Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 30, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55331 | |
Entity Registrant Name | REBUS HOLDINGS, INC. | |
Entity Central Index Key | 0001421204 | |
Entity Tax Identification Number | 20-0438951 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2629 Townsgate Road | |
Entity Address, Address Line Two | Suite 215 | |
Entity Address, City or Town | Westlake Village | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91361 | |
City Area Code | (818) | |
Local Phone Number | 597-7552 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 32,132,907 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 587 | $ 711 |
Prepaid expenses | 2 | 4 |
Total current assets | 589 | 715 |
Total assets | 589 | 715 |
Current liabilities: | ||
Accounts payable | 1,782 | 1,801 |
Accounts payable - related party | 320 | 294 |
Accrued expenses | 2,020 | 2,004 |
Convertible debentures, net of unamortized discount of $0 and $212 | 0 | 250 |
Convertible debentures - related party, net of unamortized discount of $21 and $46 | 179 | 154 |
Derivative liability | 1,016 | 1,124 |
Total current liabilities | 5,317 | 5,627 |
Long-term liabilities | ||
Convertible debentures, net of current | 20 | 20 |
Convertible debentures - related party, net of current | 90 | 90 |
Total long-term liabilities | 110 | 110 |
Total liabilities | 5,427 | 5,737 |
Commitments and contingencies (Note 7) | 0 | 0 |
Stockholders’ deficit: | ||
Convertible preferred stock, undesignated, par value $.0001 per share; 29,978,846 shares authorized, no shares issued and outstanding, respectively | 0 | 0 |
Common stock, par value $.0001 per share; 1,000,000,000 shares authorized, 32,132,907 and 11,769,221 shares issued and outstanding, respectively | 3 | 1 |
Additional paid-in capital | 60,042 | 59,254 |
Accumulated deficit | (64,883) | (64,277) |
Total stockholders’ deficit | (4,838) | (5,022) |
Total liabilities and stockholders’ deficit | 589 | 715 |
Series A Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock, undesignated, par value $.0001 per share; 29,978,846 shares authorized, no shares issued and outstanding, respectively | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock, undesignated, par value $.0001 per share; 29,978,846 shares authorized, no shares issued and outstanding, respectively | 0 | 0 |
Series C Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock, undesignated, par value $.0001 per share; 29,978,846 shares authorized, no shares issued and outstanding, respectively | 0 | 0 |
Series D Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock, undesignated, par value $.0001 per share; 29,978,846 shares authorized, no shares issued and outstanding, respectively | 0 | 0 |
Series E Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock, undesignated, par value $.0001 per share; 29,978,846 shares authorized, no shares issued and outstanding, respectively | 0 | 0 |
Series F Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock, undesignated, par value $.0001 per share; 29,978,846 shares authorized, no shares issued and outstanding, respectively | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Net of unamortized discount, convertible debentures | $ 0 | $ 212 |
Unamortized discount | $ 21 | $ 46 |
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 | 32,132,907 | 11,769,221 |
Common stock, shares outstanding | 32,132,907 | 11,769,221 |
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) | $ 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 F Preferred Stock [Member] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
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, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 18 | $ 21 |
General and administrative, including related party expense of $36 and $0, respectively | 132 | 169 |
Total operating expenses | 150 | 190 |
Loss from operations | (150) | (190) |
Other income (expense): | ||
Loss on change in fair value of derivative liability | (399) | (21,194) |
(Loss) gain on conversion of debt | (24) | 1,166 |
Interest (expense), net | (33) | (417) |
Loss before provision for income taxes | (606) | (20,635) |
Provision for income taxes | 0 | 0 |
Net loss | $ (606) | $ (20,635) |
Net loss per common share, basic and diluted | $ (0.02) | $ (3.64) |
Weighted average shares outstanding, basic and diluted | 30,861,790 | 5,669,914 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF LOSSES (unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related party expense | $ 36 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 54,472 | $ (66,975) | $ (12,503) | ||
Beginning balance, shares at Dec. 31, 2020 | 18,495 | 2,478,848 | |||
Conversion of notes | $ 1 | 3,462 | 3,463 | ||
Conversion of notes, shares | 4,248,864 | ||||
