Gi Dynamics (GIDYL) 10-Q 6 May 20 2020 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 01, 2020
Document Information Line Items
Entity Registrant Name	GI DYNAMICS, INC.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		36,598,291
Amendment Flag	false
Entity Central Index Key	0001245791
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity File Number	000-55195
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes

Consolidated Balance Sheets (un

Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash	$ 3,854	$ 2,499
Restricted cash	30	30
Prepaid expenses and other current assets	1,377	1,230
Total current assets	5,261	3,759
Property and equipment, net	34	42
Right-of-use assets, net of amortization	352	386
Total assets	5,647	4,187
Current liabilities:
Accounts payable	521	636
Accrued expenses	886	1,353
Short term debt to related party	5,000	5,000
Derivative liabilities		10
Short term lease liabilities	170	169
Total current liabilities	6,577	7,168
Long term debt to related party, net of debt discount	1,950
Long term lease liabilities	182	217
Total liabilities	8,709	7,385
Commitments and contingencies
Stockholders’ deficit:
Common stock, $0.01 par value – 75,000,000 shares authorized; 36,598,291 shares issued and outstanding	366	366
Additional paid-in capital	283,905	280,928
Accumulated deficit	(287,333)	(284,492)
Total stockholders’ deficit	(3,062)	(3,198)
Total liabilities and stockholders’ deficit	$ 5,647	$ 4,187

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (unaudited) (Parentheticals) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Common stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	36,598,291	36,598,291
Common stock, shares outstanding	36,598,291	36,598,291

Consolidated Statements of Oper

Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Operating expenses:
Research and development	$ 1,173	$ 810
Sales and marketing		16
General and administrative	1,543	1,344
Total operating expenses	2,716	2,170
Loss from operations	(2,716)	(2,170)
Other income (expense):
Interest income		3
Interest expense	(284)	(177)
Foreign exchange loss	(10)	(9)
Gain on write-off of accounts payable		29
Gain on write-off of accrued product return liability	164
Re-measurement of derivative liabilities		(1)
Other income	10
Other expense, net	(120)	(155)
Loss before income taxes	(2,836)	(2,325)
Provision for income taxes	5	6
Net loss	$ (2,841)	$ (2,331)
Basic and diluted net loss per common share (in Dollars per share)	$ (0.08)	$ (0.12)
Weighted-average number of common shares used in basic and diluted net loss per common share (in Shares)	36,598,291	19,277,545

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders’ Deficit (unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance at Dec. 31, 2018	$ 193	$ 263,521	$ (267,159)	$ (3,445)
Beginning balance (in Shares) at Dec. 31, 2018	19,277,545
Stock-based compensation expense		59		59
Net loss			(2,331)	(2,331)
Ending balance at Mar. 31, 2019	$ 193	263,580	(269,490)	(5,717)
Ending balance (in Shares) at Mar. 31, 2019	19,277,545
Beginning balance at Dec. 31, 2019	$ 366	280,928	(284,492)	(3,198)
Beginning balance (in Shares) at Dec. 31, 2019	36,598,291
Stock-based compensation expense		212		212
Relative fair value of warrants and beneficial conversion feature in connection with August 2019 Note		2,765		2,765
Net loss			(2,841)	(2,841)
Ending balance at Mar. 31, 2020	$ 366	$ 283,905	$ (287,333)	$ (3,062)
Ending balance (in Shares) at Mar. 31, 2020	36,598,291

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Operating activities:
Net loss	$ (2,841)	$ (2,331)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	8	8
Re-measurement of derivative liabilities		1
Reclassification of warrant from derivative liabilities to other income	(10)
Non-cash interest expense	282	175
Stock-based compensation expense	212	59
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(147)	(26)
Accounts payable	(115)	(583)
Accrued expenses	(631)	(768)
Net cash used in operating activities	(3,242)	(3,465)
Investing activities
Purchases of property and equipment		(5)
Net cash used in investing activities		(5)
Financing activities
Debt issuance costs		(50)
Proceeds from short term and long term debt, related party	4,597	1,000
Net cash provided by financing activities	4,597	950
Net decrease in cash and restricted cash	1,355	(2,520)
Cash and restricted cash at beginning of period	2,529	3,836
Cash and restricted cash at end of period	3,884	1,316
Supplemental disclosures of cash flow information and non-cash activities
Income taxes paid	5	6
Interest paid		394
Warrants issuance recorded to APIC and debt discount	2,330
Beneficial conversion feature discount associated with August 2019 Note	$ 435

