Rebus (RBSH) 10-Q 21 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 02, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
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	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 134	$ 711
Prepaid expenses		4
Total current assets	134	715
Total assets	134	715
Current liabilities:
Accounts payable	1,692	1,801
Accounts payable - related party	310	294
Accrued expenses	2,075	2,004
Convertible debentures, net of unamortized discount of $0 and $212		250
Convertible debentures - related party, net of unamortized discount of $0 and $46		154
Derivative liability	1,634	1,124
Total current liabilities	5,711	5,627
Long-term liabilities
Convertible debentures, net of current	20	20
Convertible debentures - related party, net of current	290	90
Total long-term liabilities	310	110
Total liabilities	6,021	5,737
Commitments and contingencies (Note 7)
Stockholders’ deficit:
Convertible preferred stock
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	(65,932)	(64,277)
Total stockholders’ deficit	(5,887)	(5,022)
Total liabilities and stockholders’ deficit	134	715
Series A Preferred Stock [Member]
Stockholders’ deficit:
Convertible preferred stock
Series B Preferred Stock [Member]
Stockholders’ deficit:
Convertible preferred stock
Series C Preferred Stock [Member]
Stockholders’ deficit:
Convertible preferred stock
Series D Preferred Stock [Member]
Stockholders’ deficit:
Convertible preferred stock
Series E Preferred Stock [Member]
Stockholders’ deficit:
Convertible preferred stock
Series F Preferred Stock [Member]
Stockholders’ deficit:
Convertible preferred stock

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Net of unamortized discount, convertible debentures	$ 0	$ 212
Unamortized discount	$ 0	$ 46
Convertible preferred stock, par value	$ 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	$ 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	$ 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	$ 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	$ 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	$ 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	$ 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 OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating expenses:
Research and development	$ 31	$ 97	$ 223	$ 190
General and administrative	95	118	337	371
Total operating expenses	126	215	560	561
Loss from operations	(126)	(215)	(560)	(561)
Other income (expense):
Gain (loss) on change in fair value of derivative liability	442	6,660	(1,017)	3,001
Gain (loss) on conversion of debt		(48)	(24)	1,130
Interest expense, net		(272)	(54)	(924)
Income (loss) before provision for income taxes	316	6,125	(1,655)	2,646
Provision for income taxes
Net income (loss)	$ 316	$ 6,125	$ (1,655)	$ 2,646
Net income (loss) per common share, basic	$ 0.01	$ 0.81	$ (0.05)	$ 0.39
Net income (loss) per common share, diluted	$ 0	$ (0.01)	$ (0.05)	$ (0.03)
Weighted average shares outstanding, basic	32,132,907	7,612,241	31,713,857	6,740,889
Weighted average shares outstanding, diluted	181,003,834	38,536,773	31,713,857	20,928,472

CONDENSED CONSOLIDATED STATEM_2

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 income				(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
Conversion of notes			232		232
Conversion of notes, shares		378,167
Net income				17,156	17,156
Ending balance, value at Jun. 30, 2021		$ 1	58,502	(70,454)	(11,951)
Ending balance, shares at Jun. 30, 2021	18,495	7,105,879
Conversion of notes			506		506
Conversion of notes, shares		2,474,000
Net income				6,125	6,125
Ending balance, value at Sep. 30, 2021		$ 1	59,008	(64,329)	(5,320)
Ending balance, shares at Sep. 30, 2021	18,495	9,579,879
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 income				(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
Net income				(1,365)	(1,365)
Ending balance, value at Jun. 30, 2022		$ 3	60,042	(66,248)	(6,203)
Ending balance, shares at Jun. 30, 2022	18,495	32,132,907
Net income				316	316
Ending balance, value at Sep. 30, 2022		$ 3	$ 60,042	$ (65,932)	$ (5,887)
Ending balance, shares at Sep. 30, 2022	18,495	32,132,907

