Rebus (RBSH) 10-Q 20 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 07, 2017
Document And Entity Information
Entity Registrant Name	Inspyr Therapeutics, Inc.
Entity Central Index Key	1,421,204
Document Type	10-Q
Trading Symbol	NSPX
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		9,578,929
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,017

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 18	$ 547
Prepaid expenses	16	112
Total current assets	34	659
Office and lab equipment, net of accumulated depreciation of $10 and $0	350	4
Intangible assets, net of accumulated amortization of $158 and $144	54	68
Goodwill	2,159
Other assets	3	3
Total assets	2,600	734
Current liabilities:
Accounts payable	1,724	1,238
Accrued expenses	1,093	384
Convertible debentures, net of unamortized discount of $307	2,480
Derivative liability	3,338	2,541
Total current liabilities	8,635	4,163
Total liabilities	8,635	4,163
Commitments and contingencies
Stockholders' deficit:
Convertible preferred stock, par value $.0001 per share; 30,000,000 shares authorized, 495 and 2,828 shares issued and outstanding, respectively
Common stock, par value $.0001 per share; 150,000,000 shares authorized, 9,075,589 and 1,398,832 shares issued and outstanding, respectively	1
Additional paid-in capital	48,425	45,391
Accumulated deficit	(54,461)	(48,820)
Total stockholders' deficit	(6,035)	(3,429)
Total liabilities and stockholders' deficit	$ 2,600	$ 734

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Office equipment, accumulated depreciation	$ 10	$ 0
Intangible assets, accumulated amortization	158	$ 144
Net of unamortized discount of, convertible debentures	$ 307
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, authorized	30,000,000	30,000,000
Convertible preferred stock, issued	495	2,828
Convertible preferred stock, outstanding	495	2,828
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized	150,000,000	150,000,000
Common stock, issued	9,075,589	1,398,832
Common stock, outstanding	9,075,589	1,398,832

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF LOSSES (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Operating expenses:
Research and development	$ 384	$ 379	$ 1,349	$ 1,025
General and administrative	474	509	1,255	1,600
Total operating expenses	858	888	2,604	2,625
Loss from operations	(858)	(888)	(2,604)	(2,625)
Other income (expense):
Gain on change in fair value of derivative liability	1,405	(334)	3,403	421
Gain on conversion of debt	39		39
Interest income (expense), net	(5,017)	1	(6,479)	3
Loss before provision for income taxes	(4,431)	(1,221)	(5,641)	(2,201)
Provision for income taxes
Net loss	$ (4,431)	$ (1,221)	$ (5,641)	$ (2,201)
Net loss per common share, basic and diluted (in dollars per share)	$ (0.69)	$ (0.88)	$ (1.77)	$ (1.58)
Weighted average shares outstanding (in shares)	6,440,802	1,392,079	3,183,289	1,392,079

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (unaudited) - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands	Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at beginning at Dec. 31, 2016			$ 45,391	$ (48,820)	$ (3,429)
Balance at beginning (in shares) at Dec. 31, 2016	2,828	1,398,832
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation			174		174
Conversion of preferred stock to common stock (in shares)	(118)	223,585
Preferred stock exchanged for convertible notes payable
Preferred stock exchanged for convertible notes payable (in shares)	(2,505)
Conversion of notes			44		44
Conversion of notes (in shares)		331,000
Common stock issued for acquisition		$ 1	2,492		2,493
Common stock issued for acquisition (in shares)		7,122,172
Reclasification of derivative liability			324		324
Sale of preferred stock and warrants at $1.00 per share			285		285
Sale of preferred stock and warrants at $1.00 per share (in shares)	285
Preferred stock and warrants issued for services			5		5
Preferred stock and warrants issued for services (in shares)	5
Derivative liability			(290)		(290)
Net loss				(5,641)	(5,641)
Balance at end at Sep. 30, 2017		$ 1	$ 48,425	$ (54,461)	$ (6,035)
Balance at end (in shares) at Sep. 30, 2017	495	9,075,589

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (unaudited) (Parenthetical)	Sep. 30, 2017$ / shares
Statement of Stockholders' Equity [Abstract]
Share price (in dollars per share)	$ 1

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net loss	$ (5,641)	$ (2,201)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	23	16
Stock-based compensation	179	70
Gain on change in fair value of derivative liability	(3,403)	(421)
Loss on sale of assets		4
Gain on conversion of debt	(39)
Amortization of debt discount	13
Finance cost	6,463
Increase in operating assets:
Prepaid expenses	100	(17)
Increase in operating liabilities:
Accounts payable and accrued expenses	1,221	414
Cash used in operating activities	(1,084)	(2,135)
Cash flows from investing activities:
Cash from acquisition	23
Proceeds from sale of assets		4
Acquisition of office equipment	(3)	(4)
Cash provided by investing activities	20
Cash flows from financing activities:
Proceeds from convertible notes	250
Proceeds from sale of stock and warrants	285
Cash provided by financing activities	535
Net decrease in cash	(529)	(2,135)
Cash, beginning of period	547	2,465
Cash, end of period	$ 18	$ 330

BACKGROUND

BACKGROUND	9 Months Ended
	Sep. 30, 2017
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 an early-stage, pre-revenue, pharmaceutical company focused on the discovery and development of prodrug cancer therapeutics for the treatment of solid tumors, including brain, liver, prostate and other cancers. We plan to develop a series of therapies based on our target-activated prodrug technology platform. Effective August 1, 2016, pursuant to a certificate of amendment to our amended and restated certificate of incorporation, we changed our corporate name from GenSpera, Inc. to Inspyr Therapeutics, Inc. Effective August 1, 2016, our common stock ceased trading under the symbol “GNSZ” and began trading under the symbol NSPX on August 2, 2016. Effective November 17, 2016 at 5:00 p.m. Eastern Time, we effected a one (1) for thirty (30) reverse stock split of our common stock. Accordingly, each of our shareholders received one (1) new share of common stock for every thirty (30) shares of common stock such shareholder held immediately prior to the effective time of the reverse split. The reverse stock split affected all of our issued and outstanding shares of common stock as well as the number of shares of common stock underlying stock options, warrants and other exercisable or convertible instruments outstanding at the effective time of the reverse split. The reverse split also has the effect of proportionately increasing the applicable conversion or exercise price of such convertible securities. The shareholders received no fractional shares and instead had every fractional share rounded up to the next whole number. All references to common stock, share and per share amounts have been retroactively restated to reflect the 1:30 reverse stock split as if it had taken place as of the beginning of the earliest period presented. We are a clinical-stage, pre-revenue, pharmaceutical company primarily focused on the development of therapeutics for the treatment of patients with cancer. Our therapeutics include a prodrug, mipsagargin and, through our acquisition of Lewis and Clark Pharmaceuticals, Inc., a pipeline of small molecule adenosine receptor modulators. A prodrug is an inactive precursor of a drug that is converted into its active form only at the site of the tumor. The prodrug technology platform combines a powerful cytotoxin with a patented prodrug delivery system that targets the release of the drug within the tumor. We believe our cancer prodrugs have the potential to provide a targeted therapeutic approach to a broad range of solid tumors with fewer side effects than those related to current cytotoxic chemotherapy treatments. Our lead drug candidate, mipsagargin, has completed an open label single arm Phase II clinical trial in patients with advanced hepatocellular carcinoma (HCC) or liver cancer. The adenosine receptor modulators include A 2B 2A 2A 2B 2A Our major focus for the next twelve to eighteen months is the (i) further characterization of the current pipeline of A 2B 2A 2B 2A 2B 2A 2A 2B 2A While we believe that the data from our nonclinical and completed clinical studies appear promising, the outcome of our ongoing or future studies may ultimately be unsuccessful. Our ability to execute our business plan is dependent on the amount and timing of cash, if any, that we are able to raise. Should we not raise sufficient funds to execute our business plan, our priority is the continued production of adenosine receptor modulator products for any existing material transfer agreements and continuing business development discussions with potential development partners.