Nature of Business

Nature of Business	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	1. Nature of Business GI Dynamics ® Diabetes mellitus type 2 (also known as type 2 diabetes) is a long-term progressive metabolic disorder characterized by high blood sugar, insulin resistance, and reduced insulin production. People with type 2 diabetes represent 90-95% of the worldwide diabetes population; only 5-10% of this population is diagnosed with type 1 diabetes (a form of diabetes mellitus wherein little to no insulin is produced). Being overweight is a condition where the patient’s BMI is greater than 25 (kg/m 2 When considering treatment for type 2 diabetes, it is optimal to address obesity concurrently with diabetes. EndoBarrier ® The current treatment paradigm for type 2 diabetes is lifestyle therapy combined with pharmacological treatment, whereby treating clinicians prescribe a treatment regimen of one to four concurrent medications that could include insulin for patients with higher levels of blood sugar. Insulin carries a significant risk of increased mortality and may contribute to weight gain, which in turn may lead to higher levels of insulin resistance and increased levels of blood sugar. Fewer than 50% of patients treated pharmacologically for type 2 diabetes are adequately managed, meaning that medication does not lower blood sugar adequately and does not halt the progressive nature of diabetes of these patients. The current pharmacological treatment algorithms for type 2 diabetes fall short of ideal, creating a large and unfilled efficacy gap. The GI Dynamics vision is to make EndoBarrier the essential nonpharmacological and non-anatomy-altering treatment for patients with type 2 diabetes. The Company intends to achieve this vision by providing a safe and effective device, focusing on optimal patient care, supporting treating clinicians, adding to the extensive body of clinical evidence around EndoBarrier, gaining appropriate regulatory approvals, continuing to improve its products and systems, operating the Company in a lean fashion, and maximizing stockholder value. EndoBarrier ® Since incorporation, the Company has devoted substantially all of its efforts to product commercialization, research and development, business planning, recruiting management and technical staff, acquiring operating assets, and raising capital. The Company currently operates in one reportable business segment. Going Concern Evaluation As of March 31, 2020, the Company’s primary source of liquidity is its cash and restricted cash balances. GI Dynamics is currently focused primarily on its clinical trials, which will support future regulatory submissions and potential commercialization activities. Until the Company is successful in gaining regulatory approvals, it is unable to sell the Company’s product in any market at this time. Without revenues, GI Dynamics is reliant on funding obtained from investment in the Company to maintain business operations until the Company can generate positive cash flows from operations. The Company cannot predict the extent of future operating losses and accumulated deficit, and it may never generate sufficient revenues to achieve or sustain profitability. GI Dynamics has incurred operating losses since inception and at March 31, 2020, had an accumulated deficit of approximately $287 million and a working capital deficit of $1.3 million. The Company expects to incur significant operating losses for the next several years. At March 31, 2020, the Company had approximately $3.9 million in cash and restricted cash. The Company will need to restructure the terms of the Senior Secured Convertible Promissory Note, issued on June 15, 2017 (as amended from time to time, the “2017 Note”), before May 15, 2020 or the 2017 Note will be in default and subject to a call notice at the discretion of Crystal Amber. If the 2017 Note terms are restructured or the note is not called, the Company must raise additional capital before May 31, 2020 in order to continue to pursue its current business objectives as planned and to continue to fund its operations. The Company and Crystal Amber Fund Limited (“Crystal Amber”, a Related Party for ASX purposes) are currently in discussions regarding the 2017 Note maturity extension. The Company is looking to raise additional funds through any combination of additional equity and debt financings or from other sources. However, the Company has no guarantee that the 2017 Note will be restructured or if in default, will not be called. If the Note is called, the Company has no guaranteed source of capital that will accommodate repayment of the 2017 Note. If the 2017 Note terms are restructured or the 2017 Note is in default, but not called, the Company anticipates that operating cash will be exhausted by May 31, 2020 and therefore additional financing will be required to be able to continue its operations after this date. There can be no assurance that any potential financing opportunities will be available on acceptable terms, if at all. If the Company is unable to raise sufficient capital on the Company’s required timelines and on acceptable terms to stockholders and the Board of Directors, it could be forced to reduce or cease operations, including activities essential to support regulatory applications to commercialize EndoBarrier. If access to capital is not achieved before May 31, 2020, it will materially harm the Company’s business, financial condition and results of operations to the extent that the Company may be required to cease operations altogether, file for bankruptcy, or undertake any combination of the foregoing. In addition, if the Company does not meet its payment obligations to third parties as they become due, the Company may be subject to litigation claims and its credit worthiness would be adversely affected. Even if the Company is successful in defending these claims, litigation could result in substantial costs and would be a distraction to management and may have other unfavorable results that could further adversely impact the Company’s financial condition. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. The accompanying consolidated financial statements have been prepared assuming GI Dynamics will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies and Basis of Presentation	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	2. Significant Accounting Policies and Basis of Presentation The consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, certain information and footnote disclosures normally included in complete financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been omitted pursuant to such rules and regulations. These interim consolidated financial statements and related notes 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 year ended December 31, 2019 filed with the SEC on March 27, 2020. The Company's balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. In our opinion, the consolidated financial statements included herein contain all adjustments necessary to present fairly our financial position as of March 31, 2020 and the results of our operations and cash flows for the three months ended March 31, 2020 and 2019. Such adjustments are of a normal recurring nature. In addition, certain reclassifications of prior period balances have been made to conform to the current period presentation. Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement

Net Loss per Common Share

Net Loss per Common Share	3 Months Ended
	Mar. 31, 2020
Earnings Per Share [Abstract]
Earnings Per Share [Text Block]	3. Net Loss per Common Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Potential common stock equivalents are determined using the treasury stock method. For diluted net loss per share purposes, stock options and other stock-based awards are excluded, including shares issued as a result of option exercises but which are subject to repurchase by the Company, whose effect would be anti-dilutive from the calculation. For diluted net loss per share purposes, derivatives to purchase shares of common stock or CDIs are treated identically because shares of common stock and CDIs are interchangeable at the sole election of the stockholder. For diluted net loss per share purposes, options and warrants conferring the right to purchase shares of common stock or CDIs are excluded from diluted net loss per share calculations as inclusion would have an anti-dilutive effect. During the three months ended March 31, 2020 and 2019, common stock equivalents were excluded from the calculation of diluted net loss per common share, as their effect was anti-dilutive due to the net loss incurred. Therefore, basic and diluted net loss per share was the same in all periods presented. The following potentially dilutive securities have been excluded from the computation of diluted weighted- average shares outstanding as of March 31, 2020 and 2019, as they would be anti-dilutive: Three Months Ended 2020 2019 Warrants to purchase common stock 4,625,425 3,552,672 Options to purchase common stock and other stock-based awards 3,376,154 1,545,719 Total 8,001,579 5,098,391

Warrants to Purchase Common Sto

Warrants to Purchase Common Stock or CDIs	3 Months Ended
	Mar. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Instruments and Hedging Activities Disclosure [Text Block]	4. Warrants to Purchase Common Stock or CDIs The following series of warrants were outstanding and exercisable at March 31, 2020 and 2019 (warrants to purchase CDIs presented as shares at a 50 CDI per share ratio): Number of Exercise March 31, Warrant Series Issue Date shares per share 2020 2019 Consultant warrant May 4, 2016 28,532 $ 0.64 28,532 28,532 2018 Warrant (1) May 24, 2018 1,944,444 $ 0.72 - 1,944,444 August 2019 Warrant (2) January 13, 2020 4,596,893 $ 1.00 4,596,893 - Total Outstanding and Exercisable 4,625,425 1,972,976 Weighted average exercise price $ 1.00 $ 0.72 (1) Exercise price was initially $0.90 per share, but was adjusted to $0.72 in November 2018 (2) Financing arranged August 2019, but funding did not occur until January 13, 2020 On May 4, 2016, the Company entered into a consulting agreement pursuant to which a consulting firm provides strategic advisory, finance, accounting, human resources and administrative functions, including chief financial officer services, to the Company. In connection with the consulting agreement, the Company granted the consulting firm a warrant (“Consultant Warrant”) to purchase up to 28,532 shares of the Company’s common stock at an exercise price per share equal to $0.64. The Consultant Warrant is fully vested and expires on May 4, 2021. As of March 31, 2019, the Consultant Warrants had not been exercised. On August 21, 2019, GI Dynamics and Crystal Amber entered into a securities purchase agreement for a total funding of up to approximately $10 million (the “August 2019 SPA”) comprised of the scheduled exercise of the 2018 Warrant, the March 2019 Warrant, and the May 2019 Warrant (totaling 8,248,549 shares of common stock purchased for approximately $5.4 million) and the issue and sale of an Unsecured Convertible Note for up to approximately $4.6 million (the “August 2019 Note”), which included an agreement to issue a warrant (the “August 2019 Warrant”) to purchase up to 229,844,650 CDIs (representing 4,596,893 shares of common stock) for an exercise price of $0.02 per CDI issued on exercise. On December 16, 2019, stockholders approved the issuance of the August 2019 Warrant, which was then issued on January 13, 2020.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value Disclosures [Text Block]	5. Fair Value Measurements The tables below present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation techniques the Company used to determine such fair value. In general, fair values determined by Level 1 inputs utilize observable inputs such as quoted prices in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are either directly or indirectly observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, requiring the Company to develop its own assumptions for the asset or liability. On March 31, 2020, the classification of the Consultant Warrant was reevaluated and the Company re-classified it as an equity instrument. On March 31, 2020, this reclassification resulted in a credit to Other Income. Cash, restricted cash, prepaid expenses and other current assets, accounts payable, accrued expenses, short-term debt to related party and other current liabilities at March 31, 2020 and December 31, 2019 are carried at amounts that approximate fair value due to their short-term maturities and highly liquid nature of these instruments.

