Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 13, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55331 | |
Entity Registrant Name | REBUS HOLDINGS, INC. | |
Entity Central Index Key | 0001421204 | |
Entity Tax Identification Number | 20-0438951 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2629 Townsgate Road | |
Entity Address, Address Line Two | Suite 215 | |
Entity Address, City or Town | Westlake Village | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91361 | |
City Area Code | 818 | |
Local Phone Number | 597-7552 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 32,132,907 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 5,000 | $ 5,000 |
Prepaid expenses | 4,000 | |
Total current assets | 9,000 | 5,000 |
Total assets | 9,000 | 5,000 |
Current liabilities: | ||
Accrued expenses | 2,120,000 | 2,078,000 |
Derivative liability | 1,010,000 | 880,000 |
Total current liabilities | 5,619,000 | 5,242,000 |
Total liabilities | 5,619,000 | 5,242,000 |
Commitments and contingencies (Note 7) | ||
Stockholders’ deficit: | ||
Common stock, par value $.0001 per share; 1,000,000,000 shares authorized, 32,132,907 and 32,132,907 shares issued and outstanding, respectively | 3,000 | 3,000 |
Additional paid-in capital | 60,065,000 | 60,057,000 |
Accumulated deficit | (65,678,000) | (65,297,000) |
Total stockholders’ deficit | (5,610,000) | (5,237,000) |
Total liabilities and stockholders’ deficit | 9,000 | 5,000 |
Convertible Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock value | ||
Series A Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock value | ||
Series B Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock value | ||
Series C Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock value | ||
Series D Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock value | ||
Series E Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock value | ||
Series F Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock value | ||
Nonrelated Party [Member] | ||
Current liabilities: | ||
Accounts payable | 1,809,000 | 1,664,000 |
Convertible debentures | 20,000 | 20,000 |
Related Party [Member] | ||
Current liabilities: | ||
Accounts payable | 370,000 | 310,000 |
Convertible debentures | $ 290,000 | $ 290,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 32,132,907 | 32,132,907 |
Common stock, shares outstanding | 32,132,907 | 32,132,907 |
Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 29,978,846 | 29,978,846 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,854 | 1,854 |
Preferred stock, shares issued | 134 | 134 |
Preferred stock, shares outstanding | 134 | 134 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 71 | 71 |
Preferred stock, shares outstanding | 71 | 71 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 300 | 300 |
Preferred stock, shares issued | 290 | 290 |
Preferred stock, shares outstanding | 290 | 290 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 5,000 | 5,000 |
Preferred stock, shares outstanding | 5,000 | 5,000 |
Series E Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 5,000 | 5,000 |
Preferred stock, shares outstanding | 5,000 | 5,000 |
Series F Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 8,000 | 8,000 |
Preferred stock, shares issued | 8,000 | 8,000 |
Preferred stock, shares outstanding | 8,000 | 8,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Losses (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses: | ||||
Research and development | $ 16 | $ 174 | $ 38 | $ 192 |
General and administrative | 93 | 110 | 205 | 242 |
Total operating expenses | 109 | 284 | 243 | 434 |
Loss from operations | (109) | (284) | (243) | (434) |
Other income (expense): | ||||
Gain (loss) on change in fair value of derivative liability | 156 | (1,060) | (130) | (1,459) |
Loss on conversion of debt | (24) | |||
Interest expense, net | (4) | (21) | (8) | (54) |
Income (loss) before provision for income taxes | 43 | (1,365) | (381) | (1,971) |
Provision for income taxes | ||||
Net income (loss) | $ 43 | $ (1,365) | $ (381) | $ (1,971) |
Net income (loss) per common share, basic | $ 0 | $ (0.04) | $ (0.01) | $ (0.06) |
Net loss per common share, diluted | $ 0 | $ (0.04) | $ (0.01) | $ (0.06) |
Weighted average shares outstanding, basic | 32,132,907 | 32,132,907 | 32,132,907 | 31,500,860 |
Weighted average shares outstanding, diluted | 160,664,535 | 32,132,907 | 32,132,907 | 31,500,860 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 1 | $ 59,254 | $ (64,277) | $ (5,022) | |
Beginning balance, shares at Dec. 31, 2021 | 18,495 | 11,769,221 | |||
Conversion of notes | $ 2 | 788 | 790 | ||
Conversion of notes, shares | 20,363,686 | ||||
Net income (loss) | (606) | (606) | |||
Balance at Mar. 31, 2022 | $ 3 | 60,042 | (64,883) | (4,838) | |
