On October 1, 2018, the Company entered into a three-year lease agreement for its office in Westlake Village, CA. In addition to minimum rent, certain leases require payment of real estate taxes, insurance, common area maintenance charges and other executory costs. The Company recognizes rent expense under such arrangements on a straight-line basis over the effective term of each lease. The following table summarizes the Company’s future minimum lease commitments as of September 30, 2018 (in thousands): Year ending December 31: 2018 $ 11 2019 69 2020 71 2021 61 Total minimum lease payments $ 212 Employment and Consulting Agreements On October 18, 2018, the Company entered into a Consultant Agreement with Anthony Cataldo. The term of the Consultant Agreement shall remain in effect until September 30, 2019. This Agreement supersedes the Consultant Agreement dated February 14, 2018 and will pay Mr. Cataldo $25,000 per month during the term of the Agreement. On October 19, 2018, the Company entered into an Executive Employment Agreement with Dr. Urbanski, reflecting his current position as Chief Executive Officer of the Company. Under the terms of this agreement, Dr. Urbanski’s annual salary is essentially unchanged from his previous positions. Dr. Urbanski is also entitled to participate in the Company’s bonus plans. Under the Executive Employment Agreement, the Company has agreed that upon shareholder approval of a Stock Option Plan, it will recommend to the Board that the Company grant Dr. Urbanski a Non-Qualified stock option to purchase 2,971,102 shares of the Company’s common stock having an exercise equal to the fair market value of the shares on the date of the Agreement. The stock option grant would vest according to the following schedule: (i) 1,250,000 fully vested shares upon signing of the agreement, (ii) 1,250,000 shares on January 1, 2019, and (iii) 471,102 shares on January 1, 2020. Departure of Directors or Certain Officers On November 12, 2018, Mr. Cataldo announced his intention to resign from the Board of Directors of the Company effective November 13, 2018. The resignation did not involve any dispute with the Company. |
Note 1 - The Company and Summ_2
Note 1 - The Company and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Company And Summary Of Significant Accounting Policies Policies | |
Going Concern | The Company’s current operations have focused on business planning, raising capital, establishing an intellectual property portfolio, hiring, and conducting preclinical studies and clinical trials. The Company does not have any product candidates approved for sale and has not generated any revenue from product sales. The Company has sustained operating losses since inception and expects such losses to continue over the foreseeable future. The financial statements of the Company have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments that might be necessary should the Company be unable to continue in existence. The Company has incurred substantial losses and negative cash flows from operations since its inception and has an accumulated deficit of $524.5 million and cash of $1.2 million as of September 30, 2018. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its products currently in development. Substantial additional financing will be needed by the Company to fund its operations and to commercially develop its product candidates. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is currently evaluating different strategies to obtain the required funding for future operations. These strategies may include but are not limited to: public offerings of equity and/or debt securities, payments from potential strategic research and development, and licensing and/or marketing arrangements with pharmaceutical companies. Management has also implemented cost saving efforts, including reduction in executive salaries and reduced travel. Management believes that these ongoing and planned financing endeavors, if successful, will provide adequate financial resources to continue as a going concern for at least the next six months from the date the financial statements are issued. However, there can be no assurance in this regard. If the Company is unable to secure adequate additional funding, its business, operating results, financial condition and cash flows may be materially and adversely affected. |
Use of Estimates | The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. |
Basis of Consolidation and Comprehensive Income | The accompanying consolidated financial statements include the accounts of GT Biopharma, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated. The Company's financial statements are prepared using the accrual method of accounting. |