MANAGEMENT'S PLANS TO CONTINUE

MANAGEMENT'S PLANS TO CONTINUE AS A GOING CONCERN	9 Months Ended
	Sep. 30, 2017
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, 2016 financial statements contains explanatory going concern language. We have prepared our 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. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. We have incurred losses since inception and have an accumulated deficit of $54 million as of September 30, 2017. 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 balance at September 30, 2017 was $18,000, representing 1% of our total assets. Based on our current expected level of operating expenditures, and financings completed in the first, second and third quarters of 2017, we expect to be able to fund our operations into the fourth quarter of 2017. 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 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, 2016 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 third quarter of 2017. 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 operations which means that our shareholders will lose their entire investment.

SUMMARY OF CRITICAL ACCOUNTING

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES	9 Months Ended
	Sep. 30, 2017
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 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 financial statements as of and for the three and nine months ended September 30, 2017 and 2016 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 nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any future period. All references to September 30, 2017 and 2016 in these footnotes are unaudited. 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 preferred stock with anti-dilution provisions, and related warrants. 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. These unaudited condensed financial statements should be read in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2016, included in the Company’s annual report on Form 10-K filed with the SEC on April 17, 2017. The condensed balance sheet as of December 31, 2016 has been derived from the audited financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America. 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. 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 manufacturing, clinical trials, employee compensation and consulting costs and expenses. We incurred research and development expenses of approximately $0.4 million and $0.4 million for the three months ended September 30, 2017 and 2016, respectively. We incurred research and development expenses of approximately $1.3 million and $1.0 million for the nine months ended September 30, 2017 and 2016, respectively. 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 September 30, 2017 and 2016, as they would be anti-dilutive: Nine months ended September 30, 2017 2016 Shares underlying options outstanding 364,516 265,863 Shares underlying warrants outstanding 4,511,914 1,335,466 Shares underlying convertible preferred stock outstanding 4,770,370 411,806 Shares underlying convertible notes outstanding 34,835,228 — 44,482,028 2,013,135 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. Based upon ASC 840-15-25 (EITF Issue 00-19, paragraph 11) the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding preferred stock. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date wherein instruments with the earliest issuance date would be settled first. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares. Using this sequencing policy, all instruments convertible into common stock, including warrants and the conversion feature of notes payable, issued subsequent to December 25, 2015 are derivative liabilities. The Company values these 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 Measurements Valuation Hierarchy - GAAP 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: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: 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: 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 convertible preferred stock with anti-dilution provisions, and related warrants, as of September 30, 2017. The table below summarizes the fair values of our financial liabilities as of September 30, 2017 (in thousands): Fair Value at September 30, Fair Value Measurement Using 2017 Level 1 Level 2 Level 3 Derivative liability $ 3,338 $ — $ — $ 3,338 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the nine months ended September 30, 2017 (in thousands): Balance at beginning of period $ 2,541 Additions to derivative instruments, net 4,568 Reclassification on conversions and expiration (368 ) Gain on change in fair value of derivative liability (3,403 ) Balance at end of period $ 3,338 Stock-Based Compensation We measure the cost of employee services received in exchange for equity awards based on the grant-date fair value of the awards. All awards under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee is required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to non-employees is determined in accordance with the fair value of the consideration received or the fair value of the equity instruments issued, whichever is a more reliable measurement. Compensation expense for awards granted to non-employees is re-measured on each accounting period. Determining the appropriate fair value of stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based compensation and the volatility of our stock price. We use the Black-Scholes option-pricing model to value our stock option awards which incorporates our stock price, volatility, U.S. risk-free interest rate, dividend rate, and estimated life. 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 nine months ended September 30, 2017 that are of significance or potential significance to the Company. In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting”, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. If an award is not probable of vesting at the time a change is made, the new guidance clarifies that no new measurement date will be required if there is no change to the fair value, vesting conditions, and classification. This ASU will be applied prospectively and is effective for fiscal years beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. The Company does not expect this standard to have a material impact on its financial statements.

SUPPLEMENTAL CASH FLOW INFORMAT

SUPPLEMENTAL CASH FLOW INFORMATION	9 Months Ended
	Sep. 30, 2017
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). Nine Months Ended September 30, 2017 2016 Non-cash financial activities: Derivative liability issued 4,604 — Preferred stock and warrants issued for fees 5 — Net assets and liabilities recognized with the acquisition of Lewis and Clark Pharmaceuticals, Inc. 2,493 — Accounts payable paid through issuance of debentures 70 — Debentures issued to retire preferred stock 2,504 — Debentures converted to common stock 38 — There was no cash paid for interest and income taxes for the nine months ended September 30, 2017 and 2016.

ACCRUED EXPENSES

ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2017
Accrued Liabilities, Current [Abstract]
ACCRUED EXPENSES	NOTE 5 – ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): September 30, December 31, 2017 2016 Accrued compensation and benefits $ 707 $ 62 Accrued research and development 133 126 Accrued other 253 196 Total accrued expenses $ 1,093 $ 384