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net income (loss)	$ (1,655)	$ 2,646
Adjustments to reconcile net income (loss) to net cash used in operating activities:
(Gain) loss on change in fair value of derivative liability	1,017	(3,001)
(Gain) loss on conversion of debt	24	(1,130)
Amortization of debt discount	54	924
Changes in operating assets and liabilities:
Prepaid expenses	4
Accounts payable and accrued expenses	(37)	130
Accounts payable - related party	16	22
Cash used in operating activities	(577)	(409)
Cash flows from investing activities:
Cash used in investing activities
Cash flows from financing activities:
Proceeds from convertible notes		1,000
Cash provided by financing activities		1,000
Net increase (decrease) in cash	(577)	591
Cash, beginning of period	711	404
Cash, end of period	$ 134	$ 995

BACKGROUND

BACKGROUND	9 Months Ended
	Sep. 30, 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	9 Months Ended
	Sep. 30, 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 $ 5.6 65,932 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 September 30, 2022 were approximately $ 134,000 100 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 first quarter of 2023. If we do not obtain additional funds by such time, we may no longer be able to continue as a going concern and will cease operation which means that our shareholders will lose their entire investment.

SUMMARY OF CRITICAL ACCOUNTING

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES	9 Months Ended
	Sep. 30, 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 and nine months ended September 30, 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 and nine months ended September 30, 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 September 30, 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 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 approximately $ 0.03 0.1 0.2 0.2 Cash Equivalents For purposes of the statements of cash flows, we consider all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. We maintain our cash in bank deposit accounts which, at times, may exceed applicable government mandate insurance limits. We have not experienced any losses in our accounts. We did 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 $ 0.1 0.7 no Income (Loss) per Share Basic income (loss) per share is calculated by dividing net income (loss) and net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of September 30, 2022 and 2021, as they would be anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Nine Months Ended 2022 2021 Shares underlying options outstanding - 9 Shares underlying warrants outstanding 1 53 Shares underlying convertible notes outstanding - - Shares underlying convertible preferred stock outstanding 3,272,472 95,250  3,272,473 95,312 Diluted loss per share for the three months ended September 30, 2022 and 2021, and the nine months ended September 30, 2021, is calculated as follows: Schedule of Diluted loss per share Three months ended Three months ended Nine months ended September 30, September 30, September 30, 2022 2021 2021 Net income attributable to common shareholders $ 316 $ 6,125 $ 2,646 Income attributable to convertible instruments (442 ) (6,612 ) (4,131 ) Expense attributable to convertible instruments - 272 924 Diluted loss attributable to common shareholders $ (126 ) $ (215 ) $ (561 ) Basic shares outstanding 32,132,907 7,612,241 6,740,889 Dilutive convertible instruments 148,870,927 30,924,532 14,187,583 Diluted shares outstanding 181,003,834 38,536,773 20,928,472 Diluted loss per share $ (0.00 ) $ (0.01 ) $ (0.03 ) 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 September 30, 2022 and December 31, 2021. The tables below summarize the fair values of our financial liabilities as of September 30, 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 $ 363 - - $ 363 Preferred stock 1,271 - - 1,271 Derivative liability $ 1,634 $ - $ - $ 1,634 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) Nine Months Ended 2022 2021 Balance at beginning of year $ 1,124 $ 6,828 Additions to derivative instruments - 1,354 Reclassification on conversion (507 ) (3,223 ) Loss (gain) on change in fair value of derivative liability 1,017 (3,001 ) Balance at end of year $ 1,634 $ 1,958 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 nine months ended September 30, 2022 that are of significance or potential significance to the Company.

SUPPLEMENTAL CASH FLOW INFORMAT

SUPPLEMENTAL CASH FLOW INFORMATION	9 Months Ended
	Sep. 30, 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 Nine Months Ended 2022 2021 Non-cash financial activities: Common stock issued on conversion of notes payable and derivative liability $ 790 $ 4,202 Debentures converted to common stock 462 2,568 Derivative liability extinguished upon conversion of notes payable 507 3,223 Derivative liability issued - 1,354 Accounts payable paid through issuance of debentures - 100 Accrued director fees forgiven and credited to paid in capital - 336 There was no cash paid for interest and income taxes for the nine months ended September 30, 2022 and 2021.

