Timber Pharmaceuticals (TMBR) 10-Q 12 Jun 20 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Apr. 30, 2020	May 31, 2020
Document and Entity Information
Entity Registrant Name	TIMBER PHARMACEUTICALS, INC.
Document Type	10-Q
Document Period End Date	Apr. 30, 2020
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		11,849,031
Entity Central Index Key	0001504167
Current Fiscal Year End Date	--01-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands		Apr. 30, 2020	Jan. 31, 2020
Current assets:
Cash and cash equivalents		$ 279	$ 727
Prepaid expenses and other		149	259
Total current assets		428	986
Property and equipment, net		16	93
Operating lease right-of-use asset, net		871	936
Other		115	115
Total assets		1,430	2,130
Current liabilities:
Accounts payable		625	564
Accrued expenses and other		723	942
Note payable, net of discount and issuance costs of $174 and $522, respectively		1,191	178
Total current liabilities		2,539	1,684
Long-term liabilities:
Non-current operating lease liability		696	761
Other		74	24
Total liabilities		3,309	2,469
Commitments and contingencies (Note 5)
Stockholders' deficit:
Series A convertible preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of April 30, 2020 and January 31, 2020	[1]
Common stock, $0.001 par value; 450,000,000 shares authorized; 1,523,185 and 1,268,991 shares issued and outstanding as of April 30, 2020 and January 31, 2020, respectively	[1]	2	1
Additional paid-in capital		88,351	87,881
Accumulated deficit		(90,232)	(88,221)
Total stockholders' deficit		(1,879)	(339)
Total liabilities and stockholders' deficit		$ 1,430	$ 2,130
[1]	Note: Share amounts presented above have been adjusted to reflect the impact of a 1-for-12 reverse stock split effected in May 2020 as discussed in Note 1.

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands	Apr. 30, 2020USD ($)$ / sharesshares	Jan. 31, 2020USD ($)$ / sharesshares
Condensed Consolidated Balance Sheets
Discount and issuance costs on notes payable | $	$ 174	$ 522
Series A convertible preferred stock, par value (in dollars per share) | $ / shares	$ 0.001	$ 0.001
Series A convertible preferred stock, shares authorized	10,000,000	10,000,000
Series A convertible preferred stock, shares issued	0	0
Series A convertible preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share) | $ / shares	$ 0.001	$ 0.001
Common stock, shares authorized	450,000,000	450,000,000
Common stock, shares issued	1,523,185	1,268,991
Common stock, shares outstanding	1,523,185	1,268,991

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands		3 Months Ended
		Apr. 30, 2020	Apr. 30, 2019
Operating expenses:
Research and development		$ 94	$ 2,199
Sales and marketing		143	264
General and administrative		1,378	1,177
Total operating expenses		1,615	3,640
Loss from operations		(1,615)	(3,640)
Change in fair value of warrant and common stock liability		35	9
Other income (expense), net		(431)	10
Loss before provision for income taxes		(2,011)	(3,621)
Provision for income taxes			2
Net Loss		$ (2,011)	$ (3,623)
Basic and diluted net loss per share	[1]	$ (1.34)	$ (4.61)
Shares used in computing basic and diluted net loss per share	[1]	1,502,000	786,000
[1]	Note: Share and per share amounts presented above have been adjusted to reflect the impact of a 1-for-12 reverse stock split effected in May 2020 as discussed in Note 1.

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Parenthetical)	May 18, 2020
Condensed Consolidated Statements of Operations
Conversion reverse stock split ratio	0.0833

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands		Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning Balance at Jan. 31, 2019		$ 1	$ 79,831	$ (78,534)	$ 1,298
Beginning Balance (in shares) at Jan. 31, 2019	[1]	727,718
Increase (decrease) in stockholders' equity (deficit)
Issuance of common stock due to exercise of options			4		4
Issuance of common stock due to exercise of options (in shares)	[1]	139
Issuance of common stock, net of issuance costs			3,554		3,554
Issuance of common stock, net of issuance costs (in shares)	[1]	145,483
Stock-based compensation expense			191		191
Net loss				(3,623)	(3,623)
Ending Balance at Apr. 30, 2019		$ 1	83,580	(82,157)	1,424
Ending Balance (in shares) at Apr. 30, 2019	[1]	873,340
Beginning Balance at Jan. 31, 2020		$ 1	87,881	(88,221)	(339)
Beginning Balance (in shares) at Jan. 31, 2020	[1]	1,268,991
Increase (decrease) in stockholders' equity (deficit)
Issuance of common stock upon exercise of warrants		$ 1	(1)
Issuance of common stock upon exercise of warrants (in shares)	[1]	183,361
Issuance of common stock in warrant exchange			348		348
Issuance of common stock in warrant exchange (in shares)	[1]	70,833
Stock-based compensation expense			123		123
Net loss				(2,011)	(2,011)
Ending Balance at Apr. 30, 2020		$ 2	$ 88,351	$ (90,232)	$ (1,879)
Ending Balance (in shares) at Apr. 30, 2020	[1]	1,523,185
[1]	Note: Share amounts presented above have been adjusted to reflect the impact of a 1-for-12 reverse stock split effected in May 2020 as discussed in Note 1.