Ending balance, shares at Mar. 31, 2022 | 18,495 | 32,132,907 | |||
Balance at Dec. 31, 2021 | $ 1 | 59,254 | (64,277) | (5,022) | |
Beginning balance, shares at Dec. 31, 2021 | 18,495 | 11,769,221 | |||
Net income (loss) | (1,971) | ||||
Balance at Jun. 30, 2022 | $ 3 | 60,042 | (66,248) | (6,203) | |
Ending balance, shares at Jun. 30, 2022 | 18,495 | 32,132,907 | |||
Balance at Mar. 31, 2022 | $ 3 | 60,042 | (64,883) | (4,838) | |
Beginning balance, shares at Mar. 31, 2022 | 18,495 | 32,132,907 | |||
Net income (loss) | (1,365) | (1,365) | |||
Balance at Jun. 30, 2022 | $ 3 | 60,042 | (66,248) | (6,203) | |
Ending balance, shares at Jun. 30, 2022 | 18,495 | 32,132,907 | |||
Balance at Dec. 31, 2022 | $ 3 | 60,057 | (65,297) | (5,237) | |
Beginning balance, shares at Dec. 31, 2022 | 18,495 | 32,132,907 | |||
Net income (loss) | (424) | (424) | |||
Imputed interest on notes | 4 | 4 | |||
Balance at Mar. 31, 2023 | $ 3 | 60,061 | (65,721) | (5,657) | |
Ending balance, shares at Mar. 31, 2023 | 18,495 | 32,132,907 | |||
Balance at Dec. 31, 2022 | $ 3 | 60,057 | (65,297) | (5,237) | |
Beginning balance, shares at Dec. 31, 2022 | 18,495 | 32,132,907 | |||
Net income (loss) | (381) | ||||
Balance at Jun. 30, 2023 | $ 3 | 60,065 | (65,678) | (5,610) | |
Ending balance, shares at Jun. 30, 2023 | 18,495 | 32,132,907 | |||
Balance at Mar. 31, 2023 | $ 3 | 60,061 | (65,721) | (5,657) | |
Beginning balance, shares at Mar. 31, 2023 | 18,495 | 32,132,907 | |||
Net income (loss) | 43 | 43 | |||
Imputed interest on notes | 4 | 4 | |||
Balance at Jun. 30, 2023 | $ 3 | $ 60,065 | $ (65,678) | $ (5,610) | |
Ending balance, shares at Jun. 30, 2023 | 18,495 | 32,132,907 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||||
Net loss | $ 43 | $ (1,365) | $ (381) | $ (1,971) |
Adjustments to reconcile net loss to net cash used in | ||||
Loss on change in fair value of derivative liability | (156) | 1,060 | 130 | 1,459 |
(Gain) loss on conversion of debt | 24 | |||
Imputed interest on notes payable | 8 | |||
Amortization of debt discount | 54 | |||
Increase in operating liabilities: | ||||
Prepaid expenses | (4) | 4 | ||
Accounts payable and accrued expenses | 187 | (32) | ||
Accounts payable - related party | 60 | 16 | ||
Cash used in operating activities | (446) | |||
Cash flows from financing activities: | ||||
Proceeds from sale of debentures | ||||
Cash provided by financing activities | ||||
Net increase (decrease) in cash | (446) | |||
Cash, beginning of period | 5 | 711 | ||
Cash, end of period | $ 5 | $ 265 | $ 5 | $ 265 |
BACKGROUND
BACKGROUND | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND | NOTE 1 – BACKGROUND Rebus Holdings, Inc. (“we”, “us”, “our company”, “our”, “Rebus,” “Rebus Holdings,” 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 focused on the research and development of novel targeted precision therapeutics for the treatment of cancer. Our approach utilizes our proprietary delivery technology to better enhance immuno-modulation for improved therapeutic outcomes. Our potential first-in-class immune-oncology lead asset, RT-AR001, an adenosine receptor A2B antagonist, is differentiated by its novel microparticle formulation that allows for better tumor infiltration and enhanced outcomes when administered intra-tumorally. Our patented portfolio of adenosine receptor antagonists provides flexibility to optimize treatment based on the specific targets found in each type of cancer. The adenosine receptor modulators include A 2B antagonists, dual A 2A /A 2B antagonists, and A 2A antagonists 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 antagonists 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. In October 2020, pursuant to the cancellation of a license agreement whereby we previously licensed US Patent 9,593,118, we reacquired the exclusive right to such patent that covers both A2B and dual A2A/A2B antagonists. Accordingly, going forward our major focus will be to: (i) further characterization of the anti-cancer activity of our unique pipeline delivery platform containing A2B and dual A2A/A2B antagonists, leading to selection of a clinical candidate or candidates for an Investigative New Drug or IND enabling studies; and (ii) licensing and/or partnering our delivery platform and the A2B and dual A2A/A2B antagonists for further development. Our ability to execute the business plan is contingent upon our ability to raise the necessary funds. We are currently using such funds to maintain our SEC reporting requirements, pay legal accounting and other professional fees, and to retain consultants and other personnel to develop the adenosine A2R antagonists and in preparation for an IND filing related to our unique delivery platform and portfolio of adenosine A2R antagonists for the treatment of certain solid tumors. Should we fail to further raise sufficient funds to execute our business plan, our priority would be to maintain our intellectual property portfolio and seek business development opportunities with potential development partners and/or acquirors. |
