Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 07, 2021 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Inspyr Therapeutics, Inc. | |
Entity Central Index Key | 0001421204 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Entity Incorporation State Country Code | DE | |
Entity File Number | 000-55331 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 515,211,219 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 758 | $ 404 |
Total current assets | 758 | 404 |
Total assets | 758 | 404 |
Current liabilities: | ||
Accounts payable | 1,953 | 2,261 |
Accrued expenses | 1,957 | 1,940 |
Convertible debentures, net of unamortized discount of $543 and $488 | 358 | 1,878 |
Derivative liability | 25,829 | 6,828 |
Total current liabilities | 30,097 | 12,907 |
Total liabilities | 30,097 | 12,907 |
Commitments and contingencies (Note 7) | 0 | 0 |
Stockholders' deficit: | ||
Convertible preferred stock | 0 | 0 |
Common stock, par value $.0001 per share; 1,000,000,000 shares authorized, 504,289,776 and 185,625,000 shares issued and outstanding, respectively | 50 | 19 |
Additional paid-in capital | 58,221 | 54,453 |
Accumulated deficit | (87,610) | (66,975) |
Total stockholders' deficit | (29,339) | (12,503) |
Total liabilities and stockholders' deficit | 758 | 404 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Convertible preferred stock | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Convertible preferred stock | 0 | 0 |
Series C Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Convertible preferred stock | 0 | 0 |
Series D Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Convertible preferred stock | 0 | 0 |
Series E Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Convertible preferred stock | 0 | 0 |
Series F Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Convertible preferred stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Net of unamortized discount, convertible debentures | $ 543 | $ 488 |
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 29,978,846 | 29,978,846 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 504,289,776 | 185,625,000 |
Common stock, shares outstanding | 504,289,776 | 185,625,000 |
Series A Preferred Stock [Member] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 1,854 | 1,854 |
Convertible preferred stock, shares issued | 134 | 134 |
Convertible preferred stock, shares outstanding | 134 | 134 |
Series B Preferred Stock [Member] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 1,000 | 1,000 |
Convertible preferred stock, shares issued | 71 | 71 |
Convertible preferred stock, shares outstanding | 71 | 71 |
Series C Preferred Stock [Member] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 300 | 300 |
Convertible preferred stock, shares issued | 290 | 290 |
Convertible preferred stock, shares outstanding | 290 | 290 |
Series D Preferred Stock [Member] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 5,000 | 5,000 |
Convertible preferred stock, shares issued | 5,000 | 5,000 |
Convertible preferred stock, shares outstanding | 5,000 | 5,000 |
Series E Preferred Stock [Member] | ||
Convertible preferred stock, par value (in dollars per share) | $ .0001 | $ .0001 |
Convertible preferred stock, shares authorized | 5,000 | 5,000 |
Convertible preferred stock, shares issued | 5,000 | 5,000 |
Convertible preferred stock, shares outstanding | 5,000 | 5,000 |
Series F Preferred Stock [Member] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ .0001 |
Convertible preferred stock, shares authorized | 8,000 | 8,000 |
Convertible preferred stock, shares issued | 8,000 | 8,000 |
Convertible preferred stock, shares outstanding | 8,000 | 8,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF LOSSES (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 21 | $ 11 |
General and administrative | 169 | 114 |
Total operating expenses | 190 | 125 |
Loss from operations | (190) | (125) |
Other income (expense): | ||
Loss on change in fair value of derivative liability | (21,194) | (727) |
Gain on conversion of debt | 1,166 | 158 |
Interest (expense), net | (417) | (32) |
Loss before provision for income taxes | (20,635) | (726) |
Provision for income taxes | 0 | 0 |
Net loss | $ (20,635) | $ (726) |
Net loss per common share, basic and diluted | $ (0.05) | $ (0.36) |
Weighted average shares outstanding, basic and diluted | 424,954,934 | 2,036,478 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) $ in Thousands | Convertible Preferred Stock | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at beginning at Dec. 31, 2019 | $ 51,957 | $ (60,680) | $ (8,723) | ||
Balance at beginning (in shares) at Dec. 31, 2019 | 5,495 | 623,382 | |||
Conversion of notes | $ 1 | 729 | 730 | ||
Conversion of notes (in shares) | 4,378,375 | ||||
Net loss | (726) | (726) | |||
Balance at ending at Mar. 31, 2020 | $ 1 | 52,686 | (61,406) | (8,719) | |
Balance at ending (in shares) at Mar. 31, 2020 | 5,495 | 5,001,757 | |||
Balance at beginning at Dec. 31, 2020 | $ 19 | 54,453 | (66,975) | (12,503) | |
Balance at beginning (in shares) at Dec. 31, 2020 | 18,495 | 185,625,000 | |||
Conversion of notes | $ 31 | 3,432 | 3,463 | ||
Conversion of notes (in shares) | 318,664,776 | ||||
Director compensation waived | 336 | 336 | |||
Net loss | (20,635) | (20,635) | |||
Balance at ending at Mar. 31, 2021 | $ 50 | $ 58,221 | $ (87,610) | $ (29,339) | |
Balance at ending (in shares) at Mar. 31, 2021 | 18,495 | 504,289,776 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (20,635) | $ (726) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on change in fair value of derivative liability | 21,194 | 727 |
Gain on conversion of debt | (1,166) | (158) |
Amortization of debt discount | 417 | 32 |
Increase in operating liabilities: | ||
Accounts payable and accrued expenses | 44 | (2) |