Director compensation waived | 336 | 336 | |||
Net loss | (20,635) | (20,635) | |||
Ending balance, value at Mar. 31, 2021 | $ 1 | 58,270 | (87,610) | (29,339) | |
Ending balance, shares at Mar. 31, 2021 | 18,495 | 6,727,712 | |||
Beginning balance, value at Dec. 31, 2021 | $ 1 | 59,254 | (64,277) | (5,022) | |
Beginning balance, shares at Dec. 31, 2021 | 18,495 | 11,769,221 | |||
Conversion of notes | $ 2 | 788 | 790 | ||
Conversion of notes, shares | 20,363,686 | ||||
Net loss | (606) | (606) | |||
Ending balance, value at Mar. 31, 2022 | $ 3 | $ 60,042 | $ (64,883) | $ (4,838) | |
Ending balance, shares at Mar. 31, 2022 | 18,495 | 32,132,907 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (606) | $ (20,635) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on change in fair value of derivative liability | 399 | 21,194 |
Loss (gain) on conversion of debt | 24 | (1,166) |
Amortization of debt discount | 33 | 417 |
Increase in operating liabilities: | ||
Prepaid expenses | 2 | |
Accounts payable and accrued expenses | (2) | 44 |
Accounts payable - related party | 26 | 0 |
Cash used in operating activities | (124) | (146) |
Cash flows from financing activities: | ||
Proceeds from sale of debentures | 0 | 500 |
Cash provided by financing activities | 0 | 500 |
Net (decrease) increase in cash | (124) | 354 |
Cash, beginning of period | 711 | 404 |
Cash, end of period | $ 587 | $ 758 |
BACKGROUND
BACKGROUND | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND | NOTE 1 – BACKGROUND Rebus Holdings, Inc. (“we”, “us”, “our company”, “our”, “Rebus,” “Rebus Holdings,” or the “Company”) (formerly known as Inspyr Therapeutics, Inc., see below) 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., a Delaware Corporation (“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 $ 250,000 500,000 500,000 500,000 Adoption of Agreement and Plan of Merger and Consummation of Reorganization On September 28, 2021 the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) to implement a holding company reorganization, which became effective on October 11, 2021 at 5:00 p.m. Eastern Time (the “Effective Time”). The Merger Agreement was entered into by and among Inspyr Therapeutics, Inc., Rebus Holdings, Inc., and Rebus Sub, Inc., a wholly-owned subsidiary of Rebus Holdings which has resulted in Rebus becoming the direct parent company of Inspyr Therapeutics and replacing Inspyr Therapeutics as the public company trading on the OTC Markets (“OTC”) (the “Reorganization”). Further, the Company began trading under the symbol RBSH on November 9, 2021. Upon consummation of the Reorganization (and the Reverse Stock Split as defined below), Inspyr stockholders automatically became stockholders of Rebus Holdings, on a one-for-one basis, with the same number and approximate ownership percentage of shares of the same class as they held in Inspyr immediately prior to the Effective Time. The Reorganization was intended to be a tax-free transaction for U.S. federal income tax purposes for Inspyr stockholders. As a result of the Reorganization, Rebus Holdings became the successor issuer to Inspyr Therapeutics pursuant to Rule 12g-3(a) of the Exchange Act, and as a result, shares of Rebus Holdings Common Stock are deemed registered under Section 12(g) of the Exchange Act as the Common Stock of the successor issuer. Reverse Stock Split On September 1, 2021, the Board of Directors approved a one-for-seventy-five ( 1-for-75 Post Reverse Stock Split and Reorganization Information The Company began trading on post Reverse Stock Split and Reorganization basis on the Pink Sheets of the OTC Markets Group on October 12, 2021. The symbol remained NSPX until November 9, 2021, at which time the Company began trading under the symbol RBSH. The officers and members of the Board of Inspyr became the officers and members of the board of directors of the Rebus Holdings. Pursuant to the Reorganization, Rebus Holdings has, on a consolidated basis, the same assets, businesses, and operations as Inspyr Therapeutics had immediately prior to the Reorganization. |
MANAGEMENT_S PLANS TO CONTINUE
MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN | 3 Months Ended |
Mar. 31, 2022 | |
Managements Plans To Continue As Going Concern | |
MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN | NOTE 2 – MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN We have prepared our unaudited condensed consolidated financial statements on the basis that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred losses from operations since inception, we have a working capital deficit of $ 4.7 64,883 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, 2022 were approximately $ 587,000 99 In the event additional financing is not obtained, we may pursue cost cutting measures as well as explore the sale of assets to generate additional funds. If we are required to significantly reduce operating expenses and delay, reduce the scope of, or eliminate any of our development programs or clinical trials, these events could have a material adverse effect on our business, results of operations, and financial condition. These factors raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our current cash level raises substantial doubt about our ability to continue as a going concern past the third quarter of 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, 2022 | |
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, 2022 and 2021 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, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future period. All references to March 31, 2022 and 2021 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, 2021, included in the Company’s annual report on Form 10-K filed with the SEC on March 31, 2022. The consolidated balance sheet as of December 31, 2021 has been derived from the audited consolidated financial statements at that date but does not include all disclosures required by the accounting principles generally accepted in the United States of America. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the parent company, Rebus Holdings, Inc., (fka Inspyr Therapeutics, Inc.) and its wholly-owned subsidiaries, Inspyr Therapeutics, Inc., Lewis & Clark Pharmaceuticals, Inc. and Ridgeway Therapeutics, Inc. (a California corporation). All significant intercompany accounts and transactions have been eliminated. Reverse Stock Split and Increase in Authorized Shares The one for seventy-five (1-for-75) Reverse Stock Split became effective with the Secretary of State of Delaware as of 4:59 p.m. Eastern Time on October 5, 2021, and the Company began trading on a post Reverse Stock Split basis at the market open on October 12, 2021. As a result of the Reverse Stock Split, each of the holders of the Company’s Common Stock received one (1) new share of Common Stock for every seventy-five (75) shares such shareholder held immediately prior. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares that would have otherwise resulted from the Reverse Stock Split will be rounded up to the next whole number of shares. The Reverse Stock Split also affected the Company’s outstanding stock options, warrants and other exercisable or convertible instruments and resulted in the shares underlying such instruments being reduced and the exercise price being increased proportionately to the Reverse Stock Split ratio. All share and per share data has been retroactively adjusted in the accompanying consolidated financial statements and footnotes for all periods presented to reflect the effects of the Reverse Stock Split. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Significant estimates include the fair value of derivative instruments, stock-based compensation, recognition of clinical trial costs and other accrued liabilities. Actual results may differ from those estimates. Research and Development Research and development costs are charged to expense as incurred. Our research and development expenses consist primarily of expenditures for pre-clinical research, toxicology and other studies, manufacturing, clinical trials, compensation and consulting costs associated therewith. We incurred research and development expenses of $ 0.02 0.02 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 no 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 $ 0.6 0.7 Income (Loss) per Share Basic income (loss) per share is calculated by dividing net income (loss) and net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. The following potentially dilutive securities have been excluded from the computations of basic weighted average shares outstanding as of March 31, 2022 and 2021, as they would be anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Three Months Ended 2022 2021 Shares underlying options outstanding - 9 Shares underlying warrants outstanding 7 53 Shares underlying convertible notes outstanding 40,086,896 988,827 Shares underlying convertible preferred stock outstanding 128,626,878 26,990,704 168,713,781 27,979,593 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, 2022 and December 31, 2021. The tables below summarize the fair values of our financial liabilities as of March 31, 2022 and December 31, 2021 (in thousands): Schedule of fair values of financial liabilities Fair Value at Fair Value Measurement Using 2022 Level 1 Level 2 Level 3 Convertible notes $ 258 — — $ 258 Preferred stock 758 — — 758 Derivative liability $ 1,016 $ — $ — $ 1,016 Fair Value at Fair Value Measurement Using 2021 Level 1 Level 2 Level 3 Convertible notes $ 