MANAGEMENT_S PLANS TO CONTINUE
MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN | NOTE 2 – MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN 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 from operations since inception, we have a working capital deficit of $ 5.6 66 To date, we have generated no sales or revenues, have incurred significant losses and expect to incur significant additional losses as we advance our product candidates through development. 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 balances at June 30, 2023 were approximately $ 5,000 56 In the event additional financing is not obtained, we may pursue cost-cutting measures as well as explore the sale of 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 substantial doubt about our ability to continue as a going concern. The consolidated 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 current cash level raises substantial doubt about our ability to continue as a going concern past the third quarter of 2023. 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, 2023 | |
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, 2023 and 2022 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, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future period. All references to June 30, 2023 and 2022 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, 2022, included in the Company’s annual report on Form 10-K filed with the SEC on March 31, 2023. The consolidated balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements at that date but does not include all disclosures required by the accounting principles generally accepted in the United States of America. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the parent company, Rebus Holdings, Inc., (fka Inspyr Therapeutics, Inc.) and its wholly-owned subsidiaries, Inspyr Therapeutics, Inc., Lewis & Clark Pharmaceuticals, Inc. and Ridgeway Therapeutics, Inc. (a California corporation). All significant intercompany accounts and transactions have been eliminated. 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. Our research and development expenses consist primarily of expenditures for pre-clinical research, toxicology and other studies, manufacturing, clinical trials, compensation and consulting costs associated therewith. We incurred research and development expenses of approximately $ 0.02 0.2 0.04 0.2 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, 2023 or December 31, 2022. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may exceed applicable government mandated insurance limits. Cash was $ 5,000 5,000 Income (Loss) per Share Basic income (loss) per share is calculated by dividing net income (loss) and net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of June 30, 2023 and 2022, as they would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE 2023 2022 Six Months Ended June 30, 2023 2022 Shares underlying warrants outstanding 1 1 Shares underlying convertible notes outstanding 27,223,191 20,339,299 Shares underlying convertible preferred stock outstanding 131,804,100 128,626,878 Anti-dilutive weighted average shares outstanding 159,027,292 148,966,178 Diluted loss per share for the three months ended June 30, 2023 is calculated as follows: SCHEDULE OF DILUTED LOSS PER SHARE Three months ended June 30, 2023 Net income attributable to common shareholders $ 43 Income attributable to convertible instruments (179 ) Diluted loss attributable to common shareholders $ (136 ) Basic shares outstanding 32,132,907 Dilutive convertible instruments 128,531,628 Diluted shares outstanding 160,664,535 Diluted loss per share $ (0.00 ) 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 one year or less when acquired. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. The derivative liabilities consist of our convertible notes and Series F preferred stock with variable conversion features. The Company uses the Black-Scholes option-pricing model to value its derivative liabilities 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 and preferred stock with variable conversion features as of June 30, 2023 and December 31, 2022. The tables below summarize the fair values of our financial liabilities as of June 30, 2023 and December 31, 2022 (in thousands): SCHEDULE OF FAIR VALUES OF FINANCIAL LIABILITIES 2023 Level 1 Level 2 Level 3 Fair Value at Fair Value Measurement Using 2023 Level 1 Level 2 Level 3 Convertible notes $ 297 — — $ 297 Preferred stock 713 — — 713 