Cash used in operating activities | (146) | (127) |
Cash flows from investing activities: | ||
Cash used in investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Proceeds from sale of debentures | 500 | 250 |
Cash provided by financing activities | 500 | 250 |
Net increase in cash | 354 | 123 |
Cash, beginning of period | 404 | 23 |
Cash, end of period | $ 758 | $ 146 |
BACKGROUND
BACKGROUND | 3 Months Ended |
Mar. 31, 2021 | |
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 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. Pursuant to our recent termination of license with Ridgeway Therapeutics, Inc. (“Ridgeway”), we reacquired the rights to certain intellectual property, discussed above, and are currently focusing on a pipeline of small molecule adenosine receptor modulators. 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. During March 2020, we sold approximately $250,000 of debt securities and in October 2020, we sold $500,000 of debt securities for cash. In January 2021, we sold an additional $500,000 of debt securities for cash. 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. Termination of License Agreement On October 5, 2020, the Company entered into an agreement with Ridgeway Therapeutics, Inc. (“Termination Agreement”) whereby the parties terminated the licensing agreement previously entered into on August 3, 2018 (“Licensing Agreement”), whereby the Company had previously licensed certain technologies related to targeting adenosine receptor antagonists for the treatment of cancer (the “Licensed Assets”). As a result of the Termination Agreement, the Company reacquired full ownership and worldwide rights to all of the Licensed Assets as well as any improvements made thereto. In exchange for entering into the Termination Agreement, the Company issued to Ridgeway: (i) sixty-five million shares (“Common Shares”) of the Company’s common stock, (“Common Stock”), and (ii) 8,000 shares of Series F 0% Convertible Preferred Stock (“Series F Preferred Stock”). Additionally, we have agreed to pay certain expenses and costs of Ridgeway’s aggregating approximately $25,000. The Company has filed a certificate of designation (“COD”) with the Secretary of State of the State of Delaware that contains the rights, preferences, and privileges of the Series F Preferred Stock. Pursuant to the COD, each share of Series F Preferred Stock has a stated value of $10.00 per share and is convertible into Common Stock at any time at the election of the holder. In the aggregate, all of the Series F Preferred Stock issued to Ridgeway is convertible into such number of shares of Common Stock equal to eighty percent (80%) of the issued and outstanding shares of Common Stock, post-conversion, on the conversion date (taking into effect any forward or reverse stock splits or consolidations). The Series F Preferred Stock votes on an as if converted to common stock basis. Additionally, upon the Company’s outstanding Convertible Debentures (as such term is defined in the COD) being terminated, converted, or otherwise extinguished, the Series F Preferred Stock will automatically convert into Common Stock. Pursuant to the Termination Agreement, in the event that the Company is unable to secure equity financing resulting in aggregate gross proceeds to the Company of at least $5,000,000 by October 5, 2023, or in the event that the Company ceases its operations, then the Termination Agreement will be deemed terminated and the Licensing Agreement will be reinstated in exchange for the return of the Common Shares and Series F Preferred Stock. As a result of the issuance of the Common Shares and Series F Preferred Stock, Ridgeway Therapeutics became the owner of approximately 54.14% of the Company’s issued and outstanding Common Stock. Furthermore, by virtue of the issuance of the Series F Preferred Stock, Ridgeway will vote on an as if converted to common stock basis which shall be equal to eighty percent (80%) of the issued and outstanding Common Stock post-conversion. Accordingly, the board of directors of the Company has determined that a change in control of the registrant has occurred. The Company did not have a prior relationship with Ridgeway, or any of its principals, except pursuant to the terms contained in the Termination Agreement and its previous relationship under the Licensing Agreement. |
MANAGEMENT'S PLANS TO CONTINUE
MANAGEMENT'S PLANS TO CONTINUE AS A GOING CONCERN | 3 Months Ended |
Mar. 31, 2021 | |
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 Basis of Presentation 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 $29.3 million and we have an accumulated deficit of $87.6 million as of March 31, 2021. 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 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 March 31, 2021 were approximately $758,000, representing 100% of our total assets. We had curtailed substantially all operations in February 2018. Based on our current expected level of operating expenditures, and including approximately $250,000 that we raised in March 2020, $500,000 that we raised in October 2020 and $500,000 that we raised in January 2021, pursuant to the sale of our senior convertible debentures, we expect to be able to fund our operations into the second quarter of 2022. We will require additional cash to fund and continue our operations beyond that point. This period could be shortened if there are any unanticipated increases in planned spending on development programs or other unforeseen events. We anticipate raising additional funds through collaborative arrangements, licensing agreements, public or private sales of debt or equity securities, or some combination thereof. There is no assurance that any such arrangement will be entered into or that financing will be available when needed in order to allow us to continue our operations, or if available, on terms favorable or acceptable to us. In the event additional financing is not obtained, we may pursue cost cutting measures as well as explore the sale of 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 second quarter of 2022. 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 | 3 Months Ended |