ACCRUED EXPENSES

ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
ACCRUED EXPENSES	NOTE 5 – ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): Schedule of accrued expenses September 30, December 31, Accrued compensation and benefits $ 1,326 $ 1,326 Accrued research and development 233 233 Accrued other 516 445 Total accrued expenses $ 2,075 $ 2,004

DERIVATIVE LIABILITY

DERIVATIVE LIABILITY	9 Months Ended
	Sep. 30, 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 September 30, 2022 and 2021, we recorded income of approximately $0.4 million and $6.7 million, respectively, related to the change in fair value of the derivative liabilities during the periods. During the nine months ended September 30, 2022 and 2021, we recorded expense of approximately $1.0 million and income of approximately $3.0 million, respectively. For purpose of determining the fair market value of the derivative liability, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuations of the derivatives for the nine months ended September 30, 2022 and 2021 are as follows: Schedule of black scholes valuatioSns of derivatives For the 2022 2021 Expected dividends 0 % 0 % Expected volatility 198 260 % 97 412 % Risk free interest rate 0.22 4.05 % 0.03 0.1 % Expected term 3 21 3 12 As of September 30, 2022 and December 31, 2021, the derivative liability recognized in the financial statements was approximately $ 1.6 1.1

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 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	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
CAPITAL STOCK AND STOCKHOLDERS’ EQUITY	NOTE 8 – CAPITAL STOCK AND STOCKHOLDERS’ EQUITY Preferred Stock As of September 30, 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 September 30, 2022, (ii) our Series B Preferred Stock has been reduced to $0.217 per share at September 30, 2022, (iii) 200 shares of our Series C preferred stock has been reduced to $1,125.00 per share at September 30, 2022, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $562.50 per share at September 30, 2022. Common Stock Reverse Stock Split On September 1, 2021, the Board of Directors approved a one-for-seventy-five ( 1-for-75 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 nine months ended September 30, 2022, we issued a total of 20,363,686 $789,699 461,972 0 23,746 During the nine months ended September 30, 2021, we issued a total of 7,101,031 4,201,812 2,568,048 47,872 1,129,632

CONVERTIBLE DEBENTURES AND NOTE

CONVERTIBLE DEBENTURES AND NOTES	9 Months Ended
	Sep. 30, 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. The maturity date of the debentures has been extended to December 31, 2023. There were no other modifications to the June 2021 Debentures. During the nine months ended September 30, 2022, $ 461,972 100,000 We have amortized $ 0 54,292 203,458 no 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. The maturity date of the debentures has been extended to December 31, 2023. There were no other modifications to the October Debentures. 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. There were no other modifications to the September 2017 Debentures. September Debentures in the amount of $ 110,072

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 10 – RELATED PARTY TRANSACTIONS In September of 2021, we began paying $ 10,000 30,000 95,843 70,000 25,843 309,848 290,000 84,224 0 11,672