Derivative liability $ 1,010 $ — $ — $ 1,010 2022 Level 1 Level 2 Level 3 Fair Value at Fair Value Measurement Using 2022 Level 1 Level 2 Level 3 Convertible notes $ 285 — — $ 285 Preferred stock 595 — — 595 Derivative liability $ 880 $ — $ — $ 880 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands): SCHEDULE OF DERIVATIVE LIABILITY MEASURED AT FAIR VALUE 2023 2022 Six Months Ended June 30, 2023 2022 Balance at beginning of year $ 880 $ 1,124 Additions to derivative instruments — — Reclassification on conversion — (507 ) Loss on change in fair value of derivative liability 130 1,459 Balance at end of period $ 1,010 $ 2,076 Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which the related temporary difference becomes deductible. Recent Accounting Pronouncements 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 six months ended June 30, 2023 that are of significance or potential significance to the Company. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 6 Months Ended |
Jun. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 4 – SUPPLEMENTAL CASH FLOW INFORMATION The following table contains additional information for the periods reported (in thousands). SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION 2023 2022 Six Months Ended June 30, 2023 2022 Non-cash financial activities: Common stock issued on conversion of notes payable and derivative liability $ — $ 790 Debentures converted to common stock — 462 Derivative liability extinguished upon conversion of notes payable — 507 There was no |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 5 – ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): SCHEDULE OF ACCRUED EXPENSES June 30, 2023 December 31, 2022 Accrued compensation and benefits $ 1,326 $ 1,326 Accrued research and development 233 233 Accrued other 561 519 Total accrued expenses $ 2,120 $ 2,078 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 6 Months Ended |
Jun. 30, 2023 | |
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 operations, which is revalued at each balance sheet date subsequent to the initial issuance of the stock warrant. We have issued convertible debentures and preferred stock which contain variable conversion features, 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 and preferred stock are subject to derivative accounting. The fair value of the conversion feature is classified as a liability in the consolidated financial statements, with the change in fair value during the periods presented recorded in the consolidated statement of losses. During the three months ended June 30, 2023 and 2022, we recorded income of approximately $ 0.2 1.1 0.1 1.5 SCHEDULE OF DERIVATIVE LIABILITY For the Six Months Ended June 30, 2023 2022 Expected dividends 0 0 Expected volatility 183 261 198 260 Risk free interest rate 5.43 5.47 0.22 2.86 Expected term 3 6 3 21 As of June 30, 2023 and December 31, 2022, the derivative liability recognized in the financial statements was approximately $ 1.0 0.9 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES Operating Leases The Company 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, 2023 and 2022 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. Uncertainty Due to Geopolitical Events Due to Russia’s invasion of Ukraine, which began in February 2022, and the resulting sanctions and other actions against Russia and Belarus, there has been uncertainty and disruption in the global economy. Although the Russian war against Ukraine did not have a material adverse impact on the Company’s financial results for the year ended December 31, 2022, at this time the Company is unable to fully assess the aggregate impact the Russian war against Ukraine will have on its business due to various uncertainties, which include, but are not limited to, the duration of the war, the war’s effect on the economy, its impact to the business of the Company, and actions that may be taken by governmental authorities related to the war. 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’ EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
CAPITAL STOCK AND STOCKHOLDERS’ EQUITY | NOTE 8 – CAPITAL STOCK AND STOCKHOLDERS’ EQUITY Preferred Stock As of June 30, 2023, there were outstanding 134 71 290 5,000 5,000 8,000 As a result of past equity financings and conversions of debentures, the conversion prices of (i) our Series A Preferred Stock has been reduced to $ 29,812.50 0.0217 1,125.00 562.50 Common Stock The Company is authorized to issue 1,000,000,000 32,132,907 Common Stock Activity During the six months ended June 30, 2022, we issued a total of 20,363,686 789,699 461,972 0 23,746 |
CONVERTIBLE DEBENTURES AND NOTE