Mar. 31, 2021 | |
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 months ended March 31, 2021 and 2020 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 months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future period. All references to March 31, 2021 and 2020 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, 2020, included in the Company’s annual report on Form 10-K filed with the SEC on March 31, 2021. The consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America. Principles of Consolidation The consolidated financial statements include the accounts of the parent company, Inspyr Therapeutics, Inc., and its wholly-owned subsidiary, Lewis & Clark Pharmaceuticals, Inc. 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 toxicology and other studies, manufacturing, clinical trials, compensation and consulting costs. We incurred research and development expenses of $0.02 million and $0.01 million for the three months ended March 31, 2021 and 2020, respectively. Cash Equivalents For purposes of the statements of cash flows, we consider all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. We maintain our cash in bank deposit accounts which, at times, may exceed applicable government mandate insurance limits. We have not experienced any losses in our accounts. We did not have any cash equivalents at March 31, 2021 or December 31, 2020. 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 $0.8 million and $0.4 million at March 31, 2021 and December 31, 2020, respectively. As of March 31, 2021 and December 31, 2020, there was no cash over the federally insured limit. Loss per Share Basic loss per share is calculated by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share. The following potentially dilutive securities have been excluded from the computations of weighted average shares outstanding as of March 31, 2021 and 2020, as they would be anti-dilutive: Three Months Ended 2021 2020 Shares underlying options outstanding 176 227 Shares underlying warrants outstanding 2,493 3,229 Shares underlying convertible notes outstanding 74,162,058 3,634,542 Shares underlying convertible preferred stock outstanding 2,024,302,832 263,728 2,098,467,559 3,901,726 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 March 31, 2021 and 2020. The tables below summarize the fair values of our financial liabilities as of March 31, 2021 and December 31, 2020 (in thousands): Fair Value at March 31, Fair Value Measurement Using 2021 Level 1 Level 2 Level 3 Convertible notes $ 875 — — $ 875 Preferred stock 24,954 — — 24,954 Derivative liability $ 25,829 $ — $ — $ 25,829 Fair Value at December 31, Fair Value Measurement Using 2020 Level 1 Level 2 Level 3 Convertible notes $ 2,705 — — $ 2,705 Preferred stock 4,123 — — 4,123 Derivative liability $ 6,828 $ — $ — $ 6,828 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands): Three Months ended 2021 2020 Balance at beginning of year $ 6,828 $ 1,785 Additions to derivative instruments 710 167 Reclassification on conversion (2,903 ) (436 ) Loss on change in fair value of derivative liability 21,194 727 Balance at end of year $ 25,829 $ 2,243 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 three months ended March 31, 2021 that are of significance or potential significance to the Company. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended |
Mar. 31, 2021 | |
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). Three Months Ended 2021 2020 Non-cash financial activities: Common stock issued on conversion of notes payable and derivative liability $ 3,463 $ 729 Debentures converted to common stock 1,965 452 Derivative liability extinguished upon conversion of notes payable 2,903 436 Derivative liability issued 710 167 Accrued directors fees forgiven and credited to paid in capital 336 — There was no cash paid for interest and income taxes for the three months ended March 31, 2021 and 2020. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2021 | |
Accrued Liabilities, Current [Abstract] | |
ACCRUED EXPENSES | NOTE 5 – ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): March 31, December 31, Accrued compensation and benefits $ 1,326 $ 1,326 Accrued research and development 233 233 Accrued other 398 381 Total accrued expenses $ 1,957 $ 1,940 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 and 2020, we recorded loss of approximately $21.2 million and $0.7 million, respectively, related to the change in fair value of the derivative liabilities during the periods. 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 March 31, 2021 are as follows: Volatility 272% - 412 % Expected term (years) 3 - 12 months Risk-free interest rate 0.06% – 0.11 % Dividend yield None As of March 31, 2021 and December 31, 2020, the derivative liability recognized in the financial statements was approximately $25.8 million and $6.8 million, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES Operating Leases Inspyr currently does not have any ongoing leases for office space. It has availability to office space on an as needed basis. Its employees work on a remote basis. There was no rent expense for the three months ended March 31, 2021 and 2020. 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. |
CAPITAL STOCK AND STOCKHOLDERS'