DERIVATIVE LIABILITY

DERIVATIVE LIABILITY	9 Months Ended
	Sep. 30, 2017
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 provide for modification of the exercise price in the event subsequent sales of common stock are at a lower price per share than the then-current warrant exercise price. Additionally, financial instruments are classified as derivative liabilities if, as a result of the anti-dilution protection, there is no limit on the number of shares that may be subsequently issued and we conclude there are not adequate authorized shares available to provide for subsequent issuances. 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. In March and April 2017, we issued shares of Series C convertible preferred stock which contain anti-dilution protection and other conversion price adjustment provisions, and related warrants which contain anti-dilution protection and other exercise price adjustment provisions. As a result, the Company assessed its outstanding equity-linked financial instruments and concluded that this series of preferred stock, and related warrants, is subject to derivative accounting. The fair value of these shares is classified as a liability in the financial statements, with the change in fair value during the periods presented recorded in the statement of operations. We have recorded a finance cost of approximately $0.2 million due to the excess of the liability over the proceeds received. In September, we issued convertible debentures which contain 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 operations. We have recorded a finance cost of approximately $4.6 million due to the excess of the liability over the proceeds received. As a result of recent equity financings, the conversion prices of our Series A Preferred Stock has been reduced to $0.53 per share and the conversion price of our Series B Preferred Stock and our Series C preferred stock has been reduced to $0.08 per share. The exercise prices of the warrants issued in conjunction with the Series B and Series C preferred stock have also been reduced to $0.08 per share. As a result, we have recorded a finance cost of approximately $1.7 million due to the repricing during the nine months ended September 30, 2017. During the nine months ended September 30, 2017, we recorded a gain of approximately $3.4 million related to the change in fair value of the derivative liabilities during the period. 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 September 30, 2017 are as follows: 2017 Volatility 124%-401% Expected term (years) 1 - 55 months Risk-free interest rate 0.99% -1.92% Dividend yield None During the nine months ended September 30, 2016, we recorded a gain of approximately $0.4 million related to the change in fair value of the derivative liability during the period. 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 valuation of the derivative are as follows: 2016 Volatility 85% Expected term (years) 10 months Risk-free interest rate 0.64% Dividend yield None As of September 30, 2017 and December 31, 2016, the derivative liability recognized in the financial statements was approximately $3.3 million and $2.5 million, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2017
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. The lease for the L&C facility expires at the end of each calendar year and we have the right to renew the lease on an annual basis. Rent expense amounted to approximately $19,000 and approximately $44,000 for the nine months ended September 30, 2017 and 2016, respectively. Employment Agreements We employ our Chief Executive Officer, our Chief Operating Officer and our Chief Medical Officer pursuant to written employment agreements. The employment agreements contain severance provisions and indemnification clauses. The indemnification agreement provides for the indemnification and defense of the executive officers, in the event of litigation, to the fullest extent permitted by law. On February 28, 2017, Russell Richerson, PhD, resigned as chief operating officer of the Company, effective immediately. Dr. Richerson entered into a separation release of claims agreement (“Separation Agreement”) pursuant to which the Company: (i) issued Dr. Richerson a warrant to purchase 76,726 shares of Common Stock with an exercise price of $0.75 per share and a term of three and a half (3.5) years, (ii) agreed to make the vested portion of any options held by Dr. Richerson, exercisable at any time during their remaining term regardless of any termination provisions contained in the applicable equity compensation plans pursuant to which such awards were made (collectively, the “Awards”) and (iii) agreed to reduce the exercise prices of such Awards to $0.75 per share for the duration of their respective terms. In consideration of the foregoing, Dr. Richerson agreed to release the Company from any and all claims, including any rights or obligations as contained in his prior employment agreement, as amended. Severance provisions are not applicable to any other executive officer employment agreements until such time as they have each been employed for at least 6 months and the Company has raised $25 million in gross proceeds from capital raising transactions. Severance provisions pursuant to a termination within 12 months of a Sale Event occurring are not applicable as of September 30, 2017, as no Sale Event has occurred prior to such date. Legal Matters On March 16, 2016, Dr. Craig Dionne provided us his notice of termination as the company’s Chief Executive Officer and Chief Financial Officer. Dr. Dionne’s notice of termination states that such termination was for “Good Reason” as a result of a material change in his authority, functions, duties and responsibilities as chief executive officer. In the event that termination was for “Good Reason”, Dr. Dionne would be entitled to certain severance payments as well as other benefits. The notice of termination, in additional to requesting such severance, also requests the payment of Dr. Dionne’s annual and long term bonus for 2014 and 2015. While the Company disputes that the termination was for “Good Reason,” as well as the amount of the bonuses due Dr. Dionne, if any, at this time the Company is unable to predict the financial outcome of this matter, and any views formed as to the viability of these claims or the financial liability which could result may change from time to time as the matter proceeds through its course. The Company is uncertain whether any litigation may result from the foregoing and the outcome of any such litigation is uncertain. The Company is subject at times to other 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.

CAPITAL STOCK AND STOCKHOLDERS'

CAPITAL STOCK AND STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2017
Stockholders' Equity Note [Abstract]
CAPITAL STOCK AND STOCKHOLDER'S EQUITY	NOTE 8 – CAPITAL STOCK AND STOCKHOLDERS’ EQUITY Preferred Stock In March and April, 2017, we sold 290.4 shares of Series C 0% Convertible Preferred Stock. The Series C Preferred Stock has a stated value of $1,000 and is immediately convertible into 387,251 shares of the Company’s common stock, subject to certain beneficial ownership limitations, at a conversion price equal to $0.75, subject to adjustment. The Conversion Price is subject to certain reset adjustments as more fully described in the Certificate of Designation (as defined below), including (a) the date of any future amendment to the Company’s certificate of incorporation with respect to a reverse stock split. The Series C Preferred Stock has anti-dilution protection until such the twelve (12) month anniversary of the issuance of the Series C Preferred Stock. See “March 2017 Offering” and “April 2017 Offering” below for further discussion. Between January 1 and September 30, 2017, 79.5 shares of Series A Preferred Stock and 39 shares of Series B Preferred Stock were converted into a total of 223,585 shares of common stock. On September 12, 2017 we entered into an exchange agreement (“Exchange Agreement”) with certain holders (the “Investors”) 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 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 (collectively, the “Exchange”). In connection with the Exchange, such Series A Shares and Series B Shares have been cancelled and terminated. Common Stock Between January 1 and September 30, 2017, we issued a total of 223,585 shares of common stock upon the conversion of 79.5 shares of Series A Preferred Stock and 39 shares of Series B Preferred Stock. During September 2017, we issued a total of 331,000 shares of common stock upon the conversion of $37,995 principal amount of our convertible debentures. Effective July 31, 2017 we issued 7,122,172 shares of common stock to acquire 100% of the capital stock of Lewis & Clark, Pharmaceuticals, Inc., a Virginia Corporation, pursuant to the terms of a share exchange agreement dated July 31, 2017. Equity Financings March 2017 Offering In March, 2017, we sold $200,000 of the Company’s securities consisting of 200 shares of Series C 0% Convertible Preferred Stock and an aggregate of 800,019 common stock purchase warrants as described below. The Series C Preferred Stock has a stated value of $1,000 and is immediately convertible into 266,673 shares of the Company’s common stock, subject to certain beneficial ownership limitations, at a conversion price equal to $0.75, subject to adjustment. The Conversion Price is subject to certain reset adjustments including the date of any future amendment to the Company’s certificate of incorporation with respect to a reverse stock split. The Series C Preferred Stock has anti-dilution protection until the twelve month anniversary of the issuance of the Series C Preferred Stock. The Investors also received an aggregate of approximately: (i) 266,673 Series M common stock purchase warrants (“Series M Warrants”), (ii) 266,673 Series N common stock purchase warrants (“Series N Warrants”) and (iii) 266,673 Series O common stock purchase warrants (“Series O Warrants”) (collectively, the “Warrants”). The Series M Warrants have an exercise price of $0.90 per share, subject to adjustment, and a term of five (5) years from the date of issuance, the Series N Warrants have an exercise price of $0.75 per share, subject to adjustment, and a term of six (6) months from the date of issuance and the Series O warrants have an exercise price of $0.75, subject to adjustment, and a term of twelve (12) months from the date of issuance. The Warrants are immediately exercisable and separately transferable from the Series C Preferred Stock. In the event that the shares underlying the Warrants are not subject to a registration statement at the time of exercise, the Warrants may be exercised on a cashless basis after 6 months from the issuance date. The Warrants also contain provisions providing for an adjustment in the underlying number of shares and exercise price in the event of stock splits or dividends and fundamental transactions. Additionally, the Warrants contain anti-dilution protection until the twelve (12) month anniversary of the issuance date. April 2017 Offering In April, 2017, we sold $90,431 of the Company’s securities consisting of 90.4 shares of Series C 0% Convertible Preferred Stock and an aggregate of 361,734 common stock purchase warrants as described below. The Series C Preferred Stock has a stated value of $1,000 and is immediately convertible into 120,578 shares of the Company’s common stock, subject to certain beneficial ownership limitations, at a conversion price equal to $0.75, subject to adjustment. The Conversion Price is subject to certain reset adjustments including the date of any future amendment to the Company’s certificate of incorporation with respect to a reverse stock split. The Series C Preferred Stock has anti-dilution protection until the twelve month anniversary of the issuance of the Series C Preferred Stock. The Investors also received an aggregate of approximately: (i) 120,578 Series M common stock purchase warrants (“Series M Warrants”), (ii) 120,578 Series N common stock purchase warrants (“Series N Warrants”) and (iii) 120,578 Series O common stock purchase warrants (“Series O Warrants”) (collectively, the “Warrants”). The Series M Warrants have an exercise price of $0.90 per share, subject to adjustment, and a term of five (5) years from the date of issuance, the Series N Warrants have an exercise price of $0.75 per share, subject to adjustment, and a term of six (6) months from the date of issuance and the Series O warrants have an exercise price of $0.75, subject to adjustment, and a term of twelve (12) months from the date of issuance. The Warrants are immediately exercisable and separately transferable from the Series C Preferred Stock. In the event that the shares underlying the Warrants are not subject to a registration statement at the time of exercise, the Warrants may be exercised on a cashless basis after 6 months from the issuance date. The Warrants also contain provisions providing for an adjustment in the underlying number of shares and exercise price in the event of stock splits or dividends and fundamental transactions. Additionally, the Warrants contain anti-dilution protection until the twelve (12) month anniversary of the issuance date.