CONVERTIBLE DEBENTURES AND NOTES | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBENTURES AND NOTES | NOTE 9 – CONVERTIBLE DEBENTURES AND NOTES June 2021 Debentures On June 18, 2021, the Company sold an aggregate of $ 600,000 500,000 100,000 June 18, 2022 9.99 have a conversion price equal to the lesser of $24.75 and 85% of the lowest Volume Weighted Average Price (VWAP) during the five (5) trading days immediately prior to the conversion date, subject to adjustment, as described therein. During the six months ended June 30, 2022, $ 461,972 100,000 We have amortized $ 21,440 54,292 203,458 October 2020 Debentures On October 23, 2020, the Company sold an aggregate of $ 600,000 500,000 100,000 The October Debentures (i) are non-interest bearing, (ii) have a maturity date of October 23, 2021, (iii) are convertible into shares of common stock at the election of the holders at any time, subject to a beneficial ownership limitation of 9.99 have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. October Debentures in the amount of $ 100,000 September 2017 Debentures On September 12, 2017, we entered into an exchange agreement (“Exchange Agreement”) with certain holders of our Series A Preferred Stock and Series B Preferred Stock. Pursuant to the terms of the Exchange Agreement, we issued to the investors approximately $ 2.5 1,614.8125 1.6 890 0.9 On September 12, 2017, we sold an aggregate of $ 320,000 250,000 70,000 The maturity date of the September 2017 Debentures has been extended to December 31, 2023 110,072 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS In September of 2021, we began paying $ 10,000 30,000 60,000 30,000 65,843 40,000 25,843 The company had a balance due to Silvestre Law Group of $ 369,848 309,848 290,000 3,625 7,250 |
SUMMARY OF CRITICAL ACCOUNTIN_2
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 and 2022 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, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future period. All references to June 30, 2023 and 2022 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, 2022, included in the Company’s annual report on Form 10-K filed with the SEC on March 31, 2023. The consolidated balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements at that date but does not include all disclosures required by the accounting principles generally accepted in the United States of America. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the parent company, Rebus Holdings, Inc., (fka Inspyr Therapeutics, Inc.) and its wholly-owned subsidiaries, Inspyr Therapeutics, Inc., Lewis & Clark Pharmaceuticals, Inc. and Ridgeway Therapeutics, Inc. (a California corporation). All significant intercompany accounts and transactions have been eliminated. |
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. Our research and development expenses consist primarily of expenditures for pre-clinical research, toxicology and other studies, manufacturing, clinical trials, compensation and consulting costs associated therewith. We incurred research and development expenses of approximately $ 0.02 0.2 0.04 0.2 |
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, 2023 or December 31, 2022. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may exceed applicable government mandated insurance limits. Cash was $ 5,000 5,000 |
Income (Loss) per Share | Income (Loss) per Share Basic income (loss) per share is calculated by dividing net income (loss) and net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of June 30, 2023 and 2022, as they would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE 2023 2022 Six Months Ended June 30, 2023 2022 Shares underlying warrants outstanding 1 1 Shares underlying convertible notes outstanding 27,223,191 20,339,299 Shares underlying convertible preferred stock outstanding 131,804,100 128,626,878 Anti-dilutive weighted average shares outstanding 159,027,292 148,966,178 Diluted loss per share for the three months ended June 30, 2023 is calculated as follows: SCHEDULE OF DILUTED LOSS PER SHARE Three months ended June 30, 2023 Net income attributable to common shareholders $ 43 Income attributable to convertible instruments (179 ) Diluted loss attributable to common shareholders $ (136 ) Basic shares outstanding 32,132,907 Dilutive convertible instruments 128,531,628 Diluted shares outstanding 160,664,535 Diluted loss per share $ (0.00 ) |