CAPITAL STOCK AND STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK AND STOCKHOLDERS' DEFICIT | NOTE 8 – CAPITAL STOCK AND STOCKHOLDERS’ EQUITY Preferred Stock As of March 31, 2021, there were outstanding 133.8 shares of Series A Preferred Stock, 71 shares of Series B Preferred Stock, 290.4 shares of Series C Preferred Stock, 5,000 shares of Series D Preferred Stock, 5,000 shares of Series E Preferred Stock and 8,000 shares of Series F Preferred Stock. On October 6, 2020, the Company has filed a certificate of designation (“COD”) with the Secretary of State of the State of Delaware that contains the rights, preferences, and privileges of the Series F Preferred Stock. Pursuant to the COD, each share of Series F Preferred Stock has a stated value of $10.00 per share and is convertible into Common Stock at any time at the election of the holder. We issued all 8,000 shares of the Series F stock to Ridgeway Therapeutics, Inc. in connection with the Termination Agreement described in Note 1. In the aggregate, all of the Series F Preferred Stock issued to Ridgeway is convertible into such number of shares of Common Stock equal to eighty percent (80%) of the issued and outstanding shares of Common Stock, post-conversion, on the conversion date (taking into effect any forward or reverse stock splits or consolidations). The Series F Preferred Stock votes on an as if converted to common stock basis. Additionally, upon the Company’s outstanding Convertible Debentures (as such term is defined in the COD) being terminated, converted, or otherwise extinguished, the Series F Preferred Stock will automatically convert into Common Stock. 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 $397.50 per share at March 31, 2021, (ii) our Series B Preferred Stock has been reduced to $0.01 per share at March 31, 2021, (iii) 200 shares of our Series C preferred stock has been reduced to $15.00 per share at March 31, 2021, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $7.50 per share at March 31, 2021. Common Stock During the three months ended March 31, 2021, we issued a total of 318,664,776 shares of common stock, valued at $3,463,757, upon the conversion of $1,964,500 principal amount of our convertible debentures. We recorded gain on conversion of debt of $1,166,109 during the three months ended March 31, 2021. During the three months ended March 31, 2021, we entered into settlement and release agreements with two of our independent directors for the settlement of past due director fees and the mutual release of all claims. Pursuant to the agreements, the directors agreed to waive an aggregate of $435,667 in outstanding director fees in exchange for the following: (i) the aggregate payment of $100,000 (of which $50,000 was paid in November 2020 and $50,000 in February 2021) and (ii) immediately prior to the announcement that the Company has received approval from the FDA to commence its first Phase 1 clinical trial after March 1, 2021, common stock purchase options with an aggregate Black Scholes’ value of $80,000, having an exercise price equal to the closing price on the day preceding the announcement, and a term of 10 years. The difference between the amount waived of $435,667 and the cash paid of $100,000 has been credited to paid in capital during the three months ended March 31, 2021. During the three months ended March 31, 2020, we issued a total of 4,378,375 shares of common stock, valued at $729,675, upon the conversion of $451,662 principal amount of our convertible debentures. We recorded gain on conversion of debt of $157,967 during the three months ended March 31, 2020. |
CONVERTIBLE DEBENTURES AND NOTE
CONVERTIBLE DEBENTURES AND NOTES | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBENTURES AND NOTES | NOTE 9 – CONVERTIBLE DEBENTURES AND NOTES January 2021 Debenture On January 12, 2021, we sold a $500,000 senior convertible debenture (“Debenture”) for (i) $500,000 for cash to an existing institutional investor (the “Investor”) of the Company. The Debenture (i) is non-interest bearing, (ii) has a maturity date of January 12, 2022, (iii) is 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 9.99%, and (iv) has a conversion price equal to the lesser of $0.33 and 85% of the lowest Volume Weighted Average Price (VWAP) during the five (5) Trading Days immediately prior to the conversion date , The Debenture also contains provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions. The Investor also has the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the Debentures contains 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 Debenture is no longer outstanding. Additionally, the Company has the option to redeem some or all of the Debenture for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the Debenture. We recorded an initial derivative liability of $709,835 related to the fair value of the derivative liability associated with the debenture. We recorded debt discount of $500,000, which will be amortized to interest expense over the term of the debenture, and we charged $209,835 to interest expense upon issue. We have amortized $106,849 of discount to interest expense during the three months ended March 31, 2021. Unamortized discount at March 31, 2021 was $393,151. October 2020 Debentures On October 23, 2020, the Company sold an aggregate of $600,000 of senior convertible debentures (“Debentures”) for (i) $500,000 in cash and (ii) $100,000 in cancellation of outstanding indebtedness to existing accredited and institutional investors (the “Investors”) of the Company. The Debentures (i) are non-interest bearing, (ii) have a maturity date of October 23, 2021, (iii) are convertible into shares of common stock (“Common Stock”) of the Company at the election of the Investors at any time, subject to a beneficial ownership limitation of 9.99%, and (iv) have a conversion price equal to the lesser of (i) $0.33 