Concentrations of Credit Risk a

Concentrations of Credit Risk and Related Valuation Account	3 Months Ended
	Mar. 31, 2020
Concentrations of Credit Risk, Accounts Receivable and Related Valuation Account [Abstract]
Concentrations of Credit Risk, Accounts Receivable and Related Valuation Account [Text Block]	6. Concentrations of Credit Risk and Related Valuation Account Financial instruments that subject GI Dynamics to credit risk primarily consist of cash and restricted cash. Cash balances are maintained with high quality financial institutions, and consequently, the Company believes that such funds are subject to minimal credit risk. The Company’s short-term investments potentially subject the Company to concentrations of credit risk. GI Dynamics has adopted an investment policy that limits the amounts it may invest in any one type of investment and requires all held investments to hold at least an A rating from a recognized credit rating agency, thereby reducing credit risk concentration.

Accrued Expenses

Accrued Expenses	3 Months Ended
	Mar. 31, 2020
Payables and Accruals [Abstract]
Accounts Payable and Accrued Liabilities Disclosure [Text Block]	7. Accrued Expenses Accrued expenses consisted of the following (in thousands): March 31, December 31, 2020 2019 Payroll and related liabilities $ 188 $ 531 Professional fees 176 335 Credit refunds — 164 Interest payable 415 250 Other 107 73 Total $ 886 $ 1,353 In 2017, following notification by the Medicines and Healthcare Products Regulatory Agency (“MHRA”), the Company notified its customers to return their inventory on hand. The Company calculated an estimate for returns, reversed its revenue and recorded an accrued expense estimate of $202 thousand of product return related costs in addition to $77 thousand of credit memos granted to customers. Through December 31, 2019, this reserve had various claims and adjustments of $115 thousand. On March 31, 2020, the Company reversed the remaining accrual for $164 thousand and recognized Other Income as the Company concluded that the likelihood that further claims will be made was remote, given the amount of time without such claims after product expiry. In December 2018, the maturity of the 2017 Note was extended to March 31, 2019 in exchange for payment of $394 thousand, which was the total accrued interest on the 2017 Note at December 31, 2018. Accrued interest at March 31, 2020 includes interest on the 2017 Note since January 1, 2019 and the August 2019 Note since January 13, 2020.