518 — — $ 518 Preferred stock 606 — — 606 Derivative liability $ 1,124 $ — $ — $ 1,124 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands): Schedule of derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) Three Months Ended 2022 2021 Balance at beginning of year $ 1,124 $ 6,828 Additions to derivative instruments — 710 Reclassification on conversion (507 ) (2,903 ) Loss (gain) on change in fair value of derivative liability 399 21,194 Balance at end of year $ 1,016 $ 25,829 Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which the related temporary difference becomes deductible. Recent Accounting Pronouncements There have not been any recent changes in accounting pronouncements and Accounting Standards Update (ASU) issued by the Financial Accounting Standards Board (FASB) during the three months ended March 31, 2022 that are of significance or potential significance to the Company. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 4 – SUPPLEMENTAL CASH FLOW INFORMATION The following table contains additional information for the periods reported (in thousands). Schedule of additional information of cash flow Three Months Ended 2022 2021 Non-cash financial activities: Common stock issued on conversion of notes payable and derivative liability $ 790 $ 3,463 Debentures converted to common stock 462 1,965 Derivative liability extinguished upon conversion of notes payable 507 2,903 Derivative liability issued — 710 Accrued director 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, 2022 and 2021. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 5 – ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): Schedule of accrued expenses March 31, December 31, Accrued compensation and benefits $ 1,326 $ 1,326 Accrued research and development 233 233 Accrued other 461 445 Total accrued expenses $ 2,020 $ 2,004 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and 2021, we recorded loss of approximately $0.4 million and $21.2 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, 2022 and 2021 are as follows: Schedule of black scholes valuations of derivatives For the 2022 2021 Expected dividends 0 0 Expected volatility 198 260 272 412 Risk free interest rate 0.22 2.28 0.06 0.11 Expected term 3 21 3 12 As of March 31, 2022 and December 31, 2021, the derivative liability recognized in the financial statements was approximately $ 1.0 1.1 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES Operating Leases The Company currently does not have any ongoing leases for office space. It has availability to office space on an as needed basis. Its employees work on a remote basis. There was no Legal Matters The Company is subject at times to legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. COVID-19 Uncertainty On March 11, 2020, the World Health Organization declared a pandemic related to the rapidly spreading coronavirus (COVID-19) outbreak, which has led to a global health emergency. The extent of the public-health impact of the outbreak is currently unknown and rapidly evolving, and the related health crisis could adversely affect the global economy, resulting in an economic downturn. Any disruption of the Company’s facilities or those of our suppliers could likely adversely impact the Company’s operations. At this time, there is significant uncertainty relating to the potential effect of the novel coronavirus on our business. |
CAPITAL STOCK AND STOCKHOLDERS_
CAPITAL STOCK AND STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
CAPITAL STOCK AND STOCKHOLDERS’ EQUITY | NOTE 8 – CAPITAL STOCK AND STOCKHOLDERS’ EQUITY Preferred Stock As of March 31, 2022, there were outstanding 134 71 290 5,000 5,000 8,000 As a result of past equity financings and conversions of debentures, the conversion prices of (i) our Series A Preferred Stock has been reduced to $29,812.50 per share at March 31, 2022, (ii) our Series B Preferred Stock has been reduced to $0.75 per share at March 31, 2022, (iii) 200 shares of our Series C preferred stock has been reduced to $1,125.00 per share at March 31, 2022, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $562.50 per share at March 31, 2022. Common Stock Reverse Stock Split On September 1, 2021, the Board of Directors approved a one-for-seventy-five (1-for-75) Reverse Stock Split. All share and per share data has been retroactively adjusted in the accompanying consolidated financial statements and footnotes for all periods presented to reflect the effects of the Reverse Stock Split. Common Stock Activity During the three months ended March 31, 2022, we issued a total of 20,363,686 789,699 461,972 23,746 During the three months ended March 31, 2021, we issued a total of 4,248,864 3,463,757 1,964,500 1,166,109 |
CONVERTIBLE DEBENTURES AND NOTE