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. During the three months ended March 31, 2021, $333,390 of debenture have been converted to common stock and $266,610 remains outstanding at March 31, 2021. We had recorded debt discount of $600,000 related to the debentures, which will be amortized to interest expense over the term of the debentures. We have amortized $99,598 of discount to interest expense during the three months ended March 31, 2021, and $237,934 has been charged off against gain upon the conversion of the debentures. Unamortized discount at March 31, 2021 was $149,968. March 2020 Debentures On March 6, 2020, the Company sold an aggregate of $250,000 of senior convertible debentures (the “March 2020 Debentures”) for cash to existing accredited institutional investors of the Company (the “March 2020 Offering”). The March 2020 Debentures issued (i) are non-interest bearing, (ii) have a maturity date of July 16, 2020 and (iii) are convertible into shares of common stock of the Company at the election of the Investor at any time, subject to a beneficial ownership limitation of 9.99%. The March Debentures have a conversion price equal to the lesser of (i) $0.33 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. The maturity date of the debentures has been extended to June 30, 2021. The debentures were fully converted to common stock during the three months ended March 31, 2021. November 2019 Debentures Sabby Volatility Warrant Master Fund, Ltd. has paid certain of our accounts payable in the amount of $26,235. We issued $26,235 in new debentures with substantially the same terms as those issued in our Debenture Offerings. The debentures were issued in November 2019. The debentures originally matured November 20, 2020. The maturity date of the debentures has been extended to June 30, 2021. The debentures were fully converted to common stock during the three months ended March 31, 2021. October 2019 Debentures Effective September 30 2019, Sabby Healthcare Master Fund, Ltd and Sabby Volatility Warrant Master Fund, Ltd. waived certain events of default under debentures and notes issued in our Debenture Offerings and extended the maturity date of such debentures until March 31, 2020 in exchange for the issuance of $96,000 in new debentures with substantially the same terms as those issued in our Debenture Offerings. The debentures were issued in October 2019. The debentures originally matured on October 1, 2020. The maturity date of the debentures has been extended to June 30, 2021. The debentures were fully converted to common stock during the three months ended March 31, 2021. July 2019 Debentures On July 16, 2019, we entered into securities purchase agreements with certain institutional investors. Pursuant to the securities purchase agreement, we issued an aggregate of $154,000 of senior convertible debentures (the “July 2019 Debentures”) in exchange for the extension of the maturity date of our December 2018 convertible notes and certain of our July 2018 and September 2017 convertible debentures, and the waiver of certain default provisions of our July 2018 and September 2017 convertible debentures. The maturity date of the debentures has been extended to June 30, 2021. The debentures were fully converted to common stock during the three months ended March 31, 2021. December 2018 Debentures On December 13, 2018 we issued an aggregate of $25,000 in convertible promissory notes (“Notes”) for cash proceeds of $25,000. The Notes will mature on the earlier of (i) June 30, 2019 or (ii) such time as we raise capital in exchange for the sale of securities (“Maturity Date”) and bear interest at 10% per year, payable on the Maturity Date. Pursuant to the terms of the Notes, the Notes may be converted into shares of common stock upon an Event of Default (as such term is defined in the Notes) or upon the Maturity Date at the election of the holder at a price per share equal to 75% of the lowest trade price of our common stock on the trading day immediately prior to the date such exchange is exercised by the holder. The maturity date of the debentures has been extended to June 30, 2021. The debentures were fully converted to common stock during the three months ended March 31, 2021. July 2018 Debentures On July 3, 2018, we entered into securities purchase agreements with certain institutional investors. Pursuant to the securities purchase agreement, we sold an aggregate of $515,000 of senior convertible debentures (“July 2018 Debentures”) consisting of $500,000 in cash and the cancellation of $15,000 of obligations of the Company. Pursuant to the terms of the securities purchase agreement, we issued $515,000 in principal amount of July 2018 Debentures. The July 2018 Debentures have substantially the same terms as the July 2019 Debentures. The maturity date of the debentures has been extended to June 30, 2021. The debentures were fully converted to common stock during the three months ended March 31, 2021. September 2017 Debentures On September 12, 2017 we entered into an exchange agreement (“Exchange Agreement”) with certain holders of our Series A 0% Convertible Preferred Stock (“Series A Shares”) and Series B 0% Convertible Preferred Stock (“Series B Shares”). Pursuant to the terms of the Exchange Agreement, we issued to the investors approximately $2.5 million in principal amount of senior convertible debentures (the “September 2017 Debentures”) in exchange for 1,614.8125 Series A Shares with a stated value of approximately $1.6 million and 890 Series B Shares with a stated value of approximately $0.9 million. On September 12, 2017, we sold an aggregate of $320,000 of our September 2017 Debentures. The sale consisted of $250,000 in cash and the cancellation of $70,000 of obligations of the Company. The maturity date of the debentures has been extended to June 30, 2021. During the three months ended March 31, 2021, $564,876 of debenture have been converted to common stock and $134,830 remains outstanding at March 31, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS Issuance of Common Stock upon Conversion of Debentures The Company issued 10,921,443 shares of common stock pursuant to the conversion of $97,538 of our outstanding debentures. |