Basis of Presentation | The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and disclosures required by U.S. GAAP for complete consolidated financial statements have been condensed or omitted herein. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, 2017. The unaudited interim condensed consolidated financial information presented herein reflects all normal adjustments that are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The Company is responsible for the unaudited interim consolidated financial statements included in this report. The results of operations of any interim period are not necessarily indicative of the results for the full year. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. |
Concentrations of Credit Risk | The Company's cash and cash equivalents, marketable securities and accounts receivable are monitored for exposure to concentrations of credit risk. The Company maintains substantially all of its cash balances in a limited number of financial institutions. The balances are each insured by the Federal Deposit Insurance Corporation up to $250,000. The Company had $982,000 of balances in excess of this limit at September 30, 2018. |
Stock Based Compensation to Employees | The Company accounts for its stock-based compensation for employees in accordance with Accounting Standards Codification (“ASC”) 718. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees over the related vesting period. The Company granted no stock options during the nine months ended September 30, 2018 and 2017, respectively. |
Long-Lived Assets | Our long-lived assets include property, plant and equipment, capitalized costs of filing patent applications and other indefinite lived intangible assets. We evaluate our long-lived assets for impairment, other than indefinite lived intangible assets, in accordance with ASC 360, whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Estimates of future cash flows and timing of events for evaluating long-lived assets for impairment are based upon management’s judgment. If any of our intangible or long-lived assets are considered to be impaired, the amount of impairment to be recognized is the excess of the carrying amount of the assets over its fair value. Applicable long-lived assets are amortized or depreciated over the shorter of their estimated useful lives, the estimated period that the assets will generate revenue, or the statutory or contractual term in the case of patents. Estimates of useful lives and periods of expected revenue generation are reviewed periodically for appropriateness and are based upon management’s judgment. |
Impairment of Long Lived Assets | The Company's long-lived assets currently consist of indefinite lived intangible assets associated with IPR&D (“In-Process Research & Development”) projects and related capitalized patents acquired in the acquisition of Georgetown Translational Pharmaceuticals, Inc. as described in Note 2 below. Intangible assets associated with IPR&D projects are not amortized until approval by the Food and Drug Administration (FDA) is obtained in a major market subject to certain specified conditions and management judgment. The useful life of an amortizing asset generally is determined by identifying the period in which substantially all of the cash flows are expected to be generated. The Company evaluates indefinite lived intangible assets for impairment at least annually and whenever impairment indicators are present in accordance with ASC 350. When necessary, the Company records an impairment loss for the amount by which the fair value is less than the carrying value of these assets. The fair value of intangible assets other than goodwill is typically determined using the “relief from royalty method”, specifically the discounted cash flow method utilizing Level 3 fair value inputs. Some of the more significant estimates and assumptions inherent in this approach include: the amount and timing of the projected net cash flows, which includes the expected impact of competitive, legal and/or regulatory forces on the projections and the impact of technological risk associated with IPR&D assets, as well as the selection of a long-term growth rate; the discount rate, which seeks to reflect the various risks inherent in the projected cash flows; and the tax rate, which seeks to incorporate the geographic diversity of the projected cash flows. The Company performs impairment testing for all other long-lived assets whenever impairment indicators are present. When necessary, the Company calculates the undiscounted value of the projected cash flows associated with the asset, or asset group, and compares this estimated amount to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over fair value. |
Income Taxes | The Company accounts for income taxes using the asset and liability approach, whereby deferred income tax assets and liabilities are recognized for the estimated future tax effects, based on current enacted tax laws, of temporary differences between financial and tax reporting for current and prior periods. Deferred tax assets are reduced, if necessary, by a valuation allowance if the corresponding future tax benefits may not be realized. |