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 one year or less when acquired. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. The derivative liabilities consist of our convertible notes and Series F preferred stock with variable conversion features. The Company uses the Black-Scholes option-pricing model to value its derivative liabilities 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 and preferred stock with variable conversion features as of June 30, 2023 and December 31, 2022. The tables below summarize the fair values of our financial liabilities as of June 30, 2023 and December 31, 2022 (in thousands): SCHEDULE OF FAIR VALUES OF FINANCIAL LIABILITIES 2023 Level 1 Level 2 Level 3 Fair Value at Fair Value Measurement Using 2023 Level 1 Level 2 Level 3 Convertible notes $ 297 — — $ 297 Preferred stock 713 — — 713 Derivative liability $ 1,010 $ — $ — $ 1,010 2022 Level 1 Level 2 Level 3 Fair Value at Fair Value Measurement Using 2022 Level 1 Level 2 Level 3 Convertible notes $ 285 — — $ 285 Preferred stock 595 — — 595 Derivative liability $ 880 $ — $ — $ 880 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands): SCHEDULE OF DERIVATIVE LIABILITY MEASURED AT FAIR VALUE 2023 2022 Six Months Ended June 30, 2023 2022 Balance at beginning of year $ 880 $ 1,124 Additions to derivative instruments — — Reclassification on conversion — (507 ) Loss on change in fair value of derivative liability 130 1,459 Balance at end of period $ 1,010 $ 2,076 |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which the related temporary difference becomes deductible. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 six months ended June 30, 2023 that are of significance or potential significance to the Company. |
SUMMARY OF CRITICAL ACCOUNTIN_3
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of June 30, 2023 and 2022, as they would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE 2023 2022 Six Months Ended June 30, 2023 2022 Shares underlying warrants outstanding 1 1 Shares underlying convertible notes outstanding 27,223,191 20,339,299 Shares underlying convertible preferred stock outstanding 131,804,100 128,626,878 Anti-dilutive weighted average shares outstanding 159,027,292 148,966,178 |
SCHEDULE OF DILUTED LOSS PER SHARE | Diluted loss per share for the three months ended June 30, 2023 is calculated as follows: SCHEDULE OF DILUTED LOSS PER SHARE Three months ended June 30, 2023 Net income attributable to common shareholders $ 43 Income attributable to convertible instruments (179 ) Diluted loss attributable to common shareholders $ (136 ) Basic shares outstanding 32,132,907 Dilutive convertible instruments 128,531,628 Diluted shares outstanding 160,664,535 Diluted loss per share $ (0.00 ) |
SCHEDULE OF FAIR VALUES OF FINANCIAL LIABILITIES | SCHEDULE OF FAIR VALUES OF FINANCIAL LIABILITIES 2023 Level 1 Level 2 Level 3 Fair Value at Fair Value Measurement Using 2023 Level 1 Level 2 Level 3 Convertible notes $ 297 — — $ 297 Preferred stock 713 — — 713 Derivative liability $ 1,010 $ — $ — $ 1,010 2022 Level 1 Level 2 Level 3 Fair Value at Fair Value Measurement Using 2022 Level 1 Level 2 Level 3 Convertible notes $ 285 — — $ 285 Preferred stock 595 — — 595 Derivative liability $ 880 $ — $ — $ 880 |
SCHEDULE OF DERIVATIVE LIABILITY MEASURED AT FAIR VALUE | The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands): SCHEDULE OF DERIVATIVE LIABILITY MEASURED AT FAIR VALUE 2023 2022 Six Months Ended June 30, 2023 2022 Balance at beginning of year $ 880 $ 1,124 Additions to derivative instruments — — Reclassification on conversion — (507 ) Loss on change in fair value of derivative liability 130 1,459 Balance at end of period $ 1,010 $ 2,076 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION | The following table contains additional information for the periods reported (in thousands). SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION 2023 2022 Six Months Ended June 30, 2023 2022 Non-cash financial activities: Common stock issued on conversion of notes payable and derivative liability $ — $ 790 Debentures converted to common stock — 462 Derivative liability extinguished upon conversion of notes payable — 507 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses consist of the following (in thousands): SCHEDULE OF ACCRUED EXPENSES June 30, 2023 December 31, 2022 Accrued compensation and benefits $ 1,326 $ 1,326 Accrued research and development 233 233 Accrued other 561 519 Total accrued expenses $ 2,120 $ 2,078 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF DERIVATIVE LIABILITY | SCHEDULE OF DERIVATIVE LIABILITY For the Six Months Ended June 30, 2023 2022 Expected dividends 0 0 Expected volatility 183 261 198 260 Risk free interest rate 5.43 5.47 0.22 2.86 Expected term 3 6 3 21 |
BACKGROUND (Details Narrative)
BACKGROUND (Details Narrative) | 6 Months Ended |
Jun. 30, 2023 | |