SUMMARY OF CRITICAL ACCOUNTIN_2
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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 months ended March 31, 2021 and 2020 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 months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future period. All references to March 31, 2021 and 2020 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, 2020, included in the Company’s annual report on Form 10-K filed with the SEC on March 31, 2021. The consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the parent company, Inspyr Therapeutics, Inc., and its wholly-owned subsidiary, Lewis & Clark Pharmaceuticals, Inc. 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 toxicology and other studies, manufacturing, clinical trials, compensation and consulting costs. We incurred research and development expenses of $0.02 million and $0.01 million for the three months ended March 31, 2021 and 2020, respectively. |
Cash Equivalents | Cash Equivalents For purposes of the statements of cash flows, we consider all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. We maintain our cash in bank deposit accounts which, at times, may exceed applicable government mandate insurance limits. We have not experienced any losses in our accounts. We did not have any cash equivalents at March 31, 2021 or December 31, 2020. |
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 $0.8 million and $0.4 million at March 31, 2021 and December 31, 2020, respectively. As of March 31, 2021 and December 31, 2020, there was no cash over the federally insured limit. |
Loss per Share | Loss per Share Basic loss per share is calculated by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share. The following potentially dilutive securities have been excluded from the computations of weighted average shares outstanding as of March 31, 2021 and 2020, as they would be anti-dilutive: Three Months Ended 2021 2020 Shares underlying options outstanding 176 227 Shares underlying warrants outstanding 2,493 3,229 Shares underlying convertible notes outstanding 74,162,058 3,634,542 Shares underlying convertible preferred stock outstanding 2,024,302,832 263,728 2,098,467,559 3,901,726 |
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 March 31, 2021 and 2020. The tables below summarize the fair values of our financial liabilities as of March 31, 2021 and December 31, 2020 (in thousands): Fair Value at March 31, Fair Value Measurement Using 2021 Level 1 Level 2 Level 3 Convertible notes $ 875 — — $ 875 Preferred stock 24,954 — — 24,954 Derivative liability $ 25,829 $ — $ — $ 25,829 Fair Value at December 31, Fair Value Measurement Using 2020 Level 1 Level 2 Level 3 Convertible notes $ 2,705 — — $ 2,705 Preferred stock 4,123 — — 4,123 Derivative liability $ 6,828 $ — $ — $ 6,828 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands): Three Months ended 2021 2020 Balance at beginning of year $ 6,828 $ 1,785 Additions to derivative instruments 710 167 Reclassification on conversion (2,903 ) (436 ) Loss on change in fair value of derivative liability 21,194 727 Balance at end of year $ 25,829 $ 2,243 |
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 three months ended March 31, 2021 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) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities have been excluded from the computations of weighted average shares outstanding as of March 31, 2021 and 2020, as they would be anti-dilutive: Three Months Ended 2021 2020 Shares underlying options outstanding 176 227 Shares underlying warrants outstanding 2,493 3,229 Shares underlying convertible notes outstanding 74,162,058 3,634,542 Shares underlying convertible preferred stock outstanding 2,024,302,832 263,728 2,098,467,559 3,901,726 |
Schedule of fair values of financial liabilities | The tables below summarize the fair values of our financial liabilities as of March 31, 2021 and December 31, 2020 (in thousands): Fair Value at March 31, Fair Value Measurement Using 2021 Level 1 Level 2 Level 3 Convertible notes $ 875 — — $ 875 Preferred stock 24,954 — — 24,954 Derivative liability $ 25,829 $ — $ — $ 25,829 Fair Value at December 31, Fair Value Measurement Using 2020 Level 1 Level 2 Level 3 Convertible notes $ 2,705 — — $ 2,705 Preferred stock 4,123 — — 4,123 Derivative liability $ 6,828 $ — $ — $ 6,828 |
Schedule of derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) | The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands): Three Months ended 2021 2020 Balance at beginning of year $ 6,828 $ 1,785 Additions to derivative instruments 710 167 Reclassification on conversion (2,903 ) (436 ) Loss on change in fair value of derivative liability 21,194 727 Balance at end of year $ 25,829 $ 2,243 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of additional information of cash flow | The following table contains additional information for the periods reported (in thousands). Three Months Ended 2021 2020 Non-cash financial activities: Common stock issued on conversion of notes payable and derivative liability $ 3,463 $ 729 Debentures converted to common stock 1,965 452 Derivative liability extinguished upon conversion of notes payable 2,903 436 Derivative liability issued 710 167 Accrued directors fees forgiven and credited to paid in capital 336 — |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of accrued expenses | Accrued expenses consist of the following (in thousands): March 31, December 31, Accrued compensation and benefits $ 1,326 $ 1,326 Accrued research and development 233 233 Accrued other 398 381 Total accrued expenses $ 1,957 $ 1,940 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 are as follows: Volatility 272% - 412 % Expected term (years) 3 - 12 months Risk-free interest rate 0.06% – 0.11 % Dividend yield None |