Net Income (Loss) per Share | Basic net income (loss) per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period, plus the potential dilutive effect of common shares issuable upon exercise or conversion of outstanding stock options and warrants during the period. The computation of basic and diluted net loss per share for the nine months ended September 30, 2018 and 2017 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: 2018 2017 Exercise of common stock warrants 1,813,053 - Conversion of preferred stock into common stock 1,163,659 1,513,659 Exercise of common stock options 1,246 1,246 2,977,958 1,514,905 |
Patents | Acquired patents are capitalized at their acquisition cost or fair value. The legal costs, patent registration fees and models and drawings required for filing patent applications are capitalized if they relate to commercially viable technologies. Commercially viable technologies are those technologies that are projected to generate future positive cash flows in the near term. Legal costs associated with patent applications that are not determined to be commercially viable are expensed as incurred. All research and development costs incurred in developing the patentable idea are expensed as incurred. Legal fees from the costs incurred in successful defense to the extent of an evident increase in the value of the patents are capitalized. Capitalized costs for pending patents are amortized on a straight-line basis over the remaining twenty-year legal life of each patent after the costs have been incurred. Once each patent is issued, capitalized costs are amortized on a straight-line basis over the shorter of the patent's remaining statutory life, estimated economic life or ten years. |
Fixed Assets | Fixed assets are stated at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which are 3 to 10 years for machinery and equipment and the shorter of the lease term or estimated economic life for leasehold improvements. |
Fair Value | The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels are defined as follows: · Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. The Company’s Level 1 assets include cash equivalents, primarily institutional money market funds, whose carrying value represents fair value because of their short-term maturities of the investments held by these funds. · Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Fair value is determined using the Black-Scholes valuation model based on observable market inputs, such as share price data and a discount rate consistent with that of a government-issued security of a similar maturity. · Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Research and Development | Research and development costs are expensed as incurred and reported as research and development expense. Research and development costs totaled $7.8 million and $0.9 million for the nine months ended September 30, 2018 and 2017, respectively. Research and development costs for the nine months ended September 30, 2018 included non-cash compensation of $6.5 million. |
Revenue Recognition | License Revenue License arrangements may consist of non-refundable upfront license fees, exclusive licensed rights to patented or patent pending technology, and various performance or sales milestones and future product royalty payments. Some of these arrangements are multiple element arrangements. Non-refundable, up-front fees that are not contingent on any future performance by us, and require no consequential continuing involvement on our part, are recognized as revenue when the license term commences and the licensed data, technology and/or compound is delivered. We defer recognition of non-refundable upfront fees if we have continuing performance obligations without which the technology, right, product or service conveyed in conjunction with the non-refundable fee has no utility to the licensee that is separate and independent of our performance under the other elements of the arrangement. In addition, if we have continuing involvement through research and development services that are required because our know-how and expertise related to the technology is proprietary to us, or can only be performed by us, then such up-front fees are deferred and recognized over the period of continuing involvement. Payments related to substantive, performance-based milestones in a research and development arrangement are recognized as revenue upon the achievement of the milestones as specified in the underlying agreements when they represent the culmination of the earnings process. As of September 30, 2018, the Company has not generated any licensing revenue. |
Note 1 - The Company and Summ_3
Note 1 - The Company and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Note 1 - Company And Summary Of Significant Accounting Policies | |
Potentially dilutive securities | September 30, 2018 2017 Exercise of common stock warrants 1,813,053 - Conversion of preferred stock into common stock 1,163,659 1,513,659 Exercise of common stock options 1,246 1,246 2,977,958 1,514,905 |
Note 5 - Stock Options and Wa_2
Note 5 - Stock Options and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Stock Options And Warrants Tables | |