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) $ in Millions	3 Months Ended
	Apr. 30, 2019USD ($)
Condensed Consolidated Statements of Stockholders' Equity (Deficit)
Issuance costs	$ 0.4

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Cash flows from operating activities:
Net loss	$ (2,011)	$ (3,623)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	123	191
Depreciation expense		14
Amortization of note discount	388
Change in fair value of warrant liability	(35)	(9)
Changes in assets and liabilities:
Prepaid expenses and other assets	110	66
Accounts payable	61	(178)
Accrued expenses and other liabilities	284	206
Net cash used in operating activities	(1,080)	(3,333)
Cash flows from investing activities:
Proceeds from sale of property and equipment	77
Purchases of property and equipment		(6)
Net cash provided by (used in) investing activities	77	(6)
Cash flows from financing activities:
Proceeds from the issuance of common stock, net of issuance costs		3,554
Proceeds from note payable	625
Proceeds from exercises of stock options		4
Payments on financing lease obligation	(70)	(5)
Net cash provided by financing activities	555	3,553
Net increase (decrease) in cash and cash equivalents	(448)	214
Cash and cash equivalents as of beginning of year	727	3,069
Cash and cash equivalents as of end of year	279	$ 3,283
Non-cash financing activities:
Common stock liability to exchange warrants for common stock	$ 348