STOCK OPTIONS

STOCK OPTIONS	9 Months Ended
	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK OPTIONS	NOTE 9 – STOCK OPTIONS Total stock-based compensation expense recognized for stock options issued using the straight-line method in the statement of operations for the nine months ended September 30, 2017 and 2016 was as follows: Nine months ended September 30, 2017 2016 Research and development $ 111 $ 21 General and administrative 63 49 $ 174 $ 70 The following table summarizes stock option activity for the nine months ended September 30, 2017: Number of Weighted- Weighted-average Aggregate Outstanding at December 31, 2016 268,877 $ 24.15 Granted 104,747 $ 0.54 Forfeited (9,108 ) $ 62.05 Outstanding at September 30, 2017 364,516 $ 7.71 4.6 $ — Exercisable at September 30, 2017 184,296 $ 12.76 3.3 $ — As of September 30, 2017, there was approximately $121,000 of total unrecognized compensation cost related to non-vested stock options which vest which vest over time, and is estimated to be recognized $29,000 in 2017, $68,000 in 2018, $12,000 in 2019 and $12,000 in 2020. During the nine months ended September 30, 2017, we issued options to purchase 8,837 shares of common stock to non-employee directors. Additionally, we issued options to purchase 95,910 shares of common stock to employees. During the nine months ended September 30, 2016, we issued options to purchase 5,300 shares of common stock to non-employee directors under the Plans pursuant to our non-employee director compensation policy. We also issued options to purchase 104,626 shares of common stock to employees. Additionally, we issued options to purchase 11,833 shares of common stock to consultants and advisors. The weighted-average fair value of the options granted during 2017 and 2016 was estimated at $0.59 and $2.10 per share, respectively, on the date of grant. During the nine months ended September 30, 2017 and 2016, no options were exercised. The following table summarizes weighted-average assumptions using the Black-Scholes option-pricing model used on the date of the grants issued during the nine months ended September 30, 2017 and 2016: Nine months ended September 30, 2017 2016 Volatility 128.5 % 90.9 % Expected term (years) 3.2 1.9 Risk-free interest rate 1.41 % 1.0 % Dividend yield 0 % 0 %

WARRANTS

WARRANTS	9 Months Ended
	Sep. 30, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
WARRANTS	NOTE 10 – WARRANTS On February 28, 2017, Russell Richerson, PhD, resigned as chief operating officer of the Company, effective immediately. Dr. Richerson entered into a separation release of claims agreement (“Separation Agreement”) pursuant to which we issued Dr. Richerson a warrant to purchase 76,726 shares of Common Stock with an exercise price of $0.75 per share and a term of 3.5 years. In connection with the sale of our Series C Preferred Stock in March and April 2017, we issued an aggregate of: (i) 387,251 Series M common stock purchase warrants (“Series M Warrants”), (ii) 387,251Series N common stock purchase warrants (“Series N Warrants”) and (iii) 387,251 Series O common stock purchase warrants (“Series O Warrants”) (collectively, the “Warrants”). The Series M Warrants have an exercise price of $0.90 per share, subject to adjustment, and a term of five (5) years from the date of issuance, the Series N Warrants have an exercise price of $0.75 per share, subject to adjustment, and a term of six (6) months from the date of issuance and the Series O warrants have an exercise price of $0.75, subject to adjustment, and a term of twelve (12) months from the date of issuance. The Warrants are immediately exercisable and separately transferable from the Series C Preferred Stock. In the event that the shares underlying the Warrants are not subject to a registration statement at the time of exercise, the Warrants may be exercised on a cashless basis after 6 months from the issuance date. The Warrants also contain provisions providing for an adjustment in the underlying number of shares and exercise price in the event of stock splits or dividends and fundamental transactions. Additionally, the Warrants contain anti-dilution protection until the twelve (12) month anniversary of the issuance date. Transactions involving our warrants are summarized as follows: Number of Weighted- Weighted-average Aggregate Outstanding at December 31, 2016 5,203,436 $ 4.56 Issued 1,238,479 0.12 Expired (1,930,001 ) $ 1.93 Outstanding at September 30, 2017 4,511,914 $ 3.94 2.3 $ 74 Exercisable at September 30, 2017 4,506,503 $ 3.94 2.3 $ 74 The following table summarizes outstanding common stock purchase warrants as of September 30, 2017: Number of shares Weighted- average exercise price Expiration Issued to consultants 104,213 $ 7.24 January 2018 through August 2023 Issued pursuant to 2013 financings 155,819 $ 61.11 December 2017 through August 2018 Issued pursuant to 2014 financings 96,412 $ 34.50 June 2019 Issued pursuant to 2015 financings 460,384 $ 8.40 July 2020 through December 2020 Issued pursuant to 2016 financings 2,800,006 $ 0.08 December 2017 through December 2021 Issued pursuant to 2017 financings 895,080 $ 0.08 March 2018 through April 2022 4,511,914 Total stock-based compensation expense of approximately $30,000 and $0 was recognized for warrants and included in the statement of operations for the nine months ended September 30, 2017 and 2016, respectively.