Intellectual Property [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Description of cancellation of a license agreement | In October 2020, pursuant to the cancellation of a license agreement whereby we previously licensed US Patent 9,593,118, we reacquired the exclusive right to such patent that covers both A2B and dual A2A/A2B antagonists. Accordingly, going forward our major focus will be to: (i) further characterization of the anti-cancer activity of our unique pipeline delivery platform containing A2B and dual A2A/A2B antagonists, leading to selection of a clinical candidate or candidates for an Investigative New Drug or IND enabling studies; and (ii) licensing and/or partnering our delivery platform and the A2B and dual A2A/A2B antagonists for further development. |
MANAGEMENT_S PLANS TO CONTINU_2
MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficit | $ 5,600,000 | |
Accumulated deficit | 65,678,000 | $ 65,297,000 |
Cash balances | $ 5,000 | $ 5,000 |
Percentage of total assets | 56% |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive weighted average shares outstanding | 159,027,292 | 148,966,178 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive weighted average shares outstanding | 1 | 1 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive weighted average shares outstanding | 27,223,191 | 20,339,299 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive weighted average shares outstanding | 131,804,100 | 128,626,878 |
SCHEDULE OF DILUTED LOSS PER SH
SCHEDULE OF DILUTED LOSS PER SHARE (Details) | 3 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Accounting Policies [Abstract] | |
Net income attributable to common shareholders | $ | $ 43 |
Income attributable to convertible instruments | $ | (179) |
Diluted loss attributable to common shareholders | $ | $ (136) |
Basic shares outstanding | shares | 32,132,907 |
Dilutive convertible instruments | shares | 128,531,628 |
Diluted shares outstanding | shares | 160,664,535 |
Diluted loss per share | $ / shares | $ 0 |
SCHEDULE OF FAIR VALUES OF FINA
SCHEDULE OF FAIR VALUES OF FINANCIAL LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Convertible notes | $ 297 | $ 285 |
Preferred stock | 713 | 595 |
Derivative liability | 1,010 | 880 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Convertible notes | ||
Preferred stock | ||
Derivative liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Convertible notes | ||
Preferred stock | ||
Derivative liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Convertible notes | 297 | 285 |
Preferred stock | 713 | 595 |
Derivative liability | $ 1,010 | $ 880 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITY MEASURED AT FAIR VALUE (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||
Balance at beginning of year | $ 880 | $ 1,124 |
Additions to derivative instruments | ||
Reclassification on conversion | (507) | |
Loss on change in fair value of derivative liability | 130 | 1,459 |
Balance at end of period | $ 1,010 | $ 2,076 |
SUMMARY OF CRITICAL ACCOUNTIN_4
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||||
Research and development expenses | $ 16,000 | $ 174,000 | $ 38,000 | $ 192,000 | |
Cash | $ 5,000 | $ 5,000 | $ 5,000 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Non-cash financial activities: | ||
Common stock issued on conversion of notes payable and derivative liability | $ 790 | |
Debentures converted to common stock | 462 | |
Derivative liability extinguished upon conversion of notes payable | $ 507 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 0 | $ 0 |
Cash paid for income taxes | $ 0 | $ 0 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 1,326 | $ 1,326 |
Accrued research and development | 233 | 233 |
Accrued other | 561 | 519 |
Total accrued expenses | $ 2,120 | $ 2,078 |
SCHEDULE OF DERIVATIVE LIABIL_2
SCHEDULE OF DERIVATIVE LIABILITY (Details) | Jun. 30, 2023 | Dec. 31, 2022 |
Measurement Input, Expected Dividend Rate [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input | 0 | 0 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input | 183 | 198 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input | 261 | 260 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input | 5.43 | 0.22 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input | 5.47 | 2.86 |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Expected term | 3 months | 3 months |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Expected term | 6 months | 21 months |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Income on change in fair value of the derivative liability | $ 156 | $ (1,060) | $ (130) | $ (1,459) | |
Expenses on change in fair value of the derivative liability | (156) | $ 1,060 | 130 | $ 1,459 | |
Derivative liability | $ 1,000 | $ 1,000 | $ 900 |
CAPITAL STOCK AND STOCKHOLDER_2
CAPITAL STOCK AND STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||