SUMMARY OF CRITICAL ACCOUNTIN_2

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Policies)	9 Months Ended
	Sep. 30, 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 and nine months ended September 30, 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 and nine months ended September 30, 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 September 30, 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 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 approximately $ 0.03 0.1 0.2 0.2
Cash Equivalents	Cash Equivalents For purposes of the statements of cash flows, we consider all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. We maintain our cash in bank deposit accounts which, at times, may exceed applicable government mandate insurance limits. We have not experienced any losses in our accounts. We did 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 $ 0.1 0.7 no
Income (Loss) per Share	Income (Loss) per Share Basic income (loss) per share is calculated by dividing net income (loss) and net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of September 30, 2022 and 2021, as they would be anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Nine Months Ended 2022 2021 Shares underlying options outstanding - 9 Shares underlying warrants outstanding 1 53 Shares underlying convertible notes outstanding - - Shares underlying convertible preferred stock outstanding 3,272,472 95,250  3,272,473 95,312 Diluted loss per share for the three months ended September 30, 2022 and 2021, and the nine months ended September 30, 2021, is calculated as follows: Schedule of Diluted loss per share Three months ended Three months ended Nine months ended September 30, September 30, September 30, 2022 2021 2021 Net income attributable to common shareholders $ 316 $ 6,125 $ 2,646 Income attributable to convertible instruments (442 ) (6,612 ) (4,131 ) Expense attributable to convertible instruments - 272 924 Diluted loss attributable to common shareholders $ (126 ) $ (215 ) $ (561 ) Basic shares outstanding 32,132,907 7,612,241 6,740,889 Dilutive convertible instruments 148,870,927 30,924,532 14,187,583 Diluted shares outstanding 181,003,834 38,536,773 20,928,472 Diluted loss per share $ (0.00 ) $ (0.01 ) $ (0.03 )
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 September 30, 2022 and December 31, 2021. The tables below summarize the fair values of our financial liabilities as of September 30, 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 $ 363 - - $ 363 Preferred stock 1,271 - - 1,271 Derivative liability $ 1,634 $ - $ - $ 1,634 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) Nine Months Ended 2022 2021 Balance at beginning of year $ 1,124 $ 6,828 Additions to derivative instruments - 1,354 Reclassification on conversion (507 ) (3,223 ) Loss (gain) on change in fair value of derivative liability 1,017 (3,001 ) Balance at end of year $ 1,634 $ 1,958
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 nine months ended September 30, 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)	9 Months Ended
	Sep. 30, 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 Nine Months Ended 2022 2021 Shares underlying options outstanding - 9 Shares underlying warrants outstanding 1 53 Shares underlying convertible notes outstanding - - Shares underlying convertible preferred stock outstanding 3,272,472 95,250  3,272,473 95,312
Schedule of Diluted loss per share	Schedule of Diluted loss per share Three months ended Three months ended Nine months ended September 30, September 30, September 30, 2022 2021 2021 Net income attributable to common shareholders $ 316 $ 6,125 $ 2,646 Income attributable to convertible instruments (442 ) (6,612 ) (4,131 ) Expense attributable to convertible instruments - 272 924 Diluted loss attributable to common shareholders $ (126 ) $ (215 ) $ (561 ) Basic shares outstanding 32,132,907 7,612,241 6,740,889 Dilutive convertible instruments 148,870,927 30,924,532 14,187,583 Diluted shares outstanding 181,003,834 38,536,773 20,928,472 Diluted loss per share $ (0.00 ) $ (0.01 ) $ (0.03 )
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 $ 363 - - $ 363 Preferred stock 1,271 - - 1,271 Derivative liability $ 1,634 $ - $ - $ 1,634 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) Nine Months Ended 2022 2021 Balance at beginning of year $ 1,124 $ 6,828 Additions to derivative instruments - 1,354 Reclassification on conversion (507 ) (3,223 ) Loss (gain) on change in fair value of derivative liability 1,017 (3,001 ) Balance at end of year $ 1,634 $ 1,958

SUPPLEMENTAL CASH FLOW INFORM_2

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2022
Supplemental Cash Flow Elements [Abstract]
Schedule of additional information of cash flow	Schedule of additional information of cash flow Nine Months Ended 2022 2021 Non-cash financial activities: Common stock issued on conversion of notes payable and derivative liability $ 790 $ 4,202 Debentures converted to common stock 462 2,568 Derivative liability extinguished upon conversion of notes payable 507 3,223 Derivative liability issued - 1,354 Accounts payable paid through issuance of debentures - 100 Accrued director fees forgiven and credited to paid in capital - 336

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
Schedule of accrued expenses	Schedule of accrued expenses September 30, December 31, Accrued compensation and benefits $ 1,326 $ 1,326 Accrued research and development 233 233 Accrued other 516 445 Total accrued expenses $ 2,075 $ 2,004

DERIVATIVE LIABILITY (Tables)

DERIVATIVE LIABILITY (Tables)	9 Months Ended
	Sep. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of black scholes valuatioSns of derivatives	Schedule of black scholes valuatioSns of derivatives For the 2022 2021 Expected dividends 0 % 0 % Expected volatility 198 260 % 97 412 % Risk free interest rate 0.22 4.05 % 0.03 0.1 % Expected term 3 21 3 12

