Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 06, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Inspyr Therapeutics, Inc. | |
Entity Central Index Key | 0001421204 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 6,587,157 | |
Entity File Number | 000-55331 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 4 | $ 4 |
Restricted cash | 112 | 19 |
Total current assets | 116 | 23 |
Total assets | 116 | 23 |
Current liabilities: | ||
Accounts payable | 2,283 | 2,269 |
Accrued expenses | 1,931 | 1,866 |
Convertible debentures, net of unamortized discount of $20 and $0, respectively | 2,604 | 2,826 |
Derivative liability | 3,187 | 1,785 |
Total current liabilities | 10,005 | 8,746 |
Total liabilities | 10,005 | 8,746 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Convertible preferred stock | ||
Common stock, par value $.0001 per share; 150,000,000 shares authorized, 5,001,757 and 623,382 shares issued and outstanding, respectively | 1 | |
Additional paid-in capital | 52,691 | 51,957 |
Accumulated deficit | (62,581) | (60,680) |
Total stockholders' deficit | (9,889) | (8,723) |
Total liabilities and stockholders' deficit | 116 | 23 |
Series A Convertible preferred stock | ||
Stockholders' deficit: | ||
Convertible preferred stock | ||
Series B Convertible preferred stock | ||
Stockholders' deficit: | ||
Convertible preferred stock | ||
Series C Convertible preferred stock | ||
Stockholders' deficit: | ||
Convertible preferred stock | ||
Series D Convertible preferred stock | ||
Stockholders' deficit: | ||
Convertible preferred stock | ||
Series E Convertible preferred stock | ||
Stockholders' deficit: | ||
Convertible preferred stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Net of unamortized discount | $ 20 | $ 0 |
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 29,991,846 | 29,991,846 |
Convertible preferred stock, shares issued | ||
Convertible preferred stock, shares outstanding | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 5,001,757 | 623,382 |
Common stock, shares outstanding | 5,001,757 | 623,382 |
Series A Convertible preferred stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 1,854 | 1,854 |
Convertible preferred stock, shares issued | 134 | 134 |
Convertible preferred stock, shares outstanding | 134 | 134 |
Series B Convertible preferred stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 1,000 | 1,000 |
Convertible preferred stock, shares issued | 71 | 71 |
Convertible preferred stock, shares outstanding | 71 | 71 |
Series C Convertible preferred stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 300 | 300 |
Convertible preferred stock, shares issued | 290 | 290 |
Convertible preferred stock, shares outstanding | 290 | 290 |
Series D Convertible preferred stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 5,000 | 5,000 |
Convertible preferred stock, shares issued | 5,000 | 5,000 |
Convertible preferred stock, shares outstanding | 5,000 | 5,000 |
Series E Preferred Stock Member [Member] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 5,000 | 5,000 |
Convertible preferred stock, shares issued | 5,000 | 5,000 |
Convertible preferred stock, shares outstanding | 5,000 | 5,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Losses (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Operating expenses: | ||||
Research and development | $ 11 | $ 11 | $ 22 | $ 22 |
General and administrative | 104 | 139 | 218 | 340 |
Total operating expenses | 115 | 150 | 240 | 362 |
Loss from operations | (115) | (150) | (240) | (362) |
Other income (expense): | ||||
Loss on change in fair value of derivative liability | (944) | (547) | (1,671) | (319) |
Gain on conversion of debt | 158 | 50 | ||
Interest expense, net | (116) | (141) | (148) | (282) |
Loss before provision for income taxes | (1,175) | (838) | (1,901) | (913) |
Provision for income taxes | ||||
Net loss | $ (1,175) | $ (838) | $ (1,901) | $ (913) |
Net loss per common share, basic and diluted | $ (0.23) | $ (4.19) | $ (0.54) | $ (4.65) |
Weighted average shares outstanding, basic and diluted | 5,001,757 | 201,757 | 3,519,996 | 198,074 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at beginning at Dec. 31, 2018 | $ 51,479 | $ (59,746) | $ (8,267) | ||
Balance at beginning (in shares) at Dec. 31, 2018 | 495 | 114,508 | |||
Sale of preferred stock | 5 | 5 | |||
Sale of preferred stock, shares | 5,000 | ||||
Conversion of notes | 320 | 320 | |||
Conversion of notes (in shares) | 87,249 | ||||
Net loss | (75) | (75) | |||
Balance at ending at Mar. 31, 2019 | 51,804 | (59,821) | (8,017) | ||
Balance at ending (in shares) at Mar. 31, 2019 | 5,495 | 201,757 | |||
Net loss | (838) | (838) | |||
Balance at ending at Jun. 30, 2019 | 51,804 | (60,659) | (8,855) | ||
Balance at ending (in shares) at Jun. 30, 2019 | 5,495 | 201,757 | |||
Balance at beginning at Dec. 31, 2019 | 51,957 | (60,680) | (8,723) | ||
Balance at beginning (in shares) at Dec. 31, 2019 | 5,495 | 623,382 | |||
Conversion of notes | $ 1 | 729 | 729 | ||
Conversion of notes (in shares) | 4,378,375 | ||||
Net loss | (726) | (726) | |||
Balance at ending at Mar. 31, 2020 | $ 1 | 52,686 | (61,406) | (8,719) | |
Balance at ending (in shares) at Mar. 31, 2020 | 5,495 | 5,001,757 | |||
Sale of preferred stock | 5 | 5 | |||
Sale of preferred stock, shares | 5,000 | ||||
Net loss | (1,175) | (1,175) | |||
Balance at ending at Jun. 30, 2020 | $ 1 | $ 52,691 | $ (62,581) | $ (9,889) | |
Balance at ending (in shares) at Jun. 30, 2020 | 10,495 | 5,001,757 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (1,901) | $ (913) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 10 | |
Loss on change in fair value of derivative liability | 1,671 | 319 |
Gain on conversion of debt | (158) | (50) |
Amortization of debt discount | 147 | 280 |
Increase in operating liabilities: | ||
Accounts payable and accrued expenses | 79 | 247 |
Cash used in operating activities | (162) | (107) |
Cash flows from investing activities: | ||
Cash used in investing activities | ||
Cash flows from financing activities: | ||
Proceeds from sale of debentures | 250 | |
Proceeds from sale of preferred stock | 5 | 5 |
Cash provided by financing activities | 255 | 5 |
Net increase (decrease) in cash and restricted cash | 93 | (102) |
Cash and restricted cash, beginning of period | 23 | 331 |
Cash and restricted cash, end of period | $ 116 | $ 229 |
Background