CONVERTIBLE DEBENTURES AND NOTES | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
CONVERTIBLE DEBENTURES AND NOTES | NOTE 9 – CONVERTIBLE DEBENTURES AND NOTES June 2021 Debentures On June 18, 2021, the Company sold an aggregate of $ 600,000 500,000 100,000 June 18, 2022 9.99 have a conversion price equal to the lesser of $24.75 and 85% of the lowest Volume Weighted Average Price (VWAP) during the five (5) trading days immediately prior to the conversion date, subject to adjustment, as described therein. During the three months ended March 31, 2022, $ 461,972 100,000 We have amortized $ 32,852 203,458 21,440 October 2020 Debentures On October 23, 2020, the Company sold an aggregate of $ 600,000 500,000 100,000 The October Debentures (i) are non-interest bearing, (ii) have a maturity date of October 23, 2021 9.99 have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. October Debentures in the amount of $ 100,000 September 2017 Debentures On September 12, 2017, we entered into an exchange agreement (“Exchange Agreement”) with certain holders of our Series A Preferred Stock and Series B Preferred Stock. Pursuant to the terms of the Exchange Agreement, we issued to the investors approximately $ 2.5 1,614.8125 1.6 890 0.9 On September 12, 2017, we sold an aggregate of $ 320,000 250,000 70,000 The maturity date of the September 2017 Debentures has been extended to December 31, 2023. September Debentures in the amount of $ 110,072 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS In September of 2021, we began paying $ 10,000 35,843 10,000 25,843 319,848 290,000 |
SUMMARY OF CRITICAL ACCOUNTIN_2
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and 2021 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, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future period. All references to March 31, 2022 and 2021 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, 2021, included in the Company’s annual report on Form 10-K filed with the SEC on March 31, 2022. The consolidated balance sheet as of December 31, 2021 has been derived from the audited consolidated financial statements at that date but does not include all disclosures required by the accounting principles generally accepted in the United States of America. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the parent company, Rebus Holdings, Inc., (fka Inspyr Therapeutics, Inc.) and its wholly-owned subsidiaries, Inspyr Therapeutics, Inc., Lewis & Clark Pharmaceuticals, Inc. and Ridgeway Therapeutics, Inc. (a California corporation). All significant intercompany accounts and transactions have been eliminated. |
Reverse Stock Split and Increase in Authorized Shares | Reverse Stock Split and Increase in Authorized Shares The one for seventy-five (1-for-75) Reverse Stock Split became effective with the Secretary of State of Delaware as of 4:59 p.m. Eastern Time on October 5, 2021, and the Company began trading on a post Reverse Stock Split basis at the market open on October 12, 2021. As a result of the Reverse Stock Split, each of the holders of the Company’s Common Stock received one (1) new share of Common Stock for every seventy-five (75) shares such shareholder held immediately prior. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares that would have otherwise resulted from the Reverse Stock Split will be rounded up to the next whole number of shares. The Reverse Stock Split also affected the Company’s outstanding stock options, warrants and other exercisable or convertible instruments and resulted in the shares underlying such instruments being reduced and the exercise price being increased proportionately to the Reverse Stock Split ratio. All share and per share data has been retroactively adjusted in the accompanying consolidated financial statements and footnotes for all periods presented to reflect the effects of the Reverse Stock Split. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Significant estimates include the fair value of derivative instruments, stock-based compensation, recognition of clinical trial costs and other accrued liabilities. Actual results may differ from those estimates. |
Research and Development | Research and Development Research and development costs are charged to expense as incurred. Our research and development expenses consist primarily of expenditures for pre-clinical research, toxicology and other studies, manufacturing, clinical trials, compensation and consulting costs associated therewith. We incurred research and development expenses of $ 0.02 0.02 |
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 no |
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 $ 0.6 0.7 |