BACKGROUND (Details Narrative)

BACKGROUND (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 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	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	Sep. 30, 2022	Dec. 31, 2021
Managements Plans To Continue As Going Concern
Working capital deficit	$ 5,600
Accumulated deficit	65,932	$ 64,277
Cash balances	$ 134	$ 711
Percentage of total assets	100%

SUMMARY OF CRITICAL ACCOUNTIN_4

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Shares underlying, outstanding	3,272,473	95,312
Convertible Preferred Stock [Member]
Shares underlying, outstanding	3,272,472	95,250
Convertible Debt [Member]
Shares underlying, outstanding
Warrant [Member]
Shares underlying, outstanding	1	53
Share-Based Payment Arrangement, Option [Member]
Shares underlying, outstanding		9

SUMMARY OF CRITICAL ACCOUNTIN_5

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 1) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Accounting Policies [Abstract]
Net income attributable to common shareholders	$ 316	$ 6,125	$ (1,655)	$ 2,646
Income attributable to convertible instruments	(442)	(6,612)		(4,131)
Expense attributable to convertible instruments		272		924
Diluted loss attributable to common shareholders	$ (126)	$ (215)		$ (561)
Basic shares outstanding	32,132,907	7,612,241	31,713,857	6,740,889
Dilutive convertible instruments	148,870,927	30,924,532		14,187,583
Diluted shares outstanding	181,003,834	38,536,773	31,713,857	20,928,472
Diluted loss per share	$ 0	$ (0.01)		$ (0.03)

SUMMARY OF CRITICAL ACCOUNTIN_6

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 2) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
DerivativeLiabilityDisclosure [Line Items]
Convertible notes	$ 363	$ 518
Preferred stock	1,271	606
Derivative liability	1,634	1,124
Fair Value, Inputs, Level 1 [Member]
DerivativeLiabilityDisclosure [Line Items]
Convertible notes
Preferred stock
Derivative liability
Fair Value, Inputs, Level 2 [Member]
DerivativeLiabilityDisclosure [Line Items]
Convertible notes
Preferred stock
Derivative liability
Fair Value, Inputs, Level 3 [Member]
DerivativeLiabilityDisclosure [Line Items]
Convertible notes	363	518
Preferred stock	1,271	606
Derivative liability	$ 1,634	$ 1,124

SUMMARY OF CRITICAL ACCOUNTIN_7

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 3) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Accounting Policies [Abstract]
Balance at beginning of year	$ 1,124	$ 6,828
Additions to derivative instruments		1,354
Reclassification on conversion	(507)	(3,223)
Loss (gain) on change in fair value of derivative liability	1,017	(3,001)
Balance at end of year	$ 1,634	$ 1,958

SUMMARY OF CRITICAL ACCOUNTIN_8

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Accounting Policies [Abstract]
Reverse stock split			1-for-75
Research and development	$ 30,000	$ 100,000	$ 200,000	$ 200,000
Cash equivalents	0		0		$ 0
Cash	100,000		100,000		700,000
Uninsured amount	$ 0		$ 0		$ 0

SUPPLEMENTAL CASH FLOW INFORM_3

SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Non-cash financial activities:
Common stock issued on conversion of notes payable and derivative liability	$ 790	$ 4,202
Debentures converted to common stock	462	2,568
Derivative liability extinguished upon conversion of notes payable	507	3,223
Derivative liability issued		1,354
Accounts payable paid through issuance of debentures		100
Accrued director fees forgiven and credited to paid in capital		$ 336

ACCRUED EXPENSES (Details)

ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued compensation and benefits	$ 1,326	$ 1,326
Accrued research and development	233	233
Accrued other	516	445
Total accrued expenses	$ 2,075	$ 2,004

DERIVATIVE LIABILITY (Details)