Background | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND | NOTE 1 – BACKGROUND Inspyr Therapeutics, Inc. ("we", "us", "our company", "our", "Inspyr" or the "Company") was formed under the laws of the State of Delaware in November 2003, and has its principal office in Westlake Village, California. We are a clinical-stage, pre-revenue, pharmaceutical company primarily focused on the development of therapeutics for the treatment of diseases. Through our acquisition of Lewis and Clark Pharmaceuticals, Inc., we currently are focusing on a pipeline of small molecule adenosine receptor modulators. The adenosine receptor modulators include A 2B antagonists, dual A 2A /A 2B antagonists, and A 2A agonists that have broad development applicability including indications within immuno-oncology and inflammation. Adenosine is implicated in immunosuppression in the tumor microenvironment. Adenosine receptor antagonists may boost the host immune response against the tumor as a single-agent and in combination with other existing immuno-oncology agents leading to enhanced tumor killing and inhibition of metastasis. Adenosine also has anti-inflammatory properties in the acute and chronic setting. Adenosine receptor agonists may promote a decreased inflammatory response and can potentially treat a broad range of inflammatory and autoimmune based diseases and conditions (e.g., rheumatoid arthritis, joint injury, Crohn's disease, psoriasis) as well as improve wound healing and decrease pain. During February 2018, due to a lack of capital, we curtailed substantially all our business operations. In the event that we are able to raise sufficient capital, our major focus would be to: (i) further characterization, in conjunction with Ridgeway Therapeutics, of anti-cancer activity of the current pipeline of A 2B 2A 2B 2A 2B 2A 2B 2A Our ability to execute our business plan is dependent on the amount and timing of cash, if any, that we are able to raise. During February of 2018, we curtailed our operations due to our lack of cash. We are currently using funds raised to maintain our SEC reporting requirements, pay outstanding invoices to our independent registered accounting firm, and other outstanding obligations, the payment of which we believe to be vital to our future operations. Should we fail to further raise sufficient funds to execute our business plan, our priority would be to maintain our intellectual property portfolio and continue, to the best of our ability, our public company reporting requirements. |
Management's Plans to Continue
Management's Plans to Continue as a Going Concern | 6 Months Ended |
Jun. 30, 2020 | |
Management Plans to Continue as Going Concern [Abstract] | |
MANAGEMENT'S PLANS TO CONTINUE AS A GOING CONCERN | NOTE 2 – MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN The opinion of our independent registered accounting firm on our December 31, 2019 financial statements contains explanatory going concern language. We have prepared our unaudited condensed consolidated financial statements on the basis that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred losses since inception and have an accumulated deficit of $63 million as of June 30, 2020. We anticipate incurring additional losses for the foreseeable future until such time, if ever, that we can generate significant sales from our therapeutic product candidates which are currently in development or we enter into cash flow positive business development transactions. To date, we have generated no sales or revenues, have incurred significant losses and expect to incur significant additional losses as we advance mipsagargin through clinical studies. Consequently, our operations are subject to all the risks inherent in the establishment of a pre-revenue business enterprise as well as those risks associated with a company engaged in the research and development of pharmaceutical compounds. Our cash and cash equivalents and restricted cash balances at June 30, 2020 were approximately $116,000, representing 100% of our total assets. We curtailed substantially all operations in February 2018. Based on our current expected level of operating expenditures, and including approximately $250,000, we raised in March 2020, pursuant to the sale of our senior convertible debentures, we expect to be able to fund our operations into the fourth quarter of 2020. We will require additional cash to fund and continue our operations beyond that point. This period could be shortened if there are any unanticipated increases in planned spending on development programs or other unforeseen events. We anticipate raising additional funds through collaborative arrangements, licensing agreements, public or private sales of debt or equity securities, or some combination thereof. There is no assurance that any such arrangement will be entered into or that financing will be available when needed in order to allow us to continue our operations, or if available, on terms favorable or acceptable to us. In the event additional financing is not obtained, we may pursue cost cutting measures as well as explore the sale of selected assets to generate additional funds. If we are required to significantly reduce operating expenses and delay, reduce the scope of, or eliminate any of our development programs or clinical trials, these events could have a material adverse effect on: our business, results of operations, and financial condition. These factors raise significant doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our auditors’ report issued in connection with our December 31, 2019 consolidated financial statements expressed an opinion that our capital resources as of the date of their audit report were not sufficient to sustain operations or complete our planned activities for the upcoming year unless we raised additional funds. Accordingly, our current cash level raises substantial doubt about our ability to continue as a going concern past the fourth quarter of 2020. If we do not obtain additional funds by such time, we may no longer be able to continue as a going concern and will cease operation which means that our shareholders will lose their entire investment. |
Summary of Critical Accounting
Summary of Critical Accounting Policies and Use of Estimates | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES | NOTE 3 – SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These interim consolidated financial statements as of and for the three and six months ended June 30, 2020 and 2019 are unaudited; however, in the opinion of management, such statements include all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. The results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future period. All references to June 30, 2020 and 2019 in these footnotes are unaudited. These unaudited condensed consolidated financial statements should be read in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2019, included in the Company's annual report on Form 10-K filed with the SEC on May 14, 2020. The consolidated balance sheet as of December 31, 2019 has been derived from the audited consolidated financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America. Certain items have been reclassified to conform to the current period presentation. Reverse Stock Split On June 10, 2020, the Company's Board of Directors approved a one-for-thirty (1-for-30) reverse stock split of the Company's common stock ("Reverse Stock Split"). Pursuant to the Reverse Stock Split, the Company filed an amended and restated certificate of incorporation with the Secretary of State of Delaware to effect the Reverse Stock Split effective as of 5:00 p.m. Eastern Time on June 26, 2020 ("Effective Time"). Accordingly, at the Effective Time, each of the Company's common stock shareholders received one new share of common stock for every thirty shares such shareholder held immediately prior to the Effective Time. The Reverse Stock Split also affected the Company's outstanding stock options, warrants and other exercisable or convertible instruments and resulted in the shares underlying such instruments being reduced and the exercise price being increased proportionately to the Reverse Stock Split ratio. All share and per share data has been retroactively restated in the accompanying consolidated financial statements and footnotes for all periods presented to reflect the effects of the June 26, 2020 amendment. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Significant estimates include the fair value of derivative instruments, stock-based compensation, recognition of clinical trial costs and other accrued liabilities. Actual results may differ from those estimates. Research and Development Research and development costs are charged to expense as incurred. We incurred research and development expenses of approximately $0.01 million and $0.01 million for the three months ended June 30, 2020 and 2019, respectively. We incurred research and development expenses of approximately $0.02 million and $0.2 million for the six months ended June 30, 2020 and 2019, respectively. Cash Equivalents For purposes of the statements of cash flows, we consider all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. We maintain our cash in bank deposit accounts which, at times, may exceed applicable government mandate insurance limits. We have not experienced any losses in our accounts. We did not have any cash equivalents at June 30, 2020 or December 31, 2019. Restricted Cash Restricted cash consists of funds held in trust for the Company. The use of these funds is restricted to: (i) the payment of professional fees in connection with keeping the Company's filings current, and (ii) the payment of vendors associated with the issuance and trading of the Company's securities, such as transfer agent fees and fees payable to the OTC Markets Group and FINRA Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist of cash. The Company places its cash with credit quality institutions. At times, such investments may exceed applicable government mandated insurance limits. Cash and restricted cash was $0.1 million and $0.02 million at June 30, 2020 and December 31, 2019, respectively. As of June 30, 2020 and December 31, 2019, there was no cash over the federally insured limit. Loss per Share Basic loss per share is calculated by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share. The following potentially dilutive securities have been excluded from the computations of weighted average shares outstanding as of June 30, 2020 and 2019, as they would be anti-dilutive: Six Months Ended 2020 2019 Shares underlying options outstanding 226 398 Shares underlying warrants outstanding 3,225 3,218 Shares underlying convertible notes outstanding 28,167,155 1,079.352 Shares underlying convertible preferred stock outstanding 280,395 36,528 28,451,001 1,119,496 Derivative Liability The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company's balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company values its derivative liabilities using the Black-Scholes option valuation model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations. Fair Value of Financial Instruments Our short-term financial instruments, including cash, accounts payable and other liabilities, consist primarily of instruments with maturities of three months or less when acquired. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. The derivative liability consists of our convertible notes with a variable conversion feature. The Company uses the Black-Scholes option-pricing model to value its derivative liability which incorporate the Company's stock price, volatility, U.S. risk-free interest rate, dividend rate, and estimated life. Fair Value Measurements The U.S. GAAP Valuation Hierarchy establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company has recorded a derivative liability for its convertible notes with a variable conversion feature as of June 30, 2020. The tables below summarize the fair values of our financial liabilities as of June 30, 2020 (in thousands): Fair Value at Fair Value Measurement Using 2020 Level 1 Level 2 Level 3 Derivative liability $ 3,187 $ — $ — $ 3,187 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands): Six Months Ended 2020 2019 Balance at beginning of year $ 1,785 $ 2,134 Additions to derivative instruments 167 — Reclassification on conversion (436 ) (166 ) Loss (gain) on change in fair value of derivative liability 1,671 319 Balance at end of period $ 3,187 $ 2,287 Recent Accounting Pronouncements With the exception of those discussed below, there have not been any recent changes in accounting pronouncements and Accounting Standards Update (ASU) issued by the Financial Accounting Standards Board (FASB) during the three months ended June 30, 2020 that are of significance or potential significance to the Company. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU No. 2017-04"). ASU No. 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. A public business entity that is a SEC filer should adopt the amendments of ASU No. 2017-04 for its annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard did not have any impact on the Company's consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, " Simplifying the Accounting for Income Taxes |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 4 – SUPPLEMENTAL CASH FLOW INFORMATION The following table contains additional information for the periods reported (in thousands). Six Months Ended 2020 2019 Non-cash financing activities: Common stock issued on conversion of notes payable and derivative liability $ 730 $ 320 Debentures converted to common stock 452 204 Derivative liability extinguished upon conversion of notes payable 436 166 Derivative liability issued 167 — There was no cash paid for interest and income taxes for the six months ended June 30, 2020 and 2019. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2020 | |
Accrued Liabilities, Current [Abstract] | |
ACCRUED EXPENSES | NOTE 5 – ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): June 30, December 31, Accrued compensation and benefits $ 1,326 $ 1,326 Accrued research and development 255 233 Accrued other 350 307 Total accrued expenses $ 1,931 $ 1,866 |
Derivative Liability
Derivative Liability | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | NOTE 6 – DERIVATIVE LIABILITY We account for equity-linked financial instruments, such as our convertible preferred stock, convertible debentures and our common stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the respective agreement. Equity-linked financial instruments are accounted for as derivative liabilities, in accordance with ASC Topic 815 – Derivatives and Hedging, if the instrument allows for cash settlement or issuance of a variable number of shares. We classify derivative liabilities on the balance sheet at fair value, and changes in fair value during the periods presented in the statement of losses, which is revalued at each balance sheet date subsequent to the initial issuance of the stock warrant. We have issued convertible debentures which contain a variable conversion feature, anti-dilution protection and other conversion price adjustment provisions. As a result, the Company assessed its outstanding equity-linked financial instruments and concluded that the convertible notes are subject to derivative accounting. The fair value of the conversion feature is classified as a liability in the financial statements, with the change in fair value during the periods presented recorded in the statement of losses. During the three months ended June 30, 2020 and 2019, we recorded expense of approximately $0.9 million and $0.5 million, respectively, related to