Summary of the stock option activity | Number of Options Weighted Average Exercise Price Outstanding, December 31, 2017 1,246 $ 1,428.00 Granted - - Exercised - - Expired - - Outstanding, September 30, 2018 1,246 $ 1,428.00 Exercisable, September 30, 2018 1,246 $ 1,428.00 |
Summary of the warrant activity | Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2017: - $ - Granted 1,813,053 4.58 Forfeited - - Exercised - - Outstanding at September 30, 2018 1,813,053 $ 4.58 Exercisable at September 30, 2018 1,813,053 $ 4.58 |
Note 7 - Change on Accounting_2
Note 7 - Change on Accounting Method (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Note 6Change On Accounting Method Tables Abstract | |
Adoption of new accounting standard | Consolidated Balance Sheet December 31, 2017 Previously Reported Revised Report Revisions Additional Paid-in Capital $ 519,702 $ 1,603 $ 521,305 Accumulated Deficit $ (267,896) $ (1,603) $ (269,499) Consolidated Statement of Operations For the Three Months Ended September 30, 2017 Previously Reported Revisions Revised Report Change in Warrant Liability $ (1,451) $ 1,451 $ - Earnings Per Share $ (8.24) $ 0.09 $ (8.15) Consolidated Statement of Operations For the Nine Months Ended September 30, 2017 Previously Reported Revisions Revised Report Change in Warrant Liability $ 925 $ (925) $ - Earnings Per Share $ (24.38) $ (0.16) $ (24.54) |
Note 8 - Subsequent Events (Tab
Note 8 - Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Note 8 - Subsequent Events | |
Future minimum lease commitments | Year ending December 31: 2018 $ 11 2019 69 2020 71 2021 61 Total minimum lease payments $ 212 |
Note 1 - The Company and Summ_4
Note 1 - The Company and Summary of Significant Accounting Policies (Details) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Anti-dilutive securities | 2,977,958 | 1,514,905 |
Exercise of common stock warrants | ||
Anti-dilutive securities | 1,813,053 | 0 |
Conversion of preferred stock into common stock | ||
Anti-dilutive securities | 1,163,659 | 1,513,659 |
Exercise of common stock options | ||
Anti-dilutive securities | 1,246 | 1,246 |
Note 1 - The Company and Summ_5
Note 1 - The Company and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Company And Summary Of Significant Accounting Policies Tables | ||||||
Accumulated deficit | $ (524,453) | $ (524,453) | $ (269,499) | |||
Cash and cash equivalent | 1,232 | $ 2,732 | $ 1,232 | $ 2,732 | $ 576 | $ 19 |
Diluted shares excluded from calcuation of EPS | 2,977,958 | 1,514,905 | ||||
Research and development | $ 1,111 | $ 526 | $ 7,835 | $ 911 |
Note 5 - Stock Options and Wa_3
Note 5 - Stock Options and Warrants (Details) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Options Outstanding | |
Exercisable as of September 30, 2018 | 1,246 |
Weighted Average Exercise Price | |
Exercisable as of September 30, 2018 | $ / shares | $ 1,428 |
Stock Options | |
Options Outstanding | |
Outstanding as of December 31, 2017 | 1,246 |
Granted | 0 |
Forfeited | 0 |
Exercised | 0 |
Outstanding as of September 30, 2018 | 1,246 |
Weighted Average Exercise Price | |
Outstanding as of December 31, 2017 | $ / shares | $ 1,428 |
Outstanding as of September 30, 2018 | $ / shares | $ 1,428 |
Note 5 - Stock Options and Wa_4
Note 5 - Stock Options and Warrants (Details 1) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Warrants Outstanding | |
Exercisable as of September 30, 2018 | shares | 1,813.053 |
Weighted Average Exercise Price | |
Exercisable as of September 30, 2018 | $ / shares | $ 4.58 |
WarrantMember | |
Warrants Outstanding | |
Outstanding as of December 31, 2017 | shares | 0 |
Granted | shares | 1,813.053 |
Forfeited | shares | 0 |
Exercised | shares | 0 |
Outstanding as of September 30, 2018 | shares | 1,813.053 |
Weighted Average Exercise Price | |
Outstanding as of December 31, 2017 | $ / shares | $ 0 |
Granted | $ / shares | 4.58 |
Forfeited | $ / shares | 0 |
Exercised | $ / shares | 0 |
Outstanding as of September 30, 2018 | $ / shares | $ 4.58 |
Note 6 - Commitments and Cont_2
Note 6 - Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Note 6 - Commitments And Contingencies | ||
Rent expense | $ 52 | $ 9 |
Note 7 - Change on Accounting_3
Note 7 - Change on Accounting Method (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | |
Additional Paid in Capital | $ 537,883 | $ 521,305 | ||
Accumulated Deficit | $ (524,453) | (269,499) | ||
Change in Warrant Liability | $ 0 | $ 0 | ||
Earnings Per Share | $ (8.15) | $ (24.54) | ||
Previously Reported | ||||
Additional Paid in Capital | 519,702 | |||
Accumulated Deficit | (267,896) | |||
Change in Warrant Liability | $ (1,451) | $ 925 | ||
Earnings Per Share | $ (8.24) | $ (24.38) | ||
Revisions | ||||
Additional Paid in Capital | 1,603 | |||
Accumulated Deficit | $ (1,603) | |||
Change in Warrant Liability | $ 1,451 | $ (925) | ||
Earnings Per Share | $ 0.09 | $ (0.16) |
Note 8 - Subsequent Events (Det
Note 8 - Subsequent Events (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Note 8Subsequent Events Details Abstract | |
2,018 | $ 11 |
2,019 | 69 |
2,020 | 71 |
2,021 | 61 |
Total minimum lease payments | $ 212 |