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Debt Disclosure [Text Block]	8. Notes Payable 2017 Convertible Note Financing On June 15, 2017, the Company entered into a Note Purchase Agreement (“2017 NPA”) by and between the Company and Crystal Amber, a Related Party. Pursuant to the 2017 NPA, the Company issued and sold to Crystal Amber, a Senior Secured Convertible Promissory Note in an aggregate original principal amount of $5.0 million (the “2017 Note”). The 2017 Note accrues interest at an annually compounded rate of 5% per annum, other than during the continuance of an event of default, when the 2017 Note accrues interest at a rate of 8% per annum. The entire outstanding principal balance and all unpaid accrued interest thereon was initially due on the original maturity date of December 31, 2018, and, as amended, is currently scheduled to mature on May 15, 2020. The 2017 Note is secured by a first priority security interest in substantially all tangible and intangible assets of the Company, including intellectual property (the “Collateral”). In the event of an uncured default, Crystal Amber, is authorized to sell, transfer, assign or otherwise deal in or with the Collateral or the proceeds thereof or any related goods securing the Collateral, as fully and effectually as if Crystal Amber were the absolute owner thereof. The ASX provided the Company with a waiver to allow all asset liens (the “Security”) to be granted to Crystal Amber, without the customary requirement of having to obtain stockholder approval for the grant of a security to a Related Party of the Company. As a result of the waiver, the Security contains a provision that provides that if an event of default occurs and Crystal Amber exercises its rights under the Security, neither Crystal Amber nor any of its associates can acquire any legal or beneficial interest in an asset of the Company or its subsidiaries in full or partial satisfaction of the Company’s obligations under the Security, or otherwise deal with the assets of the Company or its subsidiaries, without the Company first having complied with any applicable ASX Listing Rules, including ASX Listing Rule 10.1, other than as required by law or through a receiver, manager, or analogous person appointed by Crystal Amber exercising its power of sale under the Security and selling the assets to an unrelated third party on arm’s length commercial terms and conditions and distributing the cash proceeds to Crystal Amber or any of its associates in accordance with their legal entitlements. The entire outstanding principal balance under the 2017 Note and all unpaid accrued interest thereon is convertible into CDIs (i) prior to the maturity date, at the option of Crystal Amber at a conversion price calculated based on the five-day volume weighted average price of the Company’s CDIs traded on the ASX (“Optional Conversion Price”), or (ii) automatically upon the occurrence of an equity financing in which the Company raises at least $10 million (a “Qualified Financing”) at the price per CDI of the CDIs issued and sold in such financing. In the event that the Company issues additional CDIs in a subsequent equity financing at a price per CDI that is less than the then-effective Optional Conversion Price, Crystal Amber has a 30-day option to convert at an adjusted conversion price reflecting, on a weighted average basis, the lower price per CDI. The number of CDIs that Crystal Amber may acquire upon conversion of the 2017 Note at this adjusted conversion price is limited to the number that maintains Crystal Amber’s fully-diluted ownership percentage of the Company at the same level as existed immediately preceding the applicable subsequent equity financing. In addition, upon a change of control of the Company (other than a change of control resulting from a Qualified Financing) in which the Company’s stockholders receive cash consideration, the Company is obligated under the 2017 Note to pay all accrued and unpaid interest then due plus 110% of the remaining outstanding unconverted principal balance. If the change of control results in non-cash consideration, Crystal Amber may convert the entire outstanding principal balance under the 2017 Note and all unpaid accrued interest then due into CDIs at the abovementioned Optional Conversion Price. Other than as described above, the Company may not prepay the 2017 Note without the consent of Crystal Amber. The Company considers the change in control premium as a cash settleable feature, thereby requiring derivative liability classification. On applying a probability adjusted present value of the premium, the fair value was considered immaterial upon issuance and at all subsequent reporting period ends. The 2017 NPA contains customary events of default including a failure to perform obligations under the 2017 NPA, bankruptcy, a decision by the board of directors of the Company to wind up the Company, or if the Company otherwise ceases to carry on its ongoing business operations. If a default occurs and is not cured within the applicable cure period or is not waived, any outstanding obligations under the 2017 Note may be accelerated. The 2017 NPA and related 2017 Note documents also contain additional representations and warranties, covenants and conditions, in each case customary for transactions of this type. For the three months ended March 31, 2020 and 2019, the Company recognized interest expense of $65 and $62 thousand, respectively, related to the 2017 Note. August 2019 Securities Purchase Agreement On August 21, 2019, the Company entered into the August 2019 SPA by and between the Company and Crystal Amber. The August 2019 SPA detailed a timeline wherein Crystal Amber would exercise the 2018 Warrant, the March 2019 Warrant, and the May 2019 Warrant. Additionally, pursuant to the August 2019 SPA, the Company issued and sold to Crystal Amber a senior unsecured convertible promissory note in an aggregate principal amount of approximately $4.6 million, or such lesser amount as may be set forth in a notice delivered by the Company to Crystal Amber (the “August 2019 Note”), to be funded on December 6, 2019, or such earlier or later date as may be requested by the Company (the “Funding Date”). In conjunction with the August 2019 Note, the Company agreed to issue to Crystal Amber a Warrant (the “August 2019 Warrant”) to purchase CDIs, subject to the receipt of required stockholder approval approving the issuance of the August 2019 Warrant and the funding of the August 2019 Note (see Note 4). The August 2019 Note accrues interest at a rate equal to 10% per annum from the August 2019 Note Funding Date, compounded annually, other than during the continuance of an event of default, when the August 2019 Note accrues interest at a rate of 16% per annum. The entire outstanding principal balance and all unpaid accrued interest thereon is due on the fifth anniversary of the Funding Date. The entire outstanding principal balance under the August 2019 Note and all unpaid accrued interest thereon is immediately convertible into CDIs at the option of Crystal Amber at a conversion price equal to US$0.02 per CDI. In the event that the Company issues additional CDIs to a stockholder other than Crystal Amber in a subsequent equity financing at a price per CDI that is less than the conversion price under the August 2019 Note, the conversion price shall be reduced to the lowest such price per CDI. In addition, upon a change of control of the Company resulting in cash proceeds, Crystal Amber may, at its option, demand that the Company prepay all accrued and unpaid interest plus 110% of the remaining outstanding unconverted principal balance. The Company may not prepay the August 2019 Note without the consent of Crystal Amber, a Related Party. If the stockholder approvals required to issue the August 2019 Warrant or to approve the conversion rights under the August 2019 Note are not obtained, the Company is obligated to prepay all accrued and unpaid interest plus 110% of the remaining outstanding unconverted principal balance on the earlier of the Funding Date or the date that is six months following the date of the stockholder meeting at which the requisite approvals were not obtained. The Company considers the change in control premium and the stockholder approval premium to each represent a cash settleable feature, thereby requiring derivative liability classification. On applying a probability adjusted present value of the premiums, the fair value was considered immaterial upon issuance and through the end of this reporting period. The August 2019 SPA contains customary events of default. If a default occurs and is not cured within the applicable cure period or is not waived, any outstanding obligations under the August 2019 Note may be accelerated. The August 2019 SPA and related August 2019 Note and August 2019 Warrant documents also contain additional representations and warranties, covenants and conditions, in each case customary for transactions of this type. Prior to December 6, 2019, the Company notified Crystal Amber that it had elected to receive the full amount of approximately $4.6 million under the August 2019 Note, but agreed to timing extensions. On December 16, 2019, stockholder approval was obtained pursuant to ASX Listing Rule 10.11, for the August 2019 Note conversion feature and the issuance of the August 2019 Warrant, contingent on receipt of the August 2019 Note proceeds. On January 13, 2020, the full amount of approximately $4.6 million was received as proceeds from the August 2019 Note. On receipt of funds, the August 2019 Note was immediately convertible. On January 13, 2020, the Company issued to Crystal Amber an immediately exercisable August 2019 Warrant to purchase 229,844,650 CDIs (representing 4,596,893 shares of common stock) for an exercise price of $0.02 per CDI (see Note 4). On issuance, having already obtained the required stockholder approval to reserve the CDIs underlying the conversion feature and the August 2019 Warrant, the August 2019 Warrant was determined to be a freestanding instrument meeting the requirements for equity classification in accordance with ASC 480-10 Distinguishing Liabilities from Equity, A Contracts in an Entity’s Own Equity Debt with Conversion and Other Options For the three months ended March 31, 2020, the Company recorded $98 thousand of accrued interest expense. For the three months ended March 31, 2020, the Company recognized interest expense of $100 thousand from the amortization of the debt discount.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	9. Commitments and Contingencies Lease Commitments In December 2018, the Company entered into a 6-month membership agreement with WeWork for 985 square feet of office space located in Boston, Massachusetts. The committed lease term expired in May 2019. The WeWork agreement contained no explicit or guaranteed extension provisions. On April 22, 2019, the Company entered into a right-of-use lease for 3,520 square feet of office space in Boston, Massachusetts. The lease period contractually commenced June 1, 2019 and expires on May 31, 2022, but the space was available for occupancy on May 1, 2019 resulting in an effective period of May 2019 through May 2022, with no rent payment assessed in May 2019. The lease has defined escalating rent payments and contains no extension or expansion rights. On lease execution, the Company recorded the approximately $463 thousand present value of the lease liability in short-term and long-term liabilities and recorded a related right-of-use asset. The right-of-use asset will be amortized to lease expense and the liability will be reduced by the rent payments over the term of the lease. The Company’s leases generally do not provide an implicit interest rate and therefore the Company uses 10% as an estimate of its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease in a similar economic environment. The Company had no leases currently classified as finance leases or previously classified as capital leases in either reporting period. The Company’s operating lease is reflected in the balance sheets. In the three months ended March 31, 2020, $44 thousand of lease expense was incurred and an additional $3 thousand of tax expense was accrued for property taxes associated with the leased facility. Other information related to leases was as follows (in 2019, leases were all short term and excluded from the adoption of ASU 2016-2): Three Months Ended 2020 2019 (in thousands) Operating cash flows from operating leases in lease liability measurement $ 53 $ — Operating cash flows from short term leases 44 — Remaining long-term lease term in years 2.2 — Discount rate 10 % — The maturity of the Company’s operating lease liability as of March 31, 2020 is as follows: March 31, (in thousands) 2020 134 2021 182 2022 76 Total future minimum lease payments 392 Less: imputed interest 40 Total liabilities $ 352 Rent expense on non-cancelable operating leases was approximately $44 and $56 thousand for the three months ended March 31, 2020 and 2019, respectively.

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Mar. 31, 2020
Stockholders' Equity Note [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	10. Stockholders’ Deficit On December 19, 2019, GI Dynamics stockholders approved an increase of its authorized shares of common stock from 50 million to 75 million. As of March 31, 2020, the authorized capital stock of the Company consists of 75.5 million shares, of which 75 million shares are designated as common stock and 500 thousand shares are designated as preferred stock.