the change in fair value of the derivative liabilities during the periods. During the six months ended June 30, 2020 and 2019, we recorded expense of approximately $1.7 million and $0.3 million, respectively. For purpose of determining the fair market value of the derivative liability, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuations of the derivatives at June 30, 2020 are as follows: Volatility 266-360 % Expected term (years) 3 - 6 months Risk-free interest rate 0.16 – 0.18 % Dividend yield None As of June 30, 2020 and December 31, 2019, the derivative liability recognized in the financial statements was approximately $3.2 million and $1.8 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES Operating Leases Inspyr currently does not have any ongoing leases for office space. It has availability to office space on an as needed basis. Its employees work on a remote basis. There was no rent expense for the three and six months ended June 30, 2020 and 2019. Legal Matters The Company is subject at times to legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. COVID-19 Uncertainty On March 11, 2020, the World Health Organization declared a pandemic related to the rapidly spreading coronavirus (COVID-19) outbreak, which has led to a global health emergency. The extent of the public-health impact of the outbreak is currently unknown and rapidly evolving, and the related health crisis could adversely affect the global economy, resulting in an economic downturn. Any disruption of the Company's facilities or those of our suppliers could likely adversely impact the Company's operations. At this time, there is significant uncertainty relating to the potential effect of the novel coronavirus on our business. |
Capital Stock and Stockholders_
Capital Stock and Stockholders’ Deficit | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK AND STOCKHOLDERS' DEFICIT | NOTE 8 – CAPITAL STOCK AND STOCKHOLDERS' DEFICIT Preferred Stock As of June 30, 2020, there were outstanding 133.8 shares of Series A Preferred Stock, 71 shares of Series B Preferred Stock, 290.4 shares of Series C Preferred Stock, 5,000 shares of Series D Preferred Stock and 5,000 shares of Series E Preferred Stock. On May 2, 2020, we sold 5,000 shares of Series E 0% Convertible Preferred Stock to an accredited investor at a price per share of $1.00 for aggregate gross proceeds of $5,000. Each share of Series E Preferred Stock has stated value of $1.00. The Series E Preferred Stock is convertible, at any time after the Original Issue Date at the option of the Holder into that number of shares of Common Stock (Subject to the limitations set forth in Section 6(d) of the certificate of designation of the Series E Preferred Stock), determined by dividing the stated value by the then in effect conversion price. As of the date hereof, the conversion price is $0.30 per share. With respect to a vote of stockholders to approve a reverse split of the Common Stock to occur no later than December 31, 2022 only, each share of Series E Preferred Stock held by a holder, as such, is entitled to 100,000 votes. On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series E Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series E Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the certificate of incorporation, holders of the Series E Preferred Stock shall vote together with the holders of Common Stock as a single class. During January 2019, we issued the 5,000 shares of Series D Convertible Preferred Stock for proceeds of $5,000. Common Stock During the six months ended June 30, 2020, we issued a total of 4,378,375 shares of common stock, valued at $729,675, upon the conversion of $451,662 principal amount of our convertible debentures. During the six months ended June 30, 2019, we issued a total of 87,249 shares of common stock, valued at $319,820, upon the conversion of $204,221 principal amount of our convertible debentures. Conversion and exercise price resets As a result past equity financings and conversions of debentures, the conversion prices of (i) our Series A Preferred Stock has been reduced to $397.50 per share as of June 30, 2020, (ii) our Series B Preferred Stock has been reduced to $0.30 per share as of June 30, 2020, (iii) 200 shares of our Series C preferred stock has been reduced to $15.00 per share as of June 30, 2020, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $7.50 per share as of June 30, 2020, and (v) our Series D Preferred stock has been reduced to $3.75 per share as of June 30, 2020. The exercise prices of the outstanding warrants issued in conjunction with (i) the Series B Preferred Stock have been reduced to $0.30 per share, (ii) 200 shares of Series C Preferred Stock have been reduced to $15.00 per share, and (iii) 91.43418 shares of Series C preferred Stock have been reduced to $7.50 per share, respectively, as of June 30, 2020. |
Convertible Debentures and Note
Convertible Debentures and Notes | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBENTURES AND NOTES | NOTE 9 – CONVERTIBLE DEBENTURES AND NOTES Extension of Outstanding Debentures until December 31, 2020 Effective March 6, 2020, Sabby Healthcare Master Fund, Ltd and Sabby Volatility Warrant Master Fund, Ltd. waived certain events of default under debentures and notes issued in our December 2018 note offering, July 2018 debenture offering and September 2017 debenture offering (collectively, the "Debenture Offerings") and extended the maturity date of such debentures until July 16, 2020. Effective July 16, 2020 the maturity date of all of the debentures was extended to December 31, 2020. March 2020 Debentures On March 6, 2020, the Company sold an aggregate of $250,000 of senior convertible debentures (the "March 2020 Debentures") for cash to existing accredited institutional investors of the Company (the "March 2020 Offering"). The March 2020 Debentures issued (i) are non-interest bearing, (ii) have a maturity date of July 16, 2020 and (iii) are convertible into shares of common stock of the Company at the election of the Investor at any time, subject to a beneficial ownership limitation of 9.99%. The March Debentures have a conversion price equal to the lesser of (i) $9.90 and (ii) 85% of the lesser of (a) the volume weighted average price on the trading day immediately preceding a conversion date and (b) the volume weighted average price on a conversion date. Effective July 16, 2020 the maturity date of the debentures was extended to December 31, 2020. The March 2020 Debentures also contain provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions. The investors will also have the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the March 2020 Debentures contain anti-dilution protection in the event of subsequent equity sales at a price that is lower than the then applicable conversion price until such time that the March 2020 Debentures are no longer outstanding. Additionally, the Company has the option to redeem some or all of the March 2020 Debentures for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the debentures. Furthermore, without the approval of the debenture holders holding at least 67% of the then outstanding principal amount of the March Debentures, the Company may not (i) amend its charter documents in any manner that adversely affects the rights of any investor, (ii) repay or repurchase or acquire shares