CONVERTIBLE DEBENTURES

CONVERTIBLE DEBENTURES	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
CONVERTIBLE DEBENTURES	NOTE 11 – CONVERTIBLE DEBENTURES On September 12, 2017 we entered into an exchange agreement (“Exchange Agreement”) with certain holders (the “Investors”) 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 (“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 Debentures. The sale consisted of $250,000 in cash and the cancellation of $70,000 of obligations of the Company. The Debentures to be issued to the Investors (i) are non-interest bearing, (ii) have a maturity date of September 12, 2018 and (iii) are convertible into shares of common stock (“Common Stock”) of the Company 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 Debentures will have a conversion price equal to the lesser of (i) $0.33 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 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 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 Debentures are no longer outstanding. Additionally, the Company has the option to redeem some or all of the 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 Investors holding at least 67% of the then outstanding principal amount of the 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 pay Investors, as partial liquidated damages, a fee of 2.0% of each Investor’s initial principal amount of such Investor’s Debenture in cash upon our failure to have current public information available. In connection with the Offering, the Investors also entered in a registration rights agreement (“Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement with the Securities and Exchange Commission (“the Commission”) within 45 days from the date of the Registration Rights Agreement to register the resale of 100% of the shares of Common Stock underlying the Debentures and to maintain the effectiveness thereunder. The Company also agreed to have the registration statement declared effective within 75 days from the date of the Registration Rights Agreement and keep the registration statement continuously effective until the earlier of (i) the date after which all of the securities to be registered thereunder have been sold, or (ii) the date on which all the securities to be registered thereunder may be sold without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 under the Securities Act of 1933, as amended. We are also obligated to pay the Investors, as partial liquidated damages, a fee of 1.5% of each Investor’s subscription amount per month in cash upon the occurrence of certain events, including our failure to file and / or have the registration statement declared effective within the time periods provided. The Investors were additionally given a right of participation in future offerings for a period of up to eighteen months from the date in which the shares underlying the Debentures are registered as contemplated in the Registration Rights Agreement. The Securities Purchase Agreement also prohibits the Company from issuing any Common Stock, subject to certain exemptions, for a period of 60 days following the closing of the Offering, without the written approval of the Investors owning at least 50.1% of the securities issued in the Offering. Additionally, until the twelve (12) month anniversary of such effectiveness of the registration statement as contemplated in the Registration Rights Agreement, the Company is prohibited from entering into any agreement to effect any issuance of Common Stock in a variable rate transaction.

ACQUISITION

ACQUISITION	9 Months Ended
	Sep. 30, 2017
Business Combinations [Abstract]
ACQUISITION	NOTE 12 – ACQUISITION On July 31, 2017, we acquired 100% of the capital stock of Lewis & Clark, Pharmaceuticals, Inc., a Virginia Corporation (“L&C”), pursuant to the terms of a share exchange agreement (“Agreement”) dated July 31, 2017 (“Closing Date”), by and among, the Company, L&C, certain principals of L&C (the “Principals”) and all of the existing shareholders of L&C (“Shareholders”). As consideration for the acquisition of L&C, the Company agreed to issue an aggregate of 7,122,172 shares of the Company’s common stock (“Payment Shares”) to the Shareholders, accounting for, subsequent to the closing of the transaction, the Shareholders owning 50% of the issue and outstanding capital stock of the Company (including common shares issuable upon conversion of the Company’s outstanding preferred stock). The shares issued for the acquisition of L&C have been valued at $2,492,760. The Principals have agreed to establish escrow accounts with respect to an aggregate of 973,251 of the Payment Shares pursuant to a share escrow agreement (“Escrow Agreement”) in order to satisfy certain indemnification obligations to the extent such may arise under the Agreement for the benefit of the Company, its shareholders, and its personnel. The Agreement contains certain customary indemnification provisions with respect to the Company one on hand and L&C and the Principals, on the other hand. Additionally, pursuant to the Agreement, all Shareholders that receive at least 5% of the Payment Shares (at least 356,109 shares) (including any shares held in escrow) agree to vote such shares in accordance with the recommendation of the Company’s board of directors (“Board”) with respect to any matter to be voted upon by shareholders of the Company for a period of eighteen (18) months from the Closing Date. Furthermore, each Shareholder agrees that for a period of eighteen (18) months from the Closing Date, it will not sell or transfer any of the Payment Shares it receives pursuant to the Agreement, except that if a Shareholder is employed by the Company, it may sell up to five percent (5%) of Payment Shares it receives on each ninety (90) day period following the one (1) year anniversary of the Closing Date. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values is as follows (in thousands): Cash $ 23 Prepaid expenses 3 Equipment 353 Goodwill 2,159 Total assets acquired 2,538 Accounts payable and other liabilities (45 ) Total $ 2,493 The above estimated fair value of the intangible assets of L&C is based on a preliminary purchase price allocation prepared by management. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the preliminary purchase price allocation period, we record adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period in our operating results in the period in which the adjustments were determined. Pro forma results The following tables set forth the unaudited pro forma results of the Company as if the acquisition of L&C had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of the first day of the periods presented. September 30, 2017 2016 Revenue $ — $ — Net loss (6,179 ) (2,828 ) Net loss per share (0.71 ) (0.33 ) The amounts of revenue and loss of L&C since the acquisition date included in the consolidated statement of operations for the nine months ended September 30, 2017 are approximately $0 and ($149,000), respectively.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13 – SUBSEQUENT EVENTS Subsequent to September 30, 2017: ● We issued 503,340 shares of common stock upon the conversion of debentures aggregating $38,692. ● Our board of directors (“Board”) approved the 2017 Equity Compensation Plan (“Plan). The Plan permits the granting of up to 2,000,000 shares of our common stock through the issuance of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Stock Appreciation Rights, Restricted Stock Units, Performance Units, Performance Shares, and Other Stock Based Awards to our employees, directors, officers, and consultants.

SUMMARY OF CRITICAL ACCOUNTIN21

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Policies)	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. The unaudited interim 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 financial statements as of and for the three and nine months ended September 30, 2017 and 2016 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 nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any future period. All references to September 30, 2017 and 2016 in these footnotes are unaudited.
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 preferred stock with anti-dilution provisions, and related warrants. 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. These unaudited condensed financial statements should be read in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2016, included in the Company’s annual report on Form 10-K filed with the SEC on April 17, 2017. The condensed balance sheet as of December 31, 2016 has been derived from the audited financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America.
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. 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 manufacturing, clinical trials, employee compensation and consulting costs and expenses. We incurred research and development expenses of approximately $0.4 million and $0.4 million for the three months ended September 30, 2017 and 2016, respectively. We incurred research and development expenses of approximately $1.3 million and $1.0 million for the nine months ended September 30, 2017 and 2016, respectively.
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 September 30, 2017 and 2016, as they would be anti-dilutive: Nine months ended September 30, 2017 2016 Shares underlying options outstanding 364,516 265,863 Shares underlying warrants outstanding 4,511,914 1,335,466 Shares underlying convertible preferred stock outstanding 4,770,370 411,806 Shares underlying convertible notes outstanding 34,835,228 — 44,482,028 2,013,135
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. Based upon ASC 840-15-25 (EITF Issue 00-19, paragraph 11) the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding preferred stock. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date wherein instruments with the earliest issuance date would be settled first. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares. Using this sequencing policy, all instruments convertible into common stock, including warrants and the conversion feature of notes payable, issued subsequent to December 25, 2015 are derivative liabilities. The Company values these 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 Measurements	Fair Value Measurements Valuation Hierarchy - GAAP 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: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: 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: 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 convertible preferred stock with anti-dilution provisions, and related warrants, as of September 30, 2017. The table below summarizes the fair values of our financial liabilities as of September 30, 2017 (in thousands): Fair Value at September 30, Fair Value Measurement Using 2017 Level 1 Level 2 Level 3 Derivative liability $ 3,338 $ — $ — $ 3,338 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the nine months ended September 30, 2017 (in thousands): Balance at beginning of period $ 2,541 Additions to derivative instruments, net 4,568 Reclassification on conversions and expiration (368 ) Gain on change in fair value of derivative liability (3,403 ) Balance at end of period $ 3,338
Stock-Based Compensation	Stock-Based Compensation We measure the cost of employee services received in exchange for equity awards based on the grant-date fair value of the awards. All awards under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee is required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to non-employees is determined in accordance with the fair value of the consideration received or the fair value of the equity instruments issued, whichever is a more reliable measurement. Compensation expense for awards granted to non-employees is re-measured on each accounting period. Determining the appropriate fair value of stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based compensation and the volatility of our stock price. We use the Black-Scholes option-pricing model to value our stock option awards which incorporates our stock price, volatility, U.S. risk-free interest rate, dividend rate, and estimated life.
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 nine months ended September 30, 2017 that are of significance or potential significance to the Company. In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting”, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. If an award is not probable of vesting at the time a change is made, the new guidance clarifies that no new measurement date will be required if there is no change to the fair value, vesting conditions, and classification. This ASU will be applied prospectively and is effective for fiscal years beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. The Company does not expect this standard to have a material impact on its financial statements.