Share-Based Compensation

Share-Based Compensation	3 Months Ended
	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Share-based Payment Arrangement [Text Block]	11. Share-Based Compensation The Company has two stock-based compensation plans. The Board of Directors adopted the 2003 Omnibus Stock Plan (the “2003 Plan”), which provides for the grant of qualified incentive stock options and nonqualified stock options or other awards to the Company’s employees, officers, directors, advisors, and outside consultants to purchase up to an aggregate of 922,086 shares of the Company’s common stock. In August 2011, the Board of Directors adopted the 2011 Employee, Director and Consultant Equity Incentive Plan (the “2011 Plan”, together with the 2003 Plan, the “Plans”) as the successor to the 2003 Plan. Under the 2011 Plan, the Company may grant incentive stock options, nonqualified stock options, restricted and unrestricted stock awards and other stock-based awards. As of March 31, 2020, an additional 554,866 shares of common stock were available for grant under the Company’s 2011 Plan. In addition, the 2011 Plan allows for an annual increase in the number of shares available for issue under the 2011 Plan commencing on the first day of each fiscal year during the period beginning in fiscal year 2012 and ending in fiscal year 2020. The annual increase in the number of shares shall be equal to the lowest of: ● 500 thousand shares; ● 4% of the number of common shares outstanding as of such date; and ● an amount determined by the Board of Directors or the Company’s compensation committee. Accordingly, during the quarters ended March 31, 2020 and March 31, 2019, 500 thousand shares were added to the 2011 Plan. Stock-Based Compensation Stock-based compensation is reflected in the consolidated statements of operations as follows for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended 2020 2019 Research and development $ 13 $ 16 General and administrative 199 43 $ 212 $ 59 The stock options granted under the Plans generally vest over a four-year period and expire ten years from the date of grant. The weighted-average assumptions used to estimate the fair value of employee stock options using the Black-Scholes option-pricing model were as follows for the three months ended March 31, 2020 and 2019: Three Months Ended 2020 2019 Expected volatility 164.9 % 122.0 % Expected term (in years) 5.84 6.05 Risk-free interest rate 0.9 % 2.3 % Expected dividend yield 0 % 0 % Stock Options The following table summarizes share-based activity under the Company’s stock option plans: Shares of Weighted- Weighted- Aggregate (in years) (in thousands) Outstanding at December 31, 2019 3,096,154 $ 1.47 8.3 $ — Granted 90,000 $ 0.25 $ — Cancelled (60,000 ) $ 0.74 $ — Outstanding at March 31, 2020 3,126,154 $ 1.46 8.6 $ — Vested or expected to vest at March 31, 2020 3,126,154 Exercisable at March 31, 2020 781,360 $ 1.46 6.7 The majority of the Company’s option grants vest 25% on the first anniversary of the grant date, and in a quarterly straight-line rate thereafter until fully vested on the fourth anniversary of the grant date. The weighted average grant date fair value for options granted in the three-month period ended March 31, 2020, was $0.18. The unrecognized stock compensation expense at March 31, 2020 was $2.0 million and was expected to be recognized over a weighted average period of 3.07 years from March 31, 2020. The Company has recorded non-employee stock-based compensation expense of approximately $50 thousand and $4 thousand during the three-month period ended March 31, 2020 and 2019, respectively, which is included in total stock-based compensation expense. The unrecognized compensation expense associated with outstanding non-employee grants was $119 and $21 thousand at March 31, 2020 and 2019, respectively. On February 28, 2020, the Company’s Board of Directors approved, subject to stockholder approval per ASX Listing Rule 10.14, the grant of stock options (“NED Options”) conferring the right to purchase up to 30,000 shares of the Company’s common stock to Praveen Tyle, a non-executive director pursuant to the Company’s 2011 Plan. The exercise price is $0.20 per share of common stock and the NED Options will vest in full on February 28, 2021 if Dr. Tyle remains a director of the Company through that date. The NED Options will vest immediately on a change in control event. The NED Options are immediately exercisable, subject to repurchase rights if purchased prior to vesting. The NED Options will be cancelled immediately upon termination of service as a director, unless such termination is the result of a defined change in control event, in which case the NED Options will be cancelled 12 months after such termination. As of March 31, 2020, stockholders had not yet approved the NED Options. On February 15, 2020, the Company granted a consultant an option to purchase up to 10 thousand shares of common stock at a price of $0.40 per share. The option vests in equal monthly amounts over a 24-month period and expires in 10 years. At March 31, 2020, the Company had unvested outstanding options to purchase 167,673 shares of common stock granted to non-employees. Performance Stock Units Each performance stock unit (“PSU”) represents a contingent right to receive one share of the Company’s common stock. There is no consideration payable on the vesting of PSUs issued under the Plans. Upon vesting, the PSUs are exercised automatically and settled in shares of the Company’s common stock. During the three months ended March 31, 2020, the Company awarded no PSUs to employees and directors of the Company. The following table summarizes information related to PSU activity for the three months ended March 31, 2020: Number Weighted- Aggregate (in years) (in thousands) Outstanding at December 31, 2019 250,000 6.23 $ 149 Granted — Exercised — Cancelled — — — Outstanding at March 31, 2020 250,000 5.98 $ 23 The aggregate intrinsic value at March 31, 2020 noted in the table above represents the closing price of the Company’s common stock multiplied by the number of PSUs outstanding. The fair value of each PSU award equals the closing price of the Company’s common stock on the date of grant. At March 31, 2020, 250,000 of the PSUs outstanding vest on the achievement of certain milestones. When achievement of the milestone is deemed probable, the Company will expense the compensation of the respective stock award over the implicit service period. At March 31, 2020, the Company recognized no stock-based compensation related to performance-based vesting of PSUs. As of March 31, 2020, there was approximately $200 thousand of unrecognized stock-based compensation expense related to non-vested PSU awards that have performance-based vesting.