of its common stock, (iii) repay, repurchase, or acquire certain indebtedness, or (iv) pay cash dividends or distributions on any equity securities of the Company. November 2019 Debentures Sabby Volatility Warrant Master Fund, Ltd. has paid certain of our accounts payable in the amount of $26,235. We issued $26,235 in new debentures with substantially the same terms as those issued in our Debenture Offerings. The debentures were issued in November 2019. The debentures mature November 20, 2020. October 2019 Debentures Effective September 30 2019, Sabby Healthcare Master Fund, Ltd and Sabby Volatility Warrant Master Fund, Ltd. waived certain events of default under debentures and notes issued in our Debenture Offerings and extended the maturity date of such debentures until March 31, 2020 in exchange for the issuance of $96,000 in new debentures with substantially the same terms as those issued in our Debenture Offerings. The debentures were issued in October 2019. The debentures originally matured on October 1, 2020. These maturity dates of these debentures were extended to December 31, 2020. July 2019 Debentures On July 16, 2019, we entered into securities purchase agreements with certain institutional investors. Pursuant to the securities purchase agreement, we issued an aggregate of $154,000 of senior convertible debentures (the "July 2019 Debentures") in exchange for the extension of the maturity date of our December 2018 convertible notes and certain of our July 2018 and September 2017 convertible debentures, and the waiver of certain default provisions of our July 2018 and September 2017 convertible debentures. We charged $154,000 to finance cost at the date of issuance. The July 2019 Debentures (i) are non-interest bearing, (ii) have a maturity date one (1) year from the date of issuance and (iii) are convertible into shares of our common stock at the election of the investor at any time, subject to a beneficial ownership limitation of 4.99% which may be increased to 9.99% by the investor upon 61 days' notice. The July 2019 Debentures have a conversion price equal to the lesser of (i) $247.50 and (ii) 85% of the lesser of (a) the volume weighted average price on the trading day immediately preceding a conversion date and (b) the volume weighted average price on a conversion date. The July 2019 Debentures also contain provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions. The investors will also have the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the July 2019 Debentures contain anti-dilution protection in the event of subsequent equity sales at a price that is lower than the then applicable conversion price until such time that the July 2019 Debentures are no longer outstanding. Additionally, the Company has the option to redeem some or all of the July 2019 Debentures for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the July 2019 Debentures. Effective July 16, 2020 the maturity date of the debentures was extended to December 31, 2020. Furthermore, without the approval of the Investors holding at least 67% of the then outstanding principal amount of the July 2019 Debentures, the Company may not (i) amend its charter documents in any manner that adversely affects the rights of any Investor, (ii) repay or repurchase or acquire shares of its Common Stock, (iii) repay, repurchase, or acquire certain indebtedness, or (iv) pay cash dividends or distributions on any equity securities of the Company. The Company is also obligated under the Securities Purchase Agreement to pay investors, as partial liquidated damages, a fee of 2.0% of each Investor's initial principal amount of such Investor's July 2019 Debenture in cash upon our failure to have current public information available beginning six (6) months after the issuance date of the Debentures. December 2018 Debentures On December 13, 2018 we issued an aggregate of $25,000 in convertible promissory notes ("Notes") for cash proceeds of $25,000. The Notes will mature on the earlier of (i) June 30, 2019 or (ii) such time as we raise capital in exchange for the sale of securities ("Maturity Date") and bear interest at 10% per year, payable on the Maturity Date. Pursuant to the terms of the Notes, the Notes may be converted into shares of common stock upon an Event of Default (as such term is defined in the Notes) or upon the Maturity Date at the election of the holder at a price per share equal to 75% of the lowest trade price of our common stock on the trading day immediately prior to the date such exchange is exercised by the holder. The maturity date of the debentures has been extended to July 16, 2020. Effective July 16, 2020 the maturity date of the debentures was extended to December 31, 2020. July 2018 Debentures On July 3, 2018, we entered into securities purchase agreements with certain institutional investors. Pursuant to the securities purchase agreement, we sold an aggregate of $515,000 of senior convertible debentures ("July 2018 Debentures") consisting of $500,000 in cash and the cancellation of $15,000 of obligations of the Company. Pursuant to the terms of the securities purchase agreement, we issued $515,000 in principal amount of July 2018 Debentures. The July 2018 Debentures have substantially the same terms as the July 2019 Debentures. September 2017 Debentures On September 12, 2017 we entered into an exchange agreement ("Exchange Agreement") with certain holders of our Series A 0% Convertible Preferred Stock ("Series A Shares") and Series B 0% Convertible Preferred Stock ("Series B Shares"). Pursuant to the terms of the Exchange Agreement, we issued to the investors approximately $2.5 million in principal amount of senior convertible debentures (the "September 2017 Debentures") in exchange for 1,614.8125 Series A Shares with a stated value of approximately $1.6 million and 890 Series B Shares with a stated value of approximately $0.9 million. On September 12, 2017, we sold an aggregate of $320,000 of our September 2017 Debentures. The sale consisted of $250,000 in cash and the cancellation of $70,000 of obligations of the Company. The September 2017 Debentures have substantially the same terms as the July 2019 Debentures. The maturity date of the September 2017 Debentures has been extended to December 31, 2020. As a result of a buy-in failure to deliver certain shares pursuant to a debenture conversion, the Company incurred penalties of $24,551, as provided for in the debenture; such amount reduced the gain on our conversion of debt during the three and six months ended June 30, 2020. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS Subsequent to June 30, 2020, the Company issued 1,585,400 shares of common stock pursuant to the conversion of $80,906 of our outstanding debentures. |
Summary of Critical Accountin_2
Summary of Critical Accounting Policies and Use of Estimates (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These interim consolidated financial statements as of and for the three and six months ended June 30, 2020 and 2019 are unaudited; however, in the opinion of management, such statements include all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. The results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future period. All references to June 30, 2020 and 2019 in these footnotes are unaudited. These unaudited condensed consolidated financial statements should be read in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2019, included in the Company's annual report on Form 10-K filed with the SEC on May 14, 2020. The consolidated balance sheet as of December 31, 2019 has been derived from the audited consolidated financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America. Certain items have been reclassified to conform to the current period presentation. |