SUMMARY OF CRITICAL ACCOUNTIN22

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Tables)	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Schedule of weighted average shares outstanding	The following potentially dilutive securities have been excluded from the computations of weighted average shares outstanding as of September 30, 2017 and 2016, as they would be anti-dilutive: Nine months ended September 30, 2017 2016 Shares underlying options outstanding 364,516 265,863 Shares underlying warrants outstanding 4,511,914 1,335,466 Shares underlying convertible preferred stock outstanding 4,770,370 411,806 Shares underlying convertible notes outstanding 34,835,228 — 44,482,028 2,013,135
Schedule of fair values of financial liabilities	The table below summarizes the fair values of our financial liabilities as of September 30, 2017 (in thousands): Fair Value at Fair Value Measurement Using 2017 Level 1 Level 2 Level 3 Derivative liability $ 3,338 $ — $ — $ 3,338
Schedule of fair value of derivative liability on recurring basis	The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the nine months ended September 30, 2017 (in thousands): Balance at beginning of period $ 2,541 Additions to derivative instruments, net 4,568 Reclassification on conversions and expiration (368 ) Gain on change in fair value of derivative liability (3,403 ) Balance at end of period $ 3,338

SUPPLEMENTAL CASH FLOW INFORM23

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2017
Supplemental Cash Flow Information [Abstract]
Schedule of additional information of cash flow	The following table contains additional information for the periods reported (in thousands). Nine Months Ended September 30, 2017 2016 Non-cash financial activities: Derivative liability issued 4,604 — Preferred stock and warrants issued for fees 5 — Net assets and liabilities recognized with the acquisition of Lewis and Clark Pharmaceuticals, Inc. 2,493 — Accounts payable paid through issuance of debentures 70 — Debentures issued to retire preferred stock 2,504 — Debentures converted to common stock 38 —

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	9 Months Ended
	Sep. 30, 2017
Accrued Liabilities, Current [Abstract]
Schedule of accrued expenses	Accrued expenses consist of the following (in thousands): September 30, December 31, 2017 2016 Accrued compensation and benefits $ 707 $ 62 Accrued research and development 133 126 Accrued other 253 196 Total accrued expenses $ 1,093 $ 384

DERIVATIVE LIABILITY (Tables)

DERIVATIVE LIABILITY (Tables)	9 Months Ended
	Sep. 30, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of black scholes valuations of derivatives	The significant assumptions used in the Black Scholes valuations of the derivatives at September 30, 2017 are as follows: 2017 Volatility 124%-401% Expected term (years) 1 - 55 months Risk-free interest rate 0.99% -1.92% Dividend yield None During the nine months ended September 30, 2016, we recorded a gain of approximately $0.4 million related to the change in fair value of the derivative liability during the period. 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 valuation of the derivative are as follows: 2016 Volatility 85% Expected term (years) 10 months Risk-free interest rate 0.64% Dividend yield None

STOCK OPTIONS (Tables)

STOCK OPTIONS (Tables)	9 Months Ended
	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of stock-based compensation expense	Total stock-based compensation expense recognized for stock options issued using the straight-line method in the statement of operations for the nine months ended September 30, 2017 and 2016 was as follows: Nine months ended September 30, 2017 2016 Research and development $ 111 $ 21 General and administrative 63 49 $ 174 $ 70
Schedule of stock option activity	The following table summarizes stock option activity for the nine months ended September 30, 2017: Number of Weighted- Weighted-average Aggregate Outstanding at December 31, 2016 268,877 $ 24.15 Granted 104,747 $ 0.54 Forfeited (9,108 ) $ 62.05 Outstanding at September 30, 2017 364,516 $ 7.71 4.6 $ — Exercisable at September 30, 2017 184,296 $ 12.76 3.3 $ —
Schedule of weighted-average assumptions using black-scholes option-pricing model	The following table summarizes weighted-average assumptions using the Black-Scholes option-pricing model used on the date of the grants issued during the nine months ended September 30, 2017 and 2016: Nine months ended September 30, 2017 2016 Volatility 128.5 % 90.9 % Expected term (years) 3.2 1.9 Risk-free interest rate 1.41 % 1.0 % Dividend yield 0 % 0 %

WARRANTS (Tables)

WARRANTS (Tables)	9 Months Ended
	Sep. 30, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of transactions involving of warrants	Transactions involving our warrants are summarized as follows: Number of Weighted- Weighted-average Aggregate Outstanding at December 31, 2016 5,203,436 $ 4.56 Issued 1,238,479 0.12 Expired (1,930,001 ) $ 1.93 Outstanding at September 30, 2017 4,511,914 $ 3.94 2.3 $ 74 Exercisable at September 30, 2017 4,506,503 $ 3.94 2.3 $ 74
Schedule of outstanding warrants to purchase common stock	The following table summarizes outstanding common stock purchase warrants as of September 30, 2017: Number of shares Weighted- average exercise price Expiration Issued to consultants 104,213 $ 7.24 January 2018 through August 2023 Issued pursuant to 2013 financings 155,819 $ 61.11 December 2017 through August 2018 Issued pursuant to 2014 financings 96,412 $ 34.50 June 2019 Issued pursuant to 2015 financings 460,384 $ 8.40 July 2020 through December 2020 Issued pursuant to 2016 financings 2,800,006 $ 0.08 December 2017 through December 2021 Issued pursuant to 2017 financings 895,080 $ 0.08 March 2018 through April 2022 4,511,914

ACQUISITION (Tables)

ACQUISITION (Tables)	9 Months Ended
	Sep. 30, 2017
Business Combinations [Abstract]
Schedule of final accounting	The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values is as follows (in thousands): Cash $ 23 Prepaid expenses 3 Equipment 353 Goodwill 2,159 Total assets acquired 2,538 Accounts payable and other liabilities (45 ) Total $ 2,493
Schedule of pro forma result of acquisition	The following tables set forth the unaudited pro forma results of the Company as if the acquisition of L&C had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of the first day of the periods presented. September 30, 2017 2016 Revenue $ — $ — Net loss (6,179 ) (2,828 ) Net loss per share (0.71 ) (0.33 )

BACKGROUND (Details Narrative)

BACKGROUND (Details Narrative)	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of reverse stock split	1:30

MANAGEMENT'S PLANS TO CONTINU30

MANAGEMENT'S PLANS TO CONTINUE AS A GOING CONCERN (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Management Plans to Continue as Going Concern [Abstract]
Accumulated deficit	$ (54,461)	$ (48,820)
Cash and cash equivalents	$ 18	$ 547	$ 330	$ 2,465

SUMMARY OF CRITICAL ACCOUNTIN31

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details) - shares	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Shares underlying, outstanding	44,482,028	2,013,135
Convertible Notes Payable [Member]
Shares underlying, outstanding	34,835,228
Series A 0% Convertible Preferred Stock [Member]
Shares underlying, outstanding	4,770,370	411,806
Warrant [Member]
Shares underlying, outstanding	4,511,914	1,335,466
Employee Stock Option [Member]
Shares underlying, outstanding	364,516	265,863