Segment Reporting

Segment Reporting	3 Months Ended
	Mar. 31, 2020
Segment Reporting [Abstract]
Segment Reporting Disclosure [Text Block]	12. Segment Reporting Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Company has one reportable segment which designs, develops, manufactures and markets medical devices for non-surgical approaches to treating type 2 diabetes and obesity. Geographic Reporting The Company has historically reported various geographic segments but does not do so currently as the right-of-use asset of approximately $463 thousand and all long-lived assets, comprised of property and equipment of approximately $34 thousand are all held in the U.S. at March 31, 2020. Additionally, the Company did not have revenue in any geography for the three months ended March 31, 2020 and 2019, respectively. Major Customers The Company did not recognize any revenue for the three months ended March 31, 2020 and 2019, respectively.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2020
Subsequent Events [Abstract]
Subsequent Events [Text Block]	13. Subsequent Events On March 27, 2020, the CARES Act was signed into law in the United States providing economic assistance for American workers and families, small businesses, and preserves jobs for American industries. GI Dynamics qualifies for the Payroll Protection Program (“PPP”) administered by the United States Small Business Administration (“SBA”) and existing lending institutions. On April 4, 2020, GI Dynamics submitted an application to a lending institution for a loan of approximately $200 thousand under the PPP. In accordance with the provisions of the PPP, the loan accrues interest at a rate of 1% and all or a portion of the loan may be forgiven if it is used to pay for qualifying costs such as payroll, rent and utilities. Amounts that are not forgiven will be repaid 2 years from the date of the loan. Due to backlog, the application was not received by the SBA before funding for the CARES Act was exhausted. Additional CARES Act funds were allocated on April 23, 2020 and GI Dynamics was notified by our lending institution that the application was approved by the SBA on April 30, 2020. The Company announced on May 3, 2020 that it reached an agreement with Crystal Amber to extend the maturity date of the 2017 Note from May 1, 2020 to May 15, 2020.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement

Net Loss per Common Share (Tabl

Net Loss per Common Share (Tables)	3 Months Ended
	Mar. 31, 2020
Earnings Per Share [Abstract]
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]	Three Months Ended 2020 2019 Warrants to purchase common stock 4,625,425 3,552,672 Options to purchase common stock and other stock-based awards 3,376,154 1,545,719 Total 8,001,579 5,098,391

Warrants to Purchase Common S_2

Warrants to Purchase Common Stock or CDIs (Tables)	3 Months Ended
	Mar. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of warrants outstanding and exercisable [Table Text Block]	Number of Exercise March 31, Warrant Series Issue Date shares per share 2020 2019 Consultant warrant May 4, 2016 28,532 $ 0.64 28,532 28,532 2018 Warrant (1) May 24, 2018 1,944,444 $ 0.72 - 1,944,444 August 2019 Warrant (2) January 13, 2020 4,596,893 $ 1.00 4,596,893 - Total Outstanding and Exercisable 4,625,425 1,972,976 Weighted average exercise price $ 1.00 $ 0.72 (1) Exercise price was initially $0.90 per share, but was adjusted to $0.72 in November 2018 (2) Financing arranged August 2019, but funding did not occur until January 13, 2020

Accrued Expenses (Tables)

Accrued Expenses (Tables)	3 Months Ended
	Mar. 31, 2020
Payables and Accruals [Abstract]
Schedule of Accrued Liabilities [Table Text Block]	March 31, December 31, 2020 2019 Payroll and related liabilities $ 188 $ 531 Professional fees 176 335 Credit refunds — 164 Interest payable 415 250 Other 107 73 Total $ 886 $ 1,353

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Lease, Cost [Table Text Block]	Three Months Ended 2020 2019 (in thousands) Operating cash flows from operating leases in lease liability measurement $ 53 $ — Operating cash flows from short term leases 44 — Remaining long-term lease term in years 2.2 — Discount rate 10 % —
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]	March 31, (in thousands) 2020 134 2021 182 2022 76 Total future minimum lease payments 392 Less: imputed interest 40 Total liabilities $ 352

Share-Based Compensation (Table

Share-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]	Three Months Ended 2020 2019 Research and development $ 13 $ 16 General and administrative 199 43 $ 212 $ 59
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]	Three Months Ended 2020 2019 Expected volatility 164.9 % 122.0 % Expected term (in years) 5.84 6.05 Risk-free interest rate 0.9 % 2.3 % Expected dividend yield 0 % 0 %
Share-based Payment Arrangement, Option, Activity [Table Text Block]	Shares of Weighted- Weighted- Aggregate (in years) (in thousands) Outstanding at December 31, 2019 3,096,154 $ 1.47 8.3 $ — Granted 90,000 $ 0.25 $ — Cancelled (60,000 ) $ 0.74 $ — Outstanding at March 31, 2020 3,126,154 $ 1.46 8.6 $ — Vested or expected to vest at March 31, 2020 3,126,154 Exercisable at March 31, 2020 781,360 $ 1.46 6.7
Share-based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]	Number Weighted- Aggregate (in years) (in thousands) Outstanding at December 31, 2019 250,000 6.23 $ 149 Granted — Exercised — Cancelled — — — Outstanding at March 31, 2020 250,000 5.98 $ 23

Nature of Business (Details)

Nature of Business (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)	Dec. 31, 2019USD ($)	Mar. 31, 2019USD ($)	Dec. 31, 2018USD ($)
Nature of Business (Details) [Line Items]
Types of diabetes population, description	Diabetes mellitus type 2 (also known as type 2 diabetes) is a long-term progressive metabolic disorder characterized by high blood sugar, insulin resistance, and reduced insulin production. People with type 2 diabetes represent 90-95% of the worldwide diabetes population; only 5-10% of this population is diagnosed with type 1 diabetes (a form of diabetes mellitus wherein little to no insulin is produced).
Number of reportable segments	1
Accumulated deficit	$ (287,333)	$ (284,492)
Working capital deficit	1,300
Cash and cash equivalents, restricted cash	$ 3,884	$ 2,529	$ 1,316	$ 3,836
Type 2 Diabetes [Member]
Nature of Business (Details) [Line Items]
Types of diabetes population, description	Fewer than 50% of patients treated pharmacologically for type 2 diabetes are adequately managed, meaning that medication does not lower blood sugar adequately and does not halt the progressive nature of diabetes of these patients.

Net Loss per Common Share (Deta

Net Loss per Common Share (Details) - Schedule of potentially dilutive securities excluded from computation of diluted weighted average shares - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average shares outstanding	8,001,579	5,098,391
Warrants to purchase common stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average shares outstanding	4,625,425	3,552,672
Options to purchase common stock and other stock-based awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average shares outstanding	3,376,154	1,545,719

Warrants to Purchase Common S_3

Warrants to Purchase Common Stock or CDIs (Details) - $ / shares	Mar. 15, 2019	May 04, 2016	Aug. 21, 2019	Mar. 31, 2020	Mar. 31, 2019	Nov. 30, 2018	May 24, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Warrants description	The following series of warrants were outstanding and exercisable at March 31, 2020 and 2019 (warrants to purchase CDIs presented as shares at a 50 CDI per share ratio):		GI Dynamics and Crystal Amber entered into a securities purchase agreement for a total funding of up to approximately $10 million (the “August 2019 SPA”) comprised of the scheduled exercise of the 2018 Warrant, the March 2019 Warrant, and the May 2019 Warrant (totaling 8,248,549 shares of common stock purchased for approximately $5.4 million) and the issue and sale of an Unsecured Convertible Note for up to approximately $4.6 million (the “August 2019 Note”), which included an agreement to issue a warrant (the “August 2019 Warrant”) to purchase up to 229,844,650 CDIs (representing 4,596,893 shares of common stock) for an exercise price of $0.02 per CDI issued on exercise. On December 16, 2019, stockholders approved the issuance of the August 2019 Warrant, which was then issued on January 13, 2020.
Exercise price per share		$ 0.64		$ 50	$ 50	$ 0.72	$ 0.90
(in Shares)		28,532
Warrant expires date		May 4, 2021