Reverse Stock Split | Reverse Stock Split On June 10, 2020, the Company's Board of Directors approved a one-for-thirty (1-for-30) reverse stock split of the Company's common stock ("Reverse Stock Split"). Pursuant to the Reverse Stock Split, the Company filed an amended and restated certificate of incorporation with the Secretary of State of Delaware to effect the Reverse Stock Split effective as of 5:00 p.m. Eastern Time on June 26, 2020 ("Effective Time"). Accordingly, at the Effective Time, each of the Company's common stock shareholders received one new share of common stock for every thirty shares such shareholder held immediately prior to the Effective Time. The Reverse Stock Split also affected the Company's outstanding stock options, warrants and other exercisable or convertible instruments and resulted in the shares underlying such instruments being reduced and the exercise price being increased proportionately to the Reverse Stock Split ratio. All share and per share data has been retroactively restated in the accompanying consolidated financial statements and footnotes for all periods presented to reflect the effects of the June 26, 2020 amendment. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Significant estimates include the fair value of derivative instruments, stock-based compensation, recognition of clinical trial costs and other accrued liabilities. Actual results may differ from those estimates. |
Research and Development | Research and Development Research and development costs are charged to expense as incurred. We incurred research and development expenses of approximately $0.01 million and $0.01 million for the three months ended June 30, 2020 and 2019, respectively. We incurred research and development expenses of approximately $0.02 million and $0.2 million for the six months ended June 30, 2020 and 2019, respectively. |
Cash Equivalents | Cash Equivalents For purposes of the statements of cash flows, we consider all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. We maintain our cash in bank deposit accounts which, at times, may exceed applicable government mandate insurance limits. We have not experienced any losses in our accounts. We did not have any cash equivalents at June 30, 2020 or December 31, 2019. |
Restricted Cash | Restricted Cash Restricted cash consists of funds held in trust for the Company. The use of these funds is restricted to: (i) the payment of professional fees in connection with keeping the Company's filings current, and (ii) the payment of vendors associated with the issuance and trading of the Company's securities, such as transfer agent fees and fees payable to the OTC Markets Group and FINRA |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist of cash. The Company places its cash with credit quality institutions. At times, such investments may exceed applicable government mandated insurance limits. Cash and restricted cash was $0.1 million and $0.02 million at June 30, 2020 and December 31, 2019, respectively. As of June 30, 2020 and December 31, 2019, there was no cash over the federally insured limit. |
Loss per Share | Loss per Share Basic loss per share is calculated by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share. The following potentially dilutive securities have been excluded from the computations of weighted average shares outstanding as of June 30, 2020 and 2019, as they would be anti-dilutive: Six Months Ended 2020 2019 Shares underlying options outstanding 226 398 Shares underlying warrants outstanding 3,225 3,218 Shares underlying convertible notes outstanding 28,167,155 1,079.352 Shares underlying convertible preferred stock outstanding 280,395 36,528 28,451,001 1,119,496 |
Derivative Liability | Derivative Liability The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company's balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company values its derivative liabilities using the Black-Scholes option valuation model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our short-term financial instruments, including cash, accounts payable and other liabilities, consist primarily of instruments with maturities of three months or less when acquired. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. The derivative liability consists of our convertible notes with a variable conversion feature. The Company uses the Black-Scholes option-pricing model to value its derivative liability which incorporate the Company's stock price, volatility, U.S. risk-free interest rate, dividend rate, and estimated life. |
Fair Value Measurements | Fair Value Measurements The U.S. GAAP Valuation Hierarchy establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company has recorded a derivative liability for its convertible notes with a variable conversion feature as of June 30, 2020. The tables below summarize the fair values of our financial liabilities as of June 30, 2020 (in thousands): Fair Value at Fair Value Measurement Using 2020 Level 1 Level 2 Level 3 Derivative liability $ 3,187 $ — $ — $ 3,187 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands): Six Months Ended 2020 2019 Balance at beginning of year $ 1,785 $ 2,134 Additions to derivative instruments 167 — Reclassification on conversion (436 ) (166 ) Loss (gain) on change in fair value of derivative liability 1,671 319 Balance at end of period $ 3,187 $ 2,287 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements With the exception of those discussed below, there have not been any recent changes in accounting pronouncements and Accounting Standards Update (ASU) issued by the Financial Accounting Standards Board (FASB) during the three months ended June 30, 2020 that are of significance or potential significance to the Company. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU No. 2017-04"). ASU No. 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. A public business entity that is a SEC filer should adopt the amendments of ASU No. 2017-04 for its annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard did not have any impact on the Company's consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, " Simplifying the Accounting for Income Taxes |
Summary of Critical Accountin_3
Summary of Critical Accounting Policies and Use of Estimates (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of weighted average shares outstanding | Six Months Ended 2020 2019 Shares underlying options outstanding 226 398 Shares underlying warrants outstanding 3,225 3,218 Shares underlying convertible notes outstanding 28,167,155 1,079.352 Shares underlying convertible preferred stock outstanding 280,395 36,528 28,451,001 1,119,496 |
Schedule of fair values of financial liabilities | Fair Value at Fair Value Measurement Using 2020 Level 1 Level 2 Level 3 Derivative liability $ 3,187 $ — $ — $ 3,187 |