SUMMARY OF CRITICAL ACCOUNTIN32

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 1) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Derivative liability	$ 3,338	$ 2,541
Fair Value, Inputs, Level 1 [Member]
Derivative liability
Fair Value, Inputs, Level 2 [Member]
Derivative liability
Fair Value, Inputs, Level 3 [Member]
Derivative liability	$ 3,338

SUMMARY OF CRITICAL ACCOUNTIN33

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 2) $ in Thousands	9 Months Ended
	Sep. 30, 2017USD ($)
Accounting Policies [Abstract]
Balance at beginning of year	$ 2,541
Additions to derivative instruments, net	4,568
Reclassification on conversions and expiration	(368)
Gain on change in fair value of derivative liability	(3,403)
Balance at end of year	$ 3,338

SUMMARY OF CRITICAL ACCOUNTIN34

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Accounting Policies [Abstract]
Research and development	$ 384	$ 379	$ 1,349	$ 1,025

SUPPLEMENTAL CASH FLOW INFORM35

SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Non-cash financial activities:
Derivative liability issued	$ 4,604
Preferred stock and warrants issued for fees	5
Net assets and liabilities recognized with the acquisition of Lewis and Clark Pharmaceuticals, Inc.	2,493
Accounts payable paid through issuance of debentures	70
Debentures issued to retire preferred stock	2,504
Debentures converted to common stock	$ 38

ACCRUED EXPENSES (Details)

ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Accrued Liabilities, Current [Abstract]
Accrued compensation and benefits	$ 707	$ 62
Accrued research and development	133	126
Accrued other	253	196
Total accrued expenses	$ 1,093	$ 384

DERIVATIVE LIABILITY (Details)

DERIVATIVE LIABILITY (Details)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Volatility		85.00%
Expected term (years)		10 months
Risk-free interest rate		0.64%
Dividend yield
Minimum [Member]
Volatility	124.00%
Expected term (years)	1 month
Risk-free interest rate	0.99%
Maximum [Member]
Volatility	401.00%
Expected term (years)	55 months
Risk-free interest rate	1.92%

DERIVATIVE LIABILITY (Details N

DERIVATIVE LIABILITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Finance cost	$ 200
Gain on change in fair value of the derivative liability	3,400	$ 400
Derivative liability	$ 3,338		$ 2,541
Series A Preferred Stock [Member]
Conversion price per share	$ 0.53
Series B Preferred Stock [Member]
Finance cost	$ 1,700
Exercise price of warrants (in dollars per share)	$ 0.08
Series C Preferred Stock [Member]
Conversion price per share	0.08
Exercise price of warrants (in dollars per share)	$ 0.08

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Feb. 28, 2017	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Rent expenses		$ 19	$ 44
Option excersice price (in dollars per share)		$ 7.71		$ 24.15
Gross proceeds from capital raising transactions		$ 25,000
Dr. Richerson [Member] | Separation Agreement [Member]
Warrants issued to purchase common stock	76,726
Exercise price (in dollars per share)	$ 0.75
Option excersice price (in dollars per share)	$ 0.75
Warrant expiration period	3 years 6 months

CAPITAL STOCK AND STOCKHOLDER40

CAPITAL STOCK AND STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Sep. 12, 2017	Jul. 31, 2017	Sep. 30, 2017	Apr. 30, 2017	Mar. 31, 2017	Apr. 30, 2017	Sep. 30, 2017	Jun. 30, 2017	Dec. 31, 2016
Number of shares issued upon conversion			223,585				223,585
Preferred stock, par value (in dollars per share)			$ 0.0001				$ 0.0001		$ 0.0001
Exchange Agreement [Member] | Investors [Member]
Principal amount of senior convertible debentures	$ 2,500,000
Lewis & Clark Pharmaceuticals, Inc. [Member]
Stock issued during period, shares		7,122,172
Percentage of shares acquired		100.00%
Warrant [Member]
Number of common shares purchased			800,019				800,019	800,019
Common Stock [Member]
Number of shares converted			331,000
Amount of shares converted			$ 37,995
Number of conversion convertible debentures (in shares)							223,585
Series C 0% Convertible Preferred Stock [Member]
Stock issued during period, shares				90.4	290.4
Value of number of shares issued					$ 200
Conversion price (in dollars per share)				$ 0.75	$ 0.75
Number of shares issued upon conversion			387,251	120,578		120,578	387,251
Number of common shares purchased								266,673
Preferred stock, par value (in dollars per share)			$ 1,000	$ 1,000		$ 1,000	$ 1,000	$ 1,000
Securities sold				90,431
Series M Common Stock Purchase Warrants [Member]
Exercise price (in dollars per share)				$ 0.90		$ 0.90		$ 0.90
Warrant expiration period				5 years	5 years	5 years
Number of shares issued upon conversion				120,578		120,578
Number of common shares purchased				387,251		387,251		266,673
Series N Common Stock Purchase Warrants [Member]
Exercise price (in dollars per share)				$ 0.75		$ 0.75		$ 0.75
Warrant expiration period				6 months	6 months	6 months
Number of shares issued upon conversion				120,578		120,578
Number of common shares purchased				387,251		387,251		266,673
Series O Common Stock Purchase Warrants [Member]
Exercise price (in dollars per share)				$ 0.75		$ 0.75		$ 0.75
Warrant expiration period				12 months	12 months	12 months
Number of shares issued upon conversion				120,578		120,578
Number of common shares purchased				387,251		387,251		266,673
Series A Preferred Stock [Member]
Number of shares converted							79.5
Series A Preferred Stock [Member] | Exchange Agreement [Member] | Series A 0% Convertible Preferred Stock [Member] | Investors [Member]
Number of shares converted	1,614.8125
Amount of shares converted	$ 1,600,000
Series B Preferred Stock [Member]
Exercise price (in dollars per share)			$ 0.08				$ 0.08
Number of shares converted							39
Series B Preferred Stock [Member] | Exchange Agreement [Member] | Series B 0% Convertible Preferred Stock [Member] | Investors [Member]
Number of shares converted	890

STOCK OPTIONS (Details)

STOCK OPTIONS (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Total stock-based compensation expense	$ 174	$ 70
Research And Development [Member]
Total stock-based compensation expense	111	21
General And Administrative [Member]
Total stock-based compensation expense	$ 63	$ 49

STOCK OPTIONS (Details 1)

STOCK OPTIONS (Details 1)	9 Months Ended
	Sep. 30, 2017$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at begenning | shares	268,877
Granted | shares	104,747
Forfeited | shares	(9,108)
Outstanding at ending | shares	364,516
Exercisable at ending | shares	184,296
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Outstanding at begenning | $ / shares	$ 24.15
Granted | $ / shares	0.54
Forfeited | $ / shares	62.05
Outstanding at ending | $ / shares	7.71
Exercisable at ending | $ / shares	$ 12.76
Share-based Compensation Arrangement by Share-based Payment Award, Options, Weighted Average Remaining Contractual Term [Roll Forward]
Outstanding at ending	4 years 7 months 6 days
Exercisable at ending	3 years 3 months 18 days

STOCK OPTIONS (Details 2)

STOCK OPTIONS (Details 2)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Volatility	128.50%	90.90%
Expected term (years)	3 years 2 months 12 days	1 year 10 months 24 days
Risk-free interest rate	1.41%	1.00%
Dividend yield	0.00%	0.00%