Income (Loss) per Share | Income (Loss) per Share Basic income (loss) per share is calculated by dividing net income (loss) and net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. The following potentially dilutive securities have been excluded from the computations of basic weighted average shares outstanding as of March 31, 2022 and 2021, as they would be anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Three Months Ended 2022 2021 Shares underlying options outstanding - 9 Shares underlying warrants outstanding 7 53 Shares underlying convertible notes outstanding 40,086,896 988,827 Shares underlying convertible preferred stock outstanding 128,626,878 26,990,704 168,713,781 27,979,593 |
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, 2022 and December 31, 2021. The tables below summarize the fair values of our financial liabilities as of March 31, 2022 and December 31, 2021 (in thousands): Schedule of fair values of financial liabilities Fair Value at Fair Value Measurement Using 2022 Level 1 Level 2 Level 3 Convertible notes $ 258 — — $ 258 Preferred stock 758 — — 758 Derivative liability $ 1,016 $ — $ — $ 1,016 Fair Value at Fair Value Measurement Using 2021 Level 1 Level 2 Level 3 Convertible notes $ 518 — — $ 518 Preferred stock 606 — — 606 Derivative liability $ 1,124 $ — $ — $ 1,124 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands): Schedule of derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) Three Months Ended 2022 2021 Balance at beginning of year $ 1,124 $ 6,828 Additions to derivative instruments — 710 Reclassification on conversion (507 ) (2,903 ) Loss (gain) on change in fair value of derivative liability 399 21,194 Balance at end of year $ 1,016 $ 25,829 |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which the related temporary difference becomes deductible. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There have not been any recent changes in accounting pronouncements and Accounting Standards Update (ASU) issued by the Financial Accounting Standards Board (FASB) during the three months ended March 31, 2022 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, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Three Months Ended 2022 2021 Shares underlying options outstanding - 9 Shares underlying warrants outstanding 7 53 Shares underlying convertible notes outstanding 40,086,896 988,827 Shares underlying convertible preferred stock outstanding 128,626,878 26,990,704 168,713,781 27,979,593 |
Schedule of fair values of financial liabilities | Schedule of fair values of financial liabilities Fair Value at Fair Value Measurement Using 2022 Level 1 Level 2 Level 3 Convertible notes $ 258 — — $ 258 Preferred stock 758 — — 758 Derivative liability $ 1,016 $ — $ — $ 1,016 Fair Value at Fair Value Measurement Using 2021 Level 1 Level 2 Level 3 Convertible notes $ 518 — — $ 518 Preferred stock 606 — — 606 Derivative liability $ 1,124 $ — $ — $ 1,124 |
Schedule of derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) | Schedule of derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) Three Months Ended 2022 2021 Balance at beginning of year $ 1,124 $ 6,828 Additions to derivative instruments — 710 Reclassification on conversion (507 ) (2,903 ) Loss (gain) on change in fair value of derivative liability 399 21,194 Balance at end of year $ 1,016 $ 25,829 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of additional information of cash flow | Schedule of additional information of cash flow Three Months Ended 2022 2021 Non-cash financial activities: Common stock issued on conversion of notes payable and derivative liability $ 790 $ 3,463 Debentures converted to common stock 462 1,965 Derivative liability extinguished upon conversion of notes payable 507 2,903 Derivative liability issued — 710 Accrued director fees forgiven and credited to paid in capital — 336 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Schedule of accrued expenses March 31, December 31, Accrued compensation and benefits $ 1,326 $ 1,326 Accrued research and development 233 233 Accrued other 461 445 Total accrued expenses $ 2,020 $ 2,004 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of black scholes valuations of derivatives | Schedule of black scholes valuations of derivatives For the 2022 2021 Expected dividends 0 0 Expected volatility 198 260 272 412 Risk free interest rate 0.22 2.28 0.06 0.11 Expected term 3 21 3 12 |
BACKGROUND (Details Narrative)
BACKGROUND (Details Narrative) - USD ($) | Sep. 17, 2019 | Mar. 31, 2022 | Jun. 30, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Mar. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||||||
Debt securities sold | $ 250,000 | |||||
Reverse stock split | the Board of Directors approved a one-for-seventy-five (1-for-75) Reverse Stock Split. | 1-for-75 | ||||
Cash [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Debt securities sold | $ 500,000 | $ 500,000 | $ 500,000 | |||