DERIVATIVE LIABILITY (Details)	Sep. 30, 2022	Sep. 30, 2021
Measurement Input, Expected Dividend Rate [Member]
Derivative [Line Items]
Derivative liability measurement input	0%	0%
Measurement Input, Price Volatility [Member] | Minimum [Member]
Derivative [Line Items]
Derivative liability measurement input	198%	97%
Measurement Input, Price Volatility [Member] | Maximum [Member]
Derivative [Line Items]
Derivative liability measurement input	260%	412%
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Derivative [Line Items]
Derivative liability measurement input	0.22%	0.03%
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Derivative [Line Items]
Derivative liability measurement input	4.05%	0.10%
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	Sep. 30, 2022	Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liability	$ 1,600	$ 1,100

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Rental expenses	$ 0	$ 0

CAPITAL STOCK AND STOCKHOLDER_2

CAPITAL STOCK AND STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Convertible preferred stock, shares outstanding	0		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 September 30, 2022, (ii) our Series B Preferred Stock has been reduced to $0.217 per share at September 30, 2022, (iii) 200 shares of our Series C preferred stock has been reduced to $1,125.00 per share at September 30, 2022, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $562.50 per share at September 30, 2022.
Reverse stock split, description			1-for-75
Common stock shares issued activity			20,363,686	7,101,031
Common stock valued activity			$ 789,699	$ 4,201,812
Principal amount activity convertible			461,972	2,568,048
Gain (loss) of conversion of debt activity	$ 0	$ 47,872	$ 23,746	$ 1,129,632
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock, shares outstanding	134		134		134
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock, shares outstanding	71		71		71
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock, shares outstanding	290		290		290
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock, shares outstanding	5,000		5,000		5,000
Series E Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock, shares outstanding	5,000		5,000		5,000
Series F Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock, shares outstanding	8,000		8,000		8,000

CONVERTIBLE DEBENTURES AND NO_2

CONVERTIBLE DEBENTURES AND NOTES (Details Narrative) - USD ($) $ in Thousands		1 Months Ended		3 Months Ended	9 Months Ended
	Sep. 12, 2017	Jun. 18, 2021	Oct. 23, 2020	Sep. 30, 2022	Sep. 30, 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 September 30, 2022, (ii) our Series B Preferred Stock has been reduced to $0.217 per share at September 30, 2022, (iii) 200 shares of our Series C preferred stock has been reduced to $1,125.00 per share at September 30, 2022, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $562.50 per share at September 30, 2022.
Unamortized of debt discount				$ 0	$ 0	$ 212
Remaining debt outstanding				363	363	518
Stated value of the preferred shares
Exchange Agreement [Member]
Short-Term Debt [Line Items]
Principal amount	$ 320,000
Cash received	250,000
Cancellation amount	70,000
Remaining debt outstanding				110,072	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. The maturity date of the debentures has been extended to December 31, 2023. There were no other modifications to the June 2021 Debentures.
Converted debentures					461,972
Debentures remaining amount					100,000
Amortization of debt discount				0	54,292
Amortization of debt charged off					203,458
Unamortized of debt discount				$ 0	$ 0
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. The maturity date of the debentures has been extended to December 31, 2023. There were no other modifications to the October Debentures.
Debt conversion amount remains outstanding			$ 100,000
Exchange Agreement [Member] | Investors [Member]
Short-Term Debt [Line Items]
Remaining debt outstanding	$ 2,500
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
Preferred shares exchanged	890
Series B Convertible Preferred Stock [Member]
Short-Term Debt [Line Items]
Stated value of the preferred shares	$ 900

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands		1 Months Ended	2 Months Ended	3 Months Ended	9 Months Ended
	Aug. 15, 2021	Jan. 02, 2021	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Legal fees			$ 11,672		$ 25,843
Convertible debentures				$ 20	20	$ 20
Silvestre Law Group P C [Member]
Related Party Transaction [Line Items]
Monthly payment amount			10,000
Legal fees	$ 84,224	$ 84,224		30,000	95,843
Payment for monthly fee			$ 0		70,000
Amount due to related party				309,848	309,848
Convertible debentures				$ 290,000	$ 290,000