Warrants to Purchase Common S_4

Warrants to Purchase Common Stock or CDIs (Details) - Schedule of warrants outstanding and exercisable - $ / shares		May 04, 2016	Mar. 31, 2020	Mar. 31, 2019	Nov. 30, 2018	May 24, 2018
Warrants to Purchase Common Stock or CDIs (Details) - Schedule of warrants outstanding and exercisable [Line Items]
Number of underlying shares		28,532
Exercise price per share (in Dollars per share)		$ 0.64	$ 50	$ 50	$ 0.72	$ 0.90
Total Outstanding and Exercisable			4,625,425	1,972,976
Weighted average exercise price (in Dollars per share)			$ 1	$ 0.72
Consultant Warrant [Member]
Warrants to Purchase Common Stock or CDIs (Details) - Schedule of warrants outstanding and exercisable [Line Items]
Issue Date			May 4, 2016
Number of underlying shares			28,532
Exercise price per share (in Dollars per share)			$ 0.64
Total Outstanding and Exercisable			28,532	28,532
2018 Warrant [Member]
Warrants to Purchase Common Stock or CDIs (Details) - Schedule of warrants outstanding and exercisable [Line Items]
Issue Date	[1]		May 24, 2018
Number of underlying shares	[1]		1,944,444
Exercise price per share (in Dollars per share)	[1]		$ 0.72
Total Outstanding and Exercisable	[1]			1,944,444
August 2019 Warrant [Member]
Warrants to Purchase Common Stock or CDIs (Details) - Schedule of warrants outstanding and exercisable [Line Items]
Issue Date	[2]		January 13, 2020
Number of underlying shares	[2]		4,596,893
Exercise price per share (in Dollars per share)	[2]		$ 1
Total Outstanding and Exercisable	[2]		4,596,893
[1]	Exercise price was initially $0.90 per share, but was adjusted to $0.72 in November 2018
[2]	Financing arranged August 2019, but funding did not occur until January 13, 2020

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2018
Accrued Expenses (Details) [Line Items]
Accrued expenses, description	The Company calculated an estimate for returns, reversed its revenue and recorded an accrued expense estimate of $202 thousand of product return related costs in addition to $77 thousand of credit memos granted to customers. Through December 31, 2019, this reserve had various claims and adjustments of $115 thousand. On March 31, 2020, the Company reversed the remaining accrual for $164 thousand and recognized Other Income as the Company concluded that the likelihood that further claims will be made was remote, given the amount of time without such claims after product expiry.
2017 Note [Member]
Accrued Expenses (Details) [Line Items]
Interest payable		$ 394

Accrued Expenses (Details) - Sc

Accrued Expenses (Details) - Schedule of Accrued Liabilities - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Schedule of Accrued Liabilities [Abstract]
Payroll and related liabilities	$ 188	$ 531
Professional fees	176	335
Credit refunds		164
Interest payable	415	250
Other	107	73
Total	$ 886	$ 1,353

Notes Payable (Details)

Notes Payable (Details) - USD ($) $ in Thousands	Jan. 13, 2020	Aug. 31, 2019	Jun. 15, 2017	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2017	Dec. 31, 2019	Dec. 06, 2019
Notes Payable (Details) [Line Items]
Principle amount		$ 4,600						$ 4,600
Interest rate during period		16.00%
Unpaid interest		10.00%	8.00%
Debt instrument conversion description	On January 13, 2020, the full amount of approximately $4.6 million was received as proceeds from the August 2019 Note. On receipt of funds, the August 2019 Note was immediately convertible. On January 13, 2020, the Company issued to Crystal Amber an immediately exercisable August 2019 Warrant to purchase 229,844,650 CDIs (representing 4,596,893 shares of common stock) for an exercise price of $0.02 per CDI (see Note 4).
Unpaid interest		110.00%		110.00%
Fair valiue of warrant		$ 2,300
Debt instrument, convertible, beneficial conversion feature		$ 435
Accrued interest expense				$ 415			$ 250
Amortization of debt discount				100
2017 Senior Secured Convertible Promissory Note [Member]
Notes Payable (Details) [Line Items]
Principle amount			$ 5,000
Interest rate during period			5.00%
Interest expenses				65	$ 62
2017 Senior Secured Convertible Promissory Note [Member] | Chess Deposit Interest [Member]
Notes Payable (Details) [Line Items]
Qualified financing least amount raised						$ 10,000
Percentage of remaining outstanding unconverted principal payment obligation upon change of control						110.00%
2019 Senior Unsecured Convertible Promissory Note [Member]
Notes Payable (Details) [Line Items]
Accrued interest expense				$ 98
2018 Senior Unsecured Convertible Promissory Note [Member] | Chess Deposit Interest [Member]
Notes Payable (Details) [Line Items]
Debt instrument conversion description		The entire outstanding principal balance under the August 2019 Note and all unpaid accrued interest thereon is immediately convertible into CDIs at the option of Crystal Amber at a conversion price equal to US$0.02 per CDI.

Commitments and Contingencies_2

Commitments and Contingencies (Details) $ in Thousands	1 Months Ended	3 Months Ended
	Apr. 22, 2019USD ($)m²	Mar. 31, 2020USD ($)	Mar. 31, 2019USD ($)	Dec. 31, 2018m²
Commitments and Contingencies Disclosure [Abstract]
Rentable area of leased premises (in Square Meters) | m²	3,520			985
Operating lease term	The lease period contractually commenced June 1, 2019 and expires on May 31, 2022, but the space was available for occupancy on May 1, 2019 resulting in an effective period of May 2019 through May 2022, with no rent payment assessed in May 2019.
Present value of the lease liability in short-term and long-term liabilities and recorded a related right-of-use asset	$ 463
Incremental borrowing rate as discount rate to measure operating lease liabilities		10.00%
Operating Lease, Expense		$ 44
Operating Leases, Rent Expense		3
Rent expense		$ 44	$ 56

Commitments and Contingencies_3

Commitments and Contingencies (Details) - Schedule of other information related to leases - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Schedule of other information related to leases [Abstract]
Operating cash flows from operating leases in lease liability measurement	$ 53
Operating cash flows from short term leases	$ 44
Remaining long-term lease term in years	2 years 73 days
Discount rate	10.00%

Commitments and Contingencies_4

Commitments and Contingencies (Details) - Schedule of maturity of operating lease liability $ in Thousands	Mar. 31, 2020USD ($)
Schedule of maturity of operating lease liability [Abstract]
2020	$ 134
2021	182
2022	76
Total future minimum lease payments	392
Less: imputed interest	40
Total liabilities	$ 352