Intellectual Property [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Description of cancellation of a license agreement | In October 2020, pursuant to the cancellation of a license agreement whereby we previously licensed US Patent 9,593,118, we reacquired the exclusive right to such patent that covers both A2B and dual A2A/A2B antagonists. Accordingly, going forward our major focus will be to: (i) further characterization of the anti-cancer activity of our unique pipeline delivery platform containing A2B and dual A2A/A2B antagonists, leading to selection of a clinical candidate or candidates for an Investigative New Drug or IND enabling studies; and (ii) licensing and/or partnering our delivery platform and the A2B and dual A2A/A2B antagonists for further development. |
MANAGEMENT_S PLANS TO CONTINU_2
MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Managements Plans To Continue As Going Concern | |||
Working capital deficit | $ 4,700 | ||
Accumulated deficit | $ 64,883 | $ 64,277 | |
Cash and cash equivalents and restricted cash balances | $ 587,000 | ||
Percentage of total assets | 99.00% |
SUMMARY OF CRITICAL ACCOUNTIN_4
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Shares underlying, outstanding | 168,713,781 | 27,979,593 |
Convertible Preferred Stock [Member] | ||
Shares underlying, outstanding | 128,626,878 | 26,990,704 |
Convertible Debt [Member] | ||
Shares underlying, outstanding | 40,086,896 | 988,827 |
Warrant [Member] | ||
Shares underlying, outstanding | 7 | 53 |
Share-based Payment Arrangement, Option [Member] | ||
Shares underlying, outstanding | 0 | 9 |
SUMMARY OF CRITICAL ACCOUNTIN_5
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 1) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
DerivativeLiabilityDisclosure [Line Items] | ||
Convertible notes | $ 258 | $ 518 |
Preferred stock | 758 | 606 |
Derivative liability | 1,016 | 1,124 |
Fair Value, Inputs, Level 1 [Member] | ||
DerivativeLiabilityDisclosure [Line Items] | ||
Convertible notes | 0 | 0 |
Preferred stock | 0 | 0 |
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
DerivativeLiabilityDisclosure [Line Items] | ||
Convertible notes | 0 | 0 |
Preferred stock | 0 | 0 |
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
DerivativeLiabilityDisclosure [Line Items] | ||
Convertible notes | 258 | 518 |
Preferred stock | 758 | 606 |
Derivative liability | $ 1,016 | $ 1,124 |
SUMMARY OF CRITICAL ACCOUNTIN_6
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Balance at beginning of year | $ 1,124 | $ 6,828 |
Additions to derivative instruments | 0 | 710 |
Reclassification on conversion | (507) | (2,903) |
Loss (gain) on change in fair value of derivative liability | 399 | 21,194 |
Balance at end of year | $ 1,016 | $ 25,829 |
SUMMARY OF CRITICAL ACCOUNTIN_7
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Research and development | $ 20 | $ 20 | |
Cash equivalents | 0 | $ 0 | |
Cash | $ 600 | $ 700 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Non-cash financial activities: | ||
Common stock issued on conversion of notes payable and derivative liability | $ 790 | $ 3,463 |
Debentures converted to common stock | 462 | 1,965 |
Derivative liability extinguished upon conversion of notes payable | 507 | 2,903 |
Derivative liability issued | 0 | 710 |
Accrued director fees forgiven and credited to paid in capital | $ 0 | $ 336 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 1,326 | $ 1,326 |
Accrued research and development | 233 | 233 |
Accrued other | 461 | 445 |
Total accrued expenses | $ 2,020 | $ 2,004 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) | Mar. 31, 2022 | Mar. 31, 2021 |
Measurement Input, Expected Dividend Rate [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input | 0.00% | 0.00% |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input | 198.00% | 272.00% |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input | 260.00% | 412.00% |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input | 0.22% | 0.06% |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input | 2.28% | 0.11% |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liability term | 3 months | 3 months |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liability term | 21 months | 12 months |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Liability | $ 1,000 | $ 1,100 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rental expenses | $ 0 | $ 0 |
CAPITAL STOCK AND STOCKHOLDER_2
CAPITAL STOCK AND STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Sep. 17, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||||
Preferred stock, shares outstanding | 0 | 0 | ||