BACKGROUND (Details Narrative)
BACKGROUND (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Mar. 31, 2020 | |
Debt securities sold | $ 250 | |||
Proceeds from equity financing | $ 5,000 | |||
Payment for expenses and costs | $ 25 | |||
Percentage of issued and outstanding shares of common stock | 54.14% | |||
Intellectual Property [Member] | ||||
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. | |||
Cash [Member] | ||||
Debt securities sold | $ 500 | $ 500 |
MANAGEMENT_S PLANS TO CONTINUE
MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Management Plans to Continue as Going Concern [Abstract] | ||||||
Accumulated deficit | $ (87,610) | $ (66,975) | ||||
Cash | $ 758 | $ 404 | $ 146 | $ 23 | ||
Percentage of total assets | 100.00% | |||||
Amount raised | $ 500 | $ 500 | $ 250 | |||
Working capital deficit | $ (29,300) |
SUMMARY OF CRITICAL ACCOUNTIN_4
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Shares underlying, outstanding | 2,098,467,559 | 3,901,726 |
Warrant [Member] | ||
Shares underlying, outstanding | 2,493 | 3,229 |
Shares underlying convertible preferred stock outstanding [Member] | ||
Shares underlying, outstanding | 2,024,302,832 | 263,728 |
Convertible debentures [Member] | ||
Shares underlying, outstanding | 74,162,058 | 3,634,542 |
Employee Stock Option [Member] | ||
Shares underlying, outstanding | 176 | 227 |
SUMMARY OF CRITICAL ACCOUNTIN_5
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 1) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Convertible notes | $ 875 | $ 2,705 |
Preferred stock | 24,954 | 4,123 |
Derivative liability | 25,829 | 6,828 |
Fair Value, Inputs, Level 1 [Member] | ||
Convertible notes | 875 | 2,705 |
Preferred stock | 24,954 | 4,123 |
Derivative liability | 25,829 | 6,828 |
Fair Value, Inputs, Level 2 [Member] | ||
Convertible notes | 0 | 0 |
Preferred stock | 0 | 0 |
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Convertible notes | 0 | 0 |
Preferred stock | 0 | 0 |
Derivative liability | $ 0 | $ 0 |
SUMMARY OF CRITICAL ACCOUNTIN_6
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | ||
Balance at beginning of year | $ 6,828 | $ 1,785 |
Additions to derivative instruments | 710 | 167 |
Reclassification on conversion | (2,903) | (436) |
Loss on change in fair value of derivative liability | 21,194 | 727 |
Balance at end of year | $ 25,829 | $ 2,243 |
SUMMARY OF CRITICAL ACCOUNTIN_7
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Research and development | $ 21 | $ 11 | |
Cash equivalents | 0 | $ 0 | |
Cash | $ 800 | $ 400 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Non-cash financing activities: | ||
Common stock issued on conversion of notes payable and derivative liability | $ 3,463 | $ 729 |
Debentures converted to common stock | 1,965 | 452 |
Derivative liability extinguished upon conversion of notes payable | 2,903 | 436 |
Derivative liability issued | 710 | 167 |
Accrued directors fees forgiven and credited to paid in capital | $ 336 | $ 0 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities, Current [Abstract] | ||
Accrued compensation and benefits | $ 1,326 | $ 1,326 |
Accrued research and development | 233 | 233 |
Accrued other | 398 | 381 |
Total accrued expenses | $ 1,957 | $ 1,940 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Measurement Input, Price Volatility [Member] | |
Derivative liability measurement input | 272% - 412 % |
Measurement Input, Risk Free Interest Rate [Member] | |
Derivative liability measurement input | 3 - 12 months |
Measurement Input, Expected Dividend Rate [Member] | |
Derivative liability measurement input | 0.06% - 0.11 % |
Measurement Input, Expected Term [Member] | |
Derivative liability measurement input | None |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Gain on change in fair value of the derivative liability | $ 21,200 | $ 700 | |
Derivative Liability | $ 25,800 | $ 6,800 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rental expenses | $ 0 | $ 0 |
CAPITAL STOCK AND STOCKHOLDERS_
CAPITAL STOCK AND STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
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 $397.50 per share at March 31, 2021, (ii) our Series B Preferred Stock has been reduced to $0.01 per share at March 31, 2021, (iii) 200 shares of our Series C preferred stock has been reduced to $15.00 per share at March 31, 2021, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $7.50 per share at March 31, 2021. | ||
Preferred stock, outstanding | 0 | 0 | |
Preferred stock, shares authorized | 29,978,846 | 29,978,846 | |
Debt conversion, amount | $ 1,965,000 | $ 452,000 | |
Gain on conversion of debt | 1,166,000 | $ 158,000 | |
Directors fees waived | $ 435,667 | ||
Directors fees waived description | Aggregate payment of $100,000 (of which $50,000 was paid in November 2020 and $50,000 in February 2021) and (ii) immediately prior to the announcement that the Company has received approval from the FDA to commence its first Phase 1 clinical trial after March 1, 2021, common stock purchase options with an aggregate Black Scholes’ value of $80,000, having an exercise price equal to the closing price on the day preceding the announcement, and a term of 10 years. | ||
Cash Paid | $ 100,000 | ||
Series A 0% Convertible Preferred Stock [Member] | |||
Conversion price | $ 15 | ||