Schedule of derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) | Six Months Ended 2020 2019 Balance at beginning of year $ 1,785 $ 2,134 Additions to derivative instruments 167 — Reclassification on conversion (436 ) (166 ) Loss (gain) on change in fair value of derivative liability 1,671 319 Balance at end of period $ 3,187 $ 2,287 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of additional information of cash flow | Six Months Ended 2020 2019 Non-cash financing activities: Common stock issued on conversion of notes payable and derivative liability $ 730 $ 320 Debentures converted to common stock 452 204 Derivative liability extinguished upon conversion of notes payable 436 166 Derivative liability issued 167 — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of accrued expenses | June 30, December 31, Accrued compensation and benefits $ 1,326 $ 1,326 Accrued research and development 255 233 Accrued other 350 307 Total accrued expenses $ 1,931 $ 1,866 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of black scholes valuations of derivatives | Volatility 266-360 % Expected term (years) 3 - 6 months Risk-free interest rate 0.16 – 0.18 % Dividend yield None |
Management's Plans to Continu_2
Management's Plans to Continue as a Going Concern (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Management's Plans to Continue as a Going Concern (Textual) | ||
Accumulated deficit | $ (62,581) | $ (60,680) |
Cash and cash equivalents and restricted cash balances | $ 116 | |
Percentage of total assets | 100.00% | |
Amount raised | $ 250 |
Summary of Critical Accountin_4
Summary of Critical Accounting Policies and Use of Estimates (Details) - shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Shares underlying, outstanding | 28,451,001 | 1,119,496 |
Shares underlying convertible preferred stock outstanding [Member] | ||
Shares underlying, outstanding | 280,395 | 36,528 |
Shares underlying convertible notes outstanding [Member] | ||
Shares underlying, outstanding | 28,167,155 | 1,079.352 |
Shares underlying warrants outstanding [Member] | ||
Shares underlying, outstanding | 3,225 | 3,218 |
Shares underlying options outstanding [Member] | ||
Shares underlying, outstanding | 226 | 398 |
Summary of Critical Accountin_5
Summary of Critical Accounting Policies and Use of Estimates (Details 1) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Derivative liability | $ 3,187 | $ 1,785 |
Level 1 [Member] | ||
Derivative liability | ||
Level 2 [Member] | ||
Derivative liability | ||
Level 3 [Member] | ||
Derivative liability | $ 3,187 |
Summary of Critical Accountin_6
Summary of Critical Accounting Policies and Use of Estimates (Details 2) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Accounting Policies [Abstract] | ||
Balance at beginning of year | $ 1,785 | $ 2,134 |
Additions to derivative instruments | 167 | |
Reclassification on conversion | (436) | (166) |
Loss (gain) on change in fair value of derivative liability | 1,671 | 319 |
Balance at end of period | $ 3,187 | $ 2,287 |
Summary of Critical Accountin_7
Summary of Critical Accounting Policies and Use of Estimates (Details Textual) - USD ($) $ in Thousands | Jun. 10, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Summary of Critical Accounting Policies and Use of Estimates (Textual) | ||||||
Research and development expenses | $ 11 | $ 11 | $ 22 | $ 22 | ||
Cash and restricted cash | $ 100 | $ 100 | $ 20 | |||
Reverse stock split | The Company’s Board of Directors approved a one-for-thirty (1-for-30) reverse stock split of the Company’s common stock (“Reverse Stock Split”). |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Non-cash financing activities: | ||
Common stock issued on conversion of notes payable and derivative liability | $ 730 | $ 320 |
Debentures converted to common stock | 452 | 204 |
Derivative liability extinguished upon conversion of notes payable | 436 | 166 |
Derivative liability issued | $ 167 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Accrued Liabilities, Current [Abstract] | ||
Accrued compensation and benefits | $ 1,326 | $ 1,326 |
Accrued research and development | 255 | 233 |
Accrued other | 350 | 307 |
Total accrued expenses | $ 1,931 | $ 1,866 |
Derivative Liability (Details)
Derivative Liability (Details) | Jun. 30, 2020 |
Volatility [Member] | Minimum [Member] | |
Derivative liability measurement input | 266.00% |
Volatility [Member] | Maximum [Member] | |
Derivative liability measurement input | 360.00% |
Expected term (years) [Member] | Minimum [Member] | |
Derivative liability term | 3 months |
Expected term (years) [Member] | Maximum [Member] | |
Derivative liability term | 6 months |
Risk-free interest rate [Member] | Minimum [Member] | |
Derivative liability measurement input | 0.16% |
Risk-free interest rate [Member] | Maximum [Member] | |
Derivative liability measurement input | 0.18% |
Dividend yield [Member] | |
Derivative liability measurement input |
Derivative Liability (Details T
Derivative Liability (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Derivative Liability (Textual) | |||||
Loss on change in fair value of the derivative liability | $ 900 | $ 500 | $ 1,700 | $ 300 | |
Derivative liability | $ 3,200 | $ 3,200 | $ 1,800 |
Capital Stock and Stockholder_2
Capital Stock and Stockholders’ Deficit (Details) $ in Thousands | May 02, 2020 | Jan. 31, 2019USD ($)shares | Jun. 30, 2020USD ($)Votesshares | Jun. 30, 2019USD ($)shares | Dec. 31, 2019shares |
Capital Stock and Stockholders' Deficit (Textual) | |||||
Preferred stock, outstanding | |||||
Conversion and exercise price resets, description | As a result past equity financings and conversions of debentures, the conversion prices of (i) our Series A Preferred Stock has been reduced to $397.50 per share as of June 30, 2020, (ii) our Series B Preferred Stock has been reduced to $0.30 per share as of June 30, 2020, (iii) 200 shares of our Series C preferred stock has been reduced to $15.00 per share as of June 30, 2020, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $7.50 per share as of June 30, 2020, and (v) our Series D Preferred stock has been reduced to $3.75 per share as of June 30, 2020. The exercise prices of the outstanding warrants issued in conjunction with (i) the Series B Preferred Stock have been reduced to $0.30 per share, (ii) 200 shares of Series C Preferred Stock have been reduced to $15.00 per share, and (iii) 91.43418 shares of Series C preferred Stock have been reduced to $7.50 per share, respectively, as of June 30, 2020. | ||||
Series A Preferred Stock [Member] | |||||
Capital Stock and Stockholders' Deficit (Textual) | |||||
Preferred stock, outstanding | 134 | 134 | |||
Series B Preferred Stock [Member] | |||||
Capital Stock and Stockholders' Deficit (Textual) | |||||
Preferred stock, outstanding | 71 | 71 | |||
Series C Preferred Stock [Member] | |||||
Capital Stock and Stockholders' Deficit (Textual) | |||||
Preferred stock, outstanding | 290 | 290 | |||
Series D Preferred Stock [Member] | |||||
Capital Stock and Stockholders' Deficit (Textual) | |||||
Preferred stock, outstanding | 5,000 | 5,000 | |||
Series E Preferred Stock Member [Member] | |||||
Capital Stock and Stockholders' Deficit (Textual) | |||||
Preferred stock, outstanding | 5,000 | 5,000 | |||
Number of votes | Votes | 100,000 | ||||
Series D Convertible Preferred Stock [Member] | |||||
Capital Stock and Stockholders' Deficit (Textual) | |||||
Stock issued during period, shares | 5,000 | ||||
Value of number of shares issued | $ | $ 5,000 | ||||