STOCK OPTIONS (Details Narrativ

STOCK OPTIONS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Employee Stock Option [Member]
Weighted average fair value of the options granted	$ 0.59	$ 2.10
Non-Employee Director [Member] | Employee Stock Option [Member]
Number of options granted	8,837	5,300
Employee [Member] | Employee Stock Option [Member]
Number of options granted	95,910	11,833
2007 Executive Compensation Plan [Member]
Total unrecognized compensation cost	$ 121
2007 Executive Compensation Plan [Member] | Subsequent Event [Member]
Total unrecognized compensation cost			$ 12	$ 12	$ 68	$ 29

WARRANTS (Details)

WARRANTS (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2017USD ($)$ / sharesshares
Weighted-average remaining contractual term [Roll Forward]
Exercisable at ending	3 years 3 months 18 days
Warrant [Member]
Number of shares [Roll Forward]
Outstanding at beginning | shares	5,203,436
Issued | shares	1,238,479
Expired | shares	1,930,001
Outstanding at ending | shares	4,511,914
Exercisable at ending | shares	4,506,503
Weighted-average exercise price [Roll Forward]
Outstanding at beginning | $ / shares	$ 4.56
Issued | $ / shares	0.12
Expired | $ / shares	1.93
Outstanding at ending | $ / shares	3.94
Exercisable at ending | $ / shares	$ 3.94
Weighted-average remaining contractual term [Roll Forward]
Outstanding at ending	2 years 3 months 18 days
Exercisable at ending	2 years 3 months 18 days
Aggregate intrinsic value [Roll Forward]
Outstanding at ending | $	$ 74
Exercisable at ending | $	$ 74

WARRANTS (Details 1)

WARRANTS (Details 1) - Warrant [Member]	9 Months Ended
	Sep. 30, 2017$ / sharesshares
Number of shares	4,511,914
Financing 2013 [Member]
Number of shares	155,819
Weighted Average Exercise price | $ / shares	$ 61.11
Expiration date begenning	2017-12
Expiration date ending	2018-08
Financing 2014 [Member]
Number of shares	96,412
Weighted Average Exercise price | $ / shares	$ 34.50
Expiration date ending	2019-06
Financing 2015 [Member]
Number of shares	460,384
Weighted Average Exercise price | $ / shares	$ 8.40
Expiration date begenning	2020-07
Expiration date ending	2020-12
Financing 2016 [Member]
Number of shares	2,800,006
Weighted Average Exercise price | $ / shares	$ 0.08
Expiration date begenning	2017-12
Expiration date ending	2021-12
Financings 2017 [Member]
Number of shares	895,080
Weighted Average Exercise price | $ / shares	$ 0.08
Expiration date begenning	2018-03
Expiration date ending	2022-04
Consultant [Member]
Number of shares	104,213
Weighted Average Exercise price | $ / shares	$ 7.24
Expiration date begenning	2018-01
Expiration date ending	2023-08

WARRANTS (Details Narrative)

WARRANTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Feb. 28, 2017	Apr. 30, 2017	Mar. 31, 2017	Apr. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Jun. 30, 2017
Total stock-based compensation expense					$ 30	$ 0
Series M Common Stock Purchase Warrants [Member]
Exercise price (in dollars per share)		$ 0.90		$ 0.90			$ 0.90
Warrant expiration period		5 years	5 years	5 years
Number of common shares purchased		387,251		387,251			266,673
Series N Common Stock Purchase Warrants [Member]
Exercise price (in dollars per share)		$ 0.75		$ 0.75			$ 0.75
Warrant expiration period		6 months	6 months	6 months
Number of common shares purchased		387,251		387,251			266,673
Series O Common Stock Purchase Warrants [Member]
Exercise price (in dollars per share)		$ 0.75		$ 0.75			$ 0.75
Warrant expiration period		12 months	12 months	12 months
Number of common shares purchased		387,251		387,251			266,673
Dr. Richerson [Member] | Separation Agreement [Member]
Warrants issued to purchase common stock	76,726
Exercise price (in dollars per share)	$ 0.75
Warrant expiration period	3 years 6 months

CONVERTIBLE DEBENTURES (Details

CONVERTIBLE DEBENTURES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Sep. 12, 2017	Sep. 30, 2017	Sep. 30, 2016
Proceeds from debt		$ 250
Series A Preferred Stock [Member]
Number of shares converted		79.5
Conversion price		$ 0.53
Series B Preferred Stock [Member]
Number of shares converted		39
Convertible debentures [Member]
Conversion price	$ 0.33
Exchange Agreement [Member] | Investors [Member]
Principal amount of senior convertible debentures	$ 2,500,000
Exchange Agreement [Member] | Series A 0% Convertible Preferred Stock [Member] | Series A Preferred Stock [Member] | Investors [Member]
Number of shares converted	1,614.8125
Amount of shares converted	$ 1,600,000
Exchange Agreement [Member] | Series B 0% Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | Investors [Member]
Number of shares converted	890
Exchange Agreement [Member] | Convertible debentures [Member]
Payment or cancellation debt	$ 70
Proceeds from debt	320
Received cash from debt	$ 250
Maturity date	Sep. 12, 2018
Discreiption of convertible debentures		The Debentures to be issued to the Investors (i) are non-interest bearing, (ii) have a maturity date of September 12, 2018 and (iii) are convertible into shares of common stock (“Common Stock”) of the Company 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 Debentures will have a conversion price equal to the lesser of (i) $0.33 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.
Percentage of outstanding debentures		67.00%
Percentage of partial liquidated damages fee for each investor		2.00%
Registration Rights Agreement [Member] | Convertible debentures [Member]
Percentage of partial liquidated damages fee for each investor		1.50%
Percentage of securities issued investors		50.10%

ACQUISITION (Details)

ACQUISITION (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Jul. 31, 2017	Dec. 31, 2016
Goodwill	$ 2,159
Share Exchange Agreement [Member] | Lewis & Clark Pharmaceuticals, Inc. [Member]
Cash		$ 23
Prepaid expenses		3
Equipment		353
Goodwill		2,159
Total assets acquired		2,538
Accounts payable and other liabilities		(45)
Total		$ 2,493

ACQUISITION (Details 1)

ACQUISITION (Details 1) - Share Exchange Agreement [Member] - Lewis & Clark Pharmaceuticals, Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Revenue
Net loss	$ (6,179)	$ (2,828)
Net loss per share (in dollars per share)	$ (0.71)	$ (0.33)

ACQUISITION (Details Narrative)

ACQUISITION (Details Narrative) - Lewis & Clark Pharmaceuticals, Inc. [Member] - USD ($) $ in Thousands	Jul. 31, 2017	Sep. 30, 2017
Percentage of ownership acquired	100.00%
Share Exchange Agreement [Member]
Percentage of ownership acquired	100.00%
Number of shars issued upon acquistion (Purchase consideration)	7,122,172
Number of shares issued upon acquistion, value (Purchase consideration)	$ 2,492,760
Number of shares received by shareholders (5% of the payment shares)	356,109
Value of revenue and loss		$ 0
Value of revenue and loss		$ (149,000)
Escrow Agreement [Member]
Number of shares held in escrow account	$ 973,251

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] $ in Thousands	Oct. 02, 2017USD ($)shares
Number of shares converted	503,340
Value of shares converted | $	$ 38,692
2017 Equity Compensation Plan [Member]
Maximum number of shares granted	2,000,000