Series B 0% Convertible Preferred Stock [Member] | |||
Conversion price | $ 7.50 | ||
Series F Preferred Stock [Member] | |||
Preferred stock, outstanding | 8,000 | 8,000 | |
Preferred stock, shares authorized | 8,000 | 8,000 | |
Series E Preferred Stock [Member] | |||
Preferred stock, outstanding | 5,000 | 5,000 | |
Preferred stock, shares authorized | 5,000 | 5,000 | |
Series D Preferred Stock [Member] | |||
Preferred stock, outstanding | 5,000 | 5,000 | |
Preferred stock, shares authorized | 5,000 | 5,000 | |
Series C Preferred Stock [Member] | |||
Preferred stock, outstanding | 290 | 290 | |
Preferred stock, shares authorized | 300 | 300 | |
Series B Preferred Stock [Member] | |||
Preferred stock, outstanding | 71 | 71 | |
Preferred stock, shares authorized | 1,000 | 1,000 | |
Series A Preferred Stock [Member] | |||
Preferred stock, outstanding | 134 | 134 | |
Preferred stock, shares authorized | 1,854 | 1,854 | |
Common Stock [Member] | |||
Debt conversion, shares issued | 318,664,776 | 4,378,375 | |
Debt conversion, amount | $ 3,463,757 | $ 729,675 | |
Gain on conversion of debt | 1,166,109 | 157,967 | |
Common Stock [Member] | Principal [Member] | |||
Debt conversion principal amount | $ 1,964,500 | $ 451,662 |
CONVERTIBLE DEBENTURES AND NO_2
CONVERTIBLE DEBENTURES AND NOTES (Details Narrative) - USD ($) | Jan. 12, 2021 | Mar. 06, 2020 | Dec. 13, 2018 | Jul. 03, 2018 | Sep. 12, 2017 | Oct. 23, 2020 | Jul. 16, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Cash received | $ 500,000 | $ 250,000 | ||||||||
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 $397.50 per share at March 31, 2021, (ii) our Series B Preferred Stock has been reduced to $0.01 per share at March 31, 2021, (iii) 200 shares of our Series C preferred stock has been reduced to $15.00 per share at March 31, 2021, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $7.50 per share at March 31, 2021. | |||||||||
Stated value of the preferred shares | $ 0 | $ 0 | ||||||||
Derivative liability | 25,800,000 | 6,800,000 | ||||||||
Unamortized of debt discount | 543,000 | $ 488,000 | ||||||||
Debt conversion amount | 1,965,000 | $ 452,000 | ||||||||
January 2021 Debenture [Member] | ||||||||||
Cash received | $ 500,000 | |||||||||
Principal amount | $ 500,000 | |||||||||
Maturity date | Jan. 12, 2022 | |||||||||
Conversion price, description | Conversion price equal to the lesser of $0.33 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. | |||||||||
Beneficial ownership limitation percentage | 9.99% | |||||||||
Derivative liability | $ 709,835 | |||||||||
Interest expense | 209,835 | |||||||||
Amortization of debt discount | 106,849 | |||||||||
Unamortized of debt discount | 393,151 | |||||||||
Debt discount | $ 500,000 | |||||||||
October 2020 Debentures [Member] | ||||||||||
Cash received | $ 500,000 | |||||||||
Principal amount | $ 600,000 | |||||||||
Maturity date | Oct. 23, 2021 | |||||||||
Cancellation amount | $ 100,000 | |||||||||
Conversion price, description | Conversion price equal to the lesser of (i) $0.33 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. | |||||||||
Beneficial ownership limitation percentage | 9.99% | |||||||||
Convertible debentures | 266,610 | |||||||||
Amortization of debt discount | 99,598 | |||||||||
Unamortized of debt discount | 149,968 | |||||||||
Debt conversion amount | 333,390 | |||||||||
Gain on charged off conversion of debentures | 237,934 | |||||||||
Debt discount | $ 600,000 | |||||||||
March 2020 Debentures [Member] | ||||||||||
Principal amount | $ 250,000 | |||||||||
Maturity date | Jun. 30, 2021 | |||||||||
Conversion price, description | Debentures have a conversion price equal to the lesser of (i) $0.33 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. | |||||||||
Beneficial ownership limitation percentage | 9.99% | |||||||||
Debt conversion amount | $ 250,000 | |||||||||
October 2019 Debentures [Member] | ||||||||||
Principal amount | 96,000 | |||||||||
Debt conversion amount | 96,000 | |||||||||
Sabby Volatility Warrant Master Fund, Ltd. [Member] | ||||||||||
Principal amount | 26,235 | |||||||||
Accounts payable | 26,235 | |||||||||
Debt conversion amount | $ 26,235 | |||||||||
Sabby Volatility Warrant Master Fund, Ltd. [Member] | Extended Maturity [Member] | ||||||||||
Maturity date | Jun. 30, 2021 | |||||||||
December 2018 Debentures [Member] | ||||||||||
Cash received | $ 25,000 | |||||||||
Principal amount | $ 25,000 | |||||||||
Maturity date | Jun. 30, 2021 | |||||||||
Debt conversion amount | $ 25,000 | |||||||||
Exchange Agreement [Member] | Investors [Member] | ||||||||||
Convertible debentures | $ 2,500,000 | |||||||||
Series B 0% Convertible Preferred Stock [Member] | ||||||||||
Preferred shares exchanged | 890 | |||||||||
Stated value of the preferred shares | $ 900,000 | |||||||||
Series A 0% Convertible Preferred Stock [Member] | ||||||||||
Preferred shares exchanged | 1,615 | |||||||||
Stated value of the preferred shares | $ 1,600,000 | |||||||||
Securities purchase agreement [Member] | ||||||||||
Cash received | $ 500,000 | |||||||||
Principal amount | 515,000 | $ 154,000 | ||||||||
Cancellation amount | 15,000 | |||||||||
Debt conversion amount | $ 515,000 | $ 154,000 | ||||||||
Exchange Agreement [Member] | ||||||||||
Cash received | 250,000 | |||||||||
Principal amount | 320,000 | |||||||||
Cancellation amount | $ 70,000 | |||||||||
Convertible debentures | $ 134,830 | |||||||||
Debt conversion amount | $ 564,876 | |||||||||
Exchange Agreement [Member] | Extended Maturity [Member] | ||||||||||
Maturity date | Jun. 30, 2021 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Subsequent Events [Abstract] | |
Issuance of Common Stock upon Conversion of Debentures, shares | shares | 10,921,443 |
Principal amount of debenture converted | $ | $ 97,538 |