Common Stock [Member] | |||||
Capital Stock and Stockholders' Deficit (Textual) | |||||
Stock issued during period, shares | 4,378,375 | 87,249 | |||
Value of number of shares issued | $ | $ 729,675 | $ 319,820 | |||
Principal amount of senior convertible debentures | $ | $ 451,662 | $ 204,221 | |||
Conversion and exercise price resets, description | we sold 5,000 shares of Series E 0% Convertible Preferred Stock to an accredited investor at a price per share of $1.00 for aggregate gross proceeds of $5,000. Each share of Series E Preferred Stock has stated value of $1.00. The Series E Preferred Stock is convertible, at any time after the Original Issue Date at the option of the Holder into that number of shares of Common Stock (Subject to the limitations set forth in Section 6(d) of the certificate of designation of the Series E Preferred Stock), determined by dividing the stated value by the then in effect conversion price. As of the date hereof, the conversion price is $0.30 per share. |
Convertible Debentures and No_2
Convertible Debentures and Notes (Details) - USD ($) $ in Thousands | Mar. 06, 2020 | Jul. 16, 2019 | Dec. 13, 2018 | Jul. 03, 2018 | Sep. 12, 2017 | Mar. 06, 2020 | Oct. 31, 2019 | Sep. 30, 2019 | Jul. 16, 2019 | Mar. 31, 2020 | Jun. 30, 2020 |
Convertible Debentures (Textual) | |||||||||||
Maturity date | Dec. 31, 2020 | ||||||||||
Principal amount of senior convertible debentures | $ 250,000 | $ 250,000 | |||||||||
Description of convertible debentures | The March 2020 Debentures issued (i) are non-interest bearing, (ii) have a maturity date of July 16, 2020 and (iii) are convertible into shares of common stock of the Company at the election of the Investor at any time, subject to a beneficial ownership limitation of 9.99%. The March Debentures have a conversion price equal to the lesser of (i) $9.90 and (ii) 85% of the lesser of (a) the volume weighted average price on the trading day immediately preceding a conversion date and (b) the volume weighted average price on a conversion date. Effective July 16, 2020 the maturity date of the debentures was extended to December 31, 2020. | ||||||||||
Percentage of outstanding debentures | 67.00% | ||||||||||
Mature date description | Effective March 6, 2020, Sabby Healthcare Master Fund, Ltd and Sabby Volatility Warrant Master Fund, Ltd. waived certain events of default under debentures and notes issued in our December 2018 note offering, July 2018 debenture offering and September 2017 debenture offering (collectively, the “Debenture Offerings”) and extended the maturity date of such debentures until July 16, 2020. Effective July 16, 2020 the maturity date of all of the debentures was extended to December 31, 2020. | ||||||||||
Stated value of the preferred shares | |||||||||||
Penalties incurred for failure to deliver shares | $ 24,551 | ||||||||||
New debentures | $ 96,000 | ||||||||||
Investors [Member] | |||||||||||
Convertible Debentures (Textual) | |||||||||||
Maturity date | Dec. 31, 2020 | ||||||||||
Description of convertible debentures | The July 2019 Debentures (i) are non-interest bearing, (ii) have a maturity date one (1) year from the date of issuance and (iii) are convertible into shares of our common stock at the election of the investor at any time, subject to a beneficial ownership limitation of 4.99% which may be increased to 9.99% by the investor upon 61 days’ notice. The July 2019 Debentures have a conversion price equal to the lesser of (i) $247.50 and (ii) 85% of the lesser of (a) the volume weighted average price on the trading day immediately preceding a conversion date and (b) the volume weighted average price on a conversion date. The July 2019 Debentures also contain provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions. The investors will also have the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the July 2019 Debentures contain anti-dilution protection in the event of subsequent equity sales at a price that is lower than the then applicable conversion price until such time that the July 2019 Debentures are no longer outstanding. Additionally, the Company has the option to redeem some or all of the July 2019 Debentures for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the July 2019 Debentures. | ||||||||||
Percentage of outstanding debentures | 67.00% | ||||||||||
Percentage of partial liquidated damages fee for each investor | 2.00% | ||||||||||
Exchange Agreement [Member] | Investors [Member] | |||||||||||
Convertible Debentures (Textual) | |||||||||||
Principal amount of senior convertible debentures | $ 2,500 | ||||||||||
Series A 0% Convertible Preferred Stock [Member] | |||||||||||
Convertible Debentures (Textual) | |||||||||||
Preferred shares exchanged | 1,614.8125 | ||||||||||
Stated value of the preferred shares | $ 1,600 | ||||||||||
Series B 0% Convertible Preferred Stock [Member] | |||||||||||
Convertible Debentures (Textual) | |||||||||||
Preferred shares exchanged | 890 | ||||||||||
Stated value of the preferred shares | $ 900 | ||||||||||
Sabby Volatility Warrant Master Fund, Ltd. [Member] | |||||||||||
Convertible Debentures (Textual) | |||||||||||
Maturity date | Nov. 20, 2020 | ||||||||||
Debt issued | 26,235 | ||||||||||
Accounts payable | $ 26,235 | $ 26,235 | |||||||||
Extended Maturity [Member] | |||||||||||
Convertible Debentures (Textual) | |||||||||||
Maturity date | Oct. 1, 2020 | Mar. 31, 2020 | |||||||||
Convertible Promissory Notes [Member] | |||||||||||
Convertible Debentures (Textual) | |||||||||||
Principal amount | $ 25,000 | ||||||||||
Proceeds from debt | $ 25,000 | ||||||||||
Maturity date | Jun. 30, 2019 | ||||||||||
Bear interest rate | 10.00% | ||||||||||
Lowest trade price | 75.00% | ||||||||||
Convertible Promissory Notes [Member] | Extended Maturity [Member] | |||||||||||
Convertible Debentures (Textual) | |||||||||||
Maturity date | Jul. 16, 2020 | ||||||||||
Securities Purchase Agreement [Member] | |||||||||||
Convertible Debentures (Textual) | |||||||||||
Cash received | $ 500,000 | ||||||||||
Principal amount | 515,000 | ||||||||||
Principal amount of senior convertible debentures | $ 154,000 | 515,000 | $ 154,000 | ||||||||
Cancellation amount | $ 15,000 | ||||||||||
Mature date description | On July 16, 2019, we entered into securities purchase agreements with certain institutional investors. Pursuant to the securities purchase agreement, we issued an aggregate of $154,000 of senior convertible debentures (the “July 2019 Debentures”) in exchange for the extension of the maturity date of our December 2018 convertible notes and certain of our July 2018 and September 2017 convertible debentures, and the waiver of certain default provisions of our July 2018 and September 2017 convertible debentures. We charged $154,000 to finance cost at the date of issuance. | ||||||||||
Exchange Agreement [Member] | |||||||||||
Convertible Debentures (Textual) | |||||||||||
Cash received | 250,000 | ||||||||||
Principal amount | 320,000 | ||||||||||
Cancellation amount | $ 70,000 | ||||||||||
Exchange Agreement [Member] | Extended Maturity [Member] | |||||||||||
Convertible Debentures (Textual) | |||||||||||
Maturity date | Dec. 31, 2020 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($)shares | |
Subsequent Events (Textual) | |
Shares of common stock conversion | shares | 1,585,400 |
Debt conversion | $ | $ 80,906 |