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - shares	Mar. 31, 2020	Dec. 31, 2019	Dec. 19, 2019
Stockholders' Deficit (Details) [Line Items]
Common stock, shares authorized	75,000,000	75,000,000
Capital stock, shares authorized	75,500,000
Preferred stock, shares authorized	500,000
Minimum [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock, shares authorized			50,000,000
Maximum [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock, shares authorized			75,000,000

Share-Based Compensation (Detai

Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended
	Feb. 28, 2020	Feb. 15, 2020	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Share-Based Compensation (Details) [Line Items]
Annual increase in number of shares available for grant			500,000
Percentage of common shares outstanding			4.00%
Number of shares available for issue, additional shares			500,000	500,000
Stock options, vesting period			4 years
Stock options, expire period			10 years
Percentage of stock option grants vest			25.00%
Weighted average grant date fair value (in Dollars per share)			$ 0.18
Unrecognized compensation expense (in Dollars)			$ 2,000
Share based Compensation Arrangement by Share based Payment Award Options Weighted Average Expected Term			3 years 25 days
Stock-based compensation expense (in Dollars)			$ 212	$ 59
Options granted			90,000
Exercise price (in Dollars per share)			$ 0.25
Company granted option to purchase common stock			3,126,154		3,096,154
Common stock price (in Dollars per share)			$ 1.46		$ 1.47
Option vests expires			8 years 109 days
Performance stock units outstanding			250,000		250,000
Non Employees Awards [Member]
Share-Based Compensation (Details) [Line Items]
Unrecognized compensation expense (in Dollars)			$ 119	21
Stock-based compensation expense (in Dollars)			$ 50	$ 4
NED Options [Member]
Share-Based Compensation (Details) [Line Items]
Options granted	30,000
Exercise price (in Dollars per share)	$ 0.20
Performance Shares [Member]
Share-Based Compensation (Details) [Line Items]
Performance stock units outstanding			250,000
Performance Stock Units [Member]
Share-Based Compensation (Details) [Line Items]
Unrecognized stock based compensation (in Dollars)			$ 200
2003 Stock Incentive Plan [Member]
Share-Based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award			922,086
2011 Stock Incentive Plan [Member]
Share-Based Compensation (Details) [Line Items]
Shares available for future grants			554,866
Consultant [Member]
Share-Based Compensation (Details) [Line Items]
Company granted option to purchase common stock		10,000
Common stock price (in Dollars per share)		$ 0.40
Option vests expires		10 years
Non Employees [Member]
Share-Based Compensation (Details) [Line Items]
Unvested outstanding options to purchase shares of common stock			167,673

Share-Based Compensation (Det_2

Share-Based Compensation (Details) - Stock-Based Compensation - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 212	$ 59
Research and Development Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	13	16
General and Administrative Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 199	$ 43

Share-Based Compensation (Det_3

Share-Based Compensation (Details) - Weighted-average Assumptions used to Estimate Fair Value of Stock Options	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Weighted-average Assumptions used to Estimate Fair Value of Stock Options [Abstract]
Expected volatility	164.90%	122.00%
Expected term (in years)	5 years 306 days	6 years 18 days
Risk-free interest rate	0.90%	2.30%
Expected dividend yield	0.00%	0.00%

Share-Based Compensation (Det_4

Share-Based Compensation (Details) - Share-Based Activity	3 Months Ended
	Mar. 31, 2020USD ($)$ / sharesshares
Share-Based Activity [Abstract]
Shares of common stock attributable to options, outstanding, beginning balance	3,096,154
Weighted- average exercise price, outstanding, beginning balance (in Dollars per share) | $ / shares	$ 1.47
Weighted average contractual life, outstanding, beginning balance	8 years 109 days
Aggregate intrinsic value, outstanding, beginning balance (in Dollars) | $
Shares of common stock attributable to options, granted	90,000
Weighted- average exercise price, outstanding, granted (in Dollars per share) | $ / shares	$ 0.25
Aggregate intrinsic value, outstanding, granted (in Dollars) | $
Shares of common stock attributable to options, cancelled	(60,000)
Weighted- average exercise price, outstanding, cancelled (in Dollars per share) | $ / shares	$ 0.74
Aggregate intrinsic value, outstanding, cancelled (in Dollars) | $
Shares of common stock attributable to options, outstanding, ending balance	3,126,154
Weighted- average exercise price, outstanding, ending balance (in Dollars per share) | $ / shares	$ 1.46
Weighted average contractual life, outstanding, ending balance	8 years 219 days
Aggregate intrinsic value, outstanding, ending balance (in Dollars) | $
Shares of common stock attributable to options, vested or expected to vest	3,126,154
Shares of common stock attributable to options, exercisable	781,360
Weighted- average exercise price, outstanding, exercisable (in Dollars per share) | $ / shares	$ 1.46
Weighted average contractual life, outstanding, exercisable	6 years 255 days

Share-Based Compensation (Det_5

Share-Based Compensation (Details) - Restricted Stock Units and Performance Stock Units Activity $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)shares
Restricted Stock Units and Performance Stock Units Activity [Abstract]
Number of units, outstanding, beginning balance	250,000
Weighted average contractual life, at beginning of period	6 years 83 days
Outstanding aggregate intrinsic value, beginning balance (in Dollars) | $	$ 149
Number of units, outstanding, ending balance	250,000
Weighted average contractual life, at ending of period	5 years 357 days
Outstanding aggregate intrinsic value, ending balance (in Dollars) | $	$ 23
Number of units, granted
Number of units, exercised
Number of units, cancelled
Weighted average contractual life, cancelled
Aggregate intrinsic value, cancelled (in Dollars) | $

Segment Reporting (Details)

Segment Reporting (Details)	3 Months Ended
	Mar. 31, 2020USD ($)	Mar. 31, 2019USD ($)	Dec. 31, 2019USD ($)
Segment Reporting (Details) [Line Items]
Number of reportable segments	1
Right-of-use-asset	$ 352,000		$ 386,000
Long-lived assets	34,000
Revenues	0	$ 0
Major Customers [Member]
Segment Reporting (Details) [Line Items]
Revenues	0	$ 0
UNITED STATES
Segment Reporting (Details) [Line Items]
Right-of-use-asset	$ 463,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ in Thousands	May 03, 2020	Apr. 04, 2020	Mar. 27, 2020	Dec. 06, 2019	Aug. 31, 2019
Subsequent Events (Details) [Line Items]
CARES act fund allocation, description			On March 27, 2020, the CARES Act was signed into law in the United States providing economic assistance for American workers and families, small businesses, and preserves jobs for American industries.
Loan amount under payroll protection program				$ 4,600	$ 4,600
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Loan amount under payroll protection program		$ 200
Percentage of accrue interest per annum		1.00%
Loan maturity		2 years
Loan maturity term description	The Company announced on May 3, 2020 that it reached an agreement with Crystal Amber to extend the maturity date of the 2017 Note from May 1, 2020 to May 15, 2020.