Conversion price, description | As a result of past equity financings and conversions of debentures, the conversion prices of (i) our Series A Preferred Stock has been reduced to $29,812.50 per share at June 30, 2023, (ii) our Series B Preferred Stock has been reduced to $0.0217 per share at June 30, 2023, (iii) 200 shares of our Series C preferred stock has been reduced to $1,125.00 per share at June 30, 2023, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $562.50 per share at June 30, 2023. | |||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | ||
Common stock, shares outstanding | 32,132,907 | 32,132,907 | ||
Shares issued | 20,363,686 | |||
Value issued | $ 789,699 | |||
Principal amount | 461,972 | |||
Loss on conversion of debt | $ 23,746 | |||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares outstanding | 134 | 134 | ||
Conversion price | $ 29,812.50 | |||
Series B Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares outstanding | 71 | 71 | ||
Conversion price | $ 0.0217 | |||
Series C Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares outstanding | 290 | 290 | ||
Conversion price | $ 1,125 | |||
Series D Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares outstanding | 5,000 | 5,000 | ||
Series E Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares outstanding | 5,000 | 5,000 | ||
Series F Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares outstanding | 8,000 | 8,000 | ||
Series C Preferred Stock One [Member] | ||||
Class of Stock [Line Items] | ||||
Conversion price | $ 562.50 |
CONVERTIBLE DEBENTURES AND NO_2
CONVERTIBLE DEBENTURES AND NOTES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 18, 2021 | Oct. 23, 2020 | Sep. 12, 2017 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||||||
Conversion price, description | As a result of past equity financings and conversions of debentures, the conversion prices of (i) our Series A Preferred Stock has been reduced to $29,812.50 per share at June 30, 2023, (ii) our Series B Preferred Stock has been reduced to $0.0217 per share at June 30, 2023, (iii) 200 shares of our Series C preferred stock has been reduced to $1,125.00 per share at June 30, 2023, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $562.50 per share at June 30, 2023. | ||||||
Series A Preferred Stock [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Stated value of the preferred shares | |||||||
Series B Preferred Stock [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Stated value of the preferred shares | |||||||
June 2021 Debenture [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Convertible debentures | $ 600,000 | ||||||
Cash received | 500,000 | ||||||
Cancellation amount | $ 100,000 | ||||||
Maturity date | Jun. 18, 2022 | ||||||
Beneficial ownership percentage | 9.99% | ||||||
Conversion price, description | have a conversion price equal to the lesser of $24.75 and 85% of the lowest Volume Weighted Average Price (VWAP) during the five (5) trading days immediately prior to the conversion date, subject to adjustment, as described therein. | ||||||
Debt conversion amount | $ 461,972 | ||||||
Outstanding, convertible debentures | 100,000 | ||||||
Interest expense | $ 21,440 | 54,292 | |||||
Amortization of debt discount | $ 203,458 | ||||||
October 2020 Debentures [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Convertible debentures | $ 600,000 | ||||||
Cash received | 500,000 | ||||||
Cancellation amount | $ 100,000 | ||||||
Beneficial ownership percentage | 9.99% | ||||||
Conversion price, description | have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. | ||||||
Outstanding, convertible debentures | 100,000 | ||||||
September 2017 Debentures [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Convertible debentures | $ 320,000 | ||||||
Cash received | 250,000 | ||||||
Cancellation amount | $ 70,000 | ||||||
Maturity date | Dec. 31, 2023 | ||||||
Outstanding, convertible debentures | $ 110,072 | ||||||
Principal amount | $ 2,500,000 | ||||||
September 2017 Debentures [Member] | Series A Preferred Stock [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Exchange of shares | 1,614.8125 | ||||||
Stated value of the preferred shares | $ 1,600,000 | ||||||
September 2017 Debentures [Member] | Series B Preferred Stock [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Exchange of shares | 890 | ||||||
Stated value of the preferred shares | $ 900,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Silvestre law group PC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payment for services | $ 10,000 | |||||
Legal fees | $ 30,000 | $ 30,000 | $ 60,000 | $ 65,843 | ||
Convertible debentures | 290,000 | 290,000 | $ 290,000 | |||
Imputed interest | 3,625 | 7,250 | ||||
Silvestre law group PC [Member] | Service, Other [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payment for services | 40,000 | |||||
Legal fees | 25,843 | |||||
Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Balance due | $ 369,848 | $ 369,848 | $ 309,848 |