Conversion price, description | As a result of past equity financings and conversions of debentures, the conversion prices of (i) our Series A Preferred Stock has been reduced to $29,812.50 per share at March 31, 2022, (ii) our Series B Preferred Stock has been reduced to $0.75 per share at March 31, 2022, (iii) 200 shares of our Series C preferred stock has been reduced to $1,125.00 per share at March 31, 2022, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $562.50 per share at March 31, 2022. | |||
Reverse stock split, description | the Board of Directors approved a one-for-seventy-five (1-for-75) Reverse Stock Split. | 1-for-75 | ||
Common stock shares issued activity | 20,363,686 | 4,248,864 | ||
Common stock valued activity | $ 789,699 | $ 3,463,757 | ||
Principal amount activity convertible | 461,972 | 1,964,500 | ||
Gain of conversion of debt activity | $ 23,746 | $ 1,166,109 | ||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares outstanding | 134 | 134 | ||
Series B Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares outstanding | 71 | 71 | ||
Series C Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares outstanding | 290 | 290 | ||
Series D Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares outstanding | 5,000 | 5,000 | ||
Series E Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares outstanding | 5,000 | 5,000 | ||
Series F Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares outstanding | 8,000 | 8,000 |
CONVERTIBLE DEBENTURES AND NO_2
CONVERTIBLE DEBENTURES AND NOTES (Details Narrative) - USD ($) | Mar. 06, 2020 | Sep. 12, 2017 | Sep. 12, 2017 | Jun. 18, 2021 | Oct. 23, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Short-term Debt [Line Items] | |||||||
Conversion price, description | As a result of past equity financings and conversions of debentures, the conversion prices of (i) our Series A Preferred Stock has been reduced to $29,812.50 per share at March 31, 2022, (ii) our Series B Preferred Stock has been reduced to $0.75 per share at March 31, 2022, (iii) 200 shares of our Series C preferred stock has been reduced to $1,125.00 per share at March 31, 2022, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $562.50 per share at March 31, 2022. | ||||||
Unamortized of debt discount | $ 0 | $ 212,000 | |||||
Remaining debt outstanding | 258,000 | 518,000 | |||||
Stated value of the preferred shares | 0 | $ 0 | |||||
Exchange Agreement [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal amount | $ 320,000 | ||||||
Cancellation amount | 70,000 | $ 70,000 | |||||
Remaining debt outstanding | 110,072 | ||||||
June 2021 Debenture [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal amount | $ 600,000 | ||||||
Cash received | 500,000 | ||||||
Cancellation amount | $ 100,000 | ||||||
Maturity date | Jun. 18, 2022 | ||||||
Beneficial ownership limitation percentage | 9.99% | ||||||
Conversion price, description | have a conversion price equal to the lesser of $24.75 and 85% of the lowest Volume Weighted Average Price (VWAP) during the five (5) trading days immediately prior to the conversion date, subject to adjustment, as described therein. | ||||||
Converted debentures | 461,972 | ||||||
Debentures remaining amount | 100,000 | ||||||
Amortization of debt discount | 32,852 | ||||||
Amortization of debt charged off | 203,458 | ||||||
Unamortized of debt discount | $ 21,440 | ||||||
October 2020 Debentures [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal amount | $ 600,000 | ||||||
Cash received | 500,000 | ||||||
Cancellation amount | $ 100,000 | ||||||
Maturity date | Oct. 23, 2021 | ||||||
Beneficial ownership limitation percentage | 9.99% | ||||||
Conversion price, description | have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. | ||||||
Debt conversion amount remains outstanding | $ 100,000 | ||||||
Exchange Agreement [Member] | Investors [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Remaining debt outstanding | 2,500,000 | $ 2,500,000 | |||||
Series A Convertible Preferred Stock [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Stated value of the preferred shares | 1,614.8125 | ||||||
Stated value of the preferred shares | $ 1,600,000 | $ 1,600,000 | |||||
Preferred shares exchanged | 890 | 890 | |||||
Series B Convertible Preferred Stock [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Stated value of the preferred shares | $ 900,000 | $ 900,000 | |||||
March 2020 Debentures [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Principal amount | $ 250,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||
Legal fees | $ 25,843 | |
Convertible debentures | 290,000 | |
Silvestre Law Group P C [Member] | ||
Related Party Transaction [Line Items] | ||
Monthly payment amount | $ 10,000 | |
Legal fees | 35,843 | |
Payment for monthly fee | 10,000 | |
Amount due to related party | $ 319,848 |