DESCRIPTION OF BUSINESS AND SUM

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Apr. 30, 2020
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Timber Pharmaceuticals, Inc., formerly known as BioPharmX Corporation, (together with its subsidiary the “Company” or “Timber”) is incorporated under the laws of the state of Delaware and originally incorporated on August 30, 2010 in Nevada under the name Thompson Designs, Inc. The Company has one wholly-owned subsidiary, BioPharmX, Inc., a Nevada corporation. The Company is a specialty pharmaceutical company focused on the dermatology market. Its focus is to develop products that treat dermatologic conditions that are not being adequately addressed or those where current therapies and approaches are suboptimal. Its strategy is to bring new products to market by identifying optimal delivery mechanisms and/or alternative applications for United States Food and Drug Adminstration (“FDA”) approved or well characterized active pharmaceutical ingredients (“API”). The Company aims to reduce the time, cost and risks typically associated with new product development by utilizing APIs with demonstrated safety profiles and, when applicable, taking advantage of the regulatory approval pathway under Section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act. Section 505(b)(2) permits an applicant for a new product, such as a new or improved formulation or a new use of an approved product, to rely in part on literature and/or the FDA’s findings of safety and/or effectiveness for a similar previously-approved product. The Company’s approach is to identify the limitations of current treatment options and work to develop novel products using our proprietary HyantX™ topical drug delivery system. Since the Company’s inception, substantially all of the Company’s efforts have been devoted to developing its product candidates, including conducting preclinical and clinical trials, and providing general and administrative support for its operations. The Company has financed its operations primarily through the sale of equity and convertible notes. Merger Agreement On May 18, 2020, the Company completed its business combination with Timber Pharmaceuticals LLC, a Delaware limited liability company (“Timber Sub”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020 (the “Merger Agreement”), by and among the Company, Timber Sub and BITI Merger, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), as amended by Amendment No. 1 thereto made and entered into as of March 24, 2020 (the “First Amendment”) and Amendment No. 2 thereto made and entered into as of April 27, 2020 (the “Second Amendment”) (the Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended Merger Agreement”), pursuant to which Merger Sub merged with and into Timber Sub, with Timber Sub surviving as a wholly-owned subsidiary of the Company (the “Merger”). In connection with, and immediately prior to the completion of, the Merger, the Company effected a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1‑for‑12 (the “Reverse Stock Split”). Immediately after completion of the Merger, the Company changed its name to “Timber Pharmaceuticals, Inc.”, focused on the development and commercialization of treatments for orphan dermatologic diseases. Under the terms of the Amended Merger Agreement, the Company issued shares of Common Stock to the holders of common units of Timber Sub. Immediately after the Merger, there were approximately 11,867,904 shares of Common Stock outstanding (after the Reverse Stock Split). Pursuant to the terms of the Amended Merger Agreement, the former holders of common units of Timber Sub (including the Investors, as defined below, but excluding VARs, as defined below) owned in the aggregate approximately 88.5% of the outstanding Common Stock, with the Company’s stockholders immediately prior to the Merger owning approximately 11.5% of the outstanding Common Stock. The number of shares of Common Stock issued to the holders of common units of Timber Sub for each common unit of Timber Sub outstanding immediately prior to the Merger was calculated using an exchange ratio of approximately 629.57 shares of Common Stock for each Timber Sub unit. In addition, the 584 Value Appreciation Rights of Timber Sub (“VARs”) that were outstanding immediately prior to Merger became denoted and payable in 367,670 shares of Common Stock at the Effective Time. Further, the holder of the 1,820,046 preferred units of Timber Sub outstanding immediately prior to the Merger received 1,821 shares of the newly created convertible Series A preferred stock at the effective time of the Merger (the “Effective Time”). In connection with the Merger Agreement, the Company entered into a Credit Agreement with Timber Sub, pursuant to which Timber Sub has agreed to make a bridge loan to the Company (the “Bridge Loan”), in an aggregate amount of $2.25 million with $250,000 original issue discount. As of April 30, 2020, the Company had received $1,250,000 under the Bridge Loan with the remaining $1,000,000 received on May 18, 2020. Securities Purchase Agreement On May 18, 2020, the Company and Timber Sub completed a previously announced private placement transaction with certain accredited investors for an aggregate purchase price of approximately $25.0 million (comprised of (x) approximately $5 million credit with respect to the senior secured notes issued in connection with the bridge loan that certain of the Investors made to Timber Sub at the time of the execution of the Merger Agreement, and (y) approximately $20 million in cash from the Investors, whereby, among other things, Timber Sub issued to the Investors common units of Timber Sub immediately prior to the Merger (the “Pre-Merger Financing”), pursuant to the Securities Purchase Agreement (the “Securities Purchase Agreement”), made and entered into as March 27, 2020, as amended, by and among the Company, Timber Sub and the institutional investors party thereto (the “Investors”). In addition, pursuant to the terms of the Securities Purchase Agreement, dated as of January 28, 2020 between Timber Sub and several of the Investors (the “Bridge Investors”), the Company issued to the Bridge Investors, on May 22, 2020, warrants to purchase 413,751 shares of Common Stock at an exercise price of $2.2362. Investor Warrants On June 2, 2020, pursuant to the terms of the Securities Purchase Agreement, the Company issued the Series A Warrants, the Series B Warrants and the Bridge Warrants. Series A Warrants The Series A Warrants were issued on June 2, 2020 at an initial exercise price of $2.7953 per share, were immediately exercisable upon issuance and have a term of five years from the date of issuance. The Series A Warrants are exercisable for 8,384,764 shares of Common Stock in the aggregate. The Series A Warrants provide that if the Company issues or sells, enters into a definitive, binding agreement pursuant to which the Company is required to issue or sell or is deemed, pursuant to the provisions of the Series A Warrants, to have issued or sold, any shares of Common Stock for a price per share lower than the exercise price then in effect (a “Dilutive Issuance”), subject to certain limited exceptions, then the exercise price of the Series A Warrants shall be reduced to such lower price per share. Notwithstanding the foregoing, no adjustment to the exercise price of the Series A Warrants as a result of a Dilutive Issuance shall cause the exercise price to be less than $1.2085, calculated based on a pre-money valuation (of the combined company, assuming for this purpose the pre-money issuance of the Converted Shares) of $15 million. In addition, the exercise price and the number of shares of Common Stock issuable upon exercise of the Series A Warrants are subject to adjustment in connection with stock splits, dividends or distributions or other similar transactions. Further, on each Reset Date (as defined below) the Series A Warrants will be adjusted downward (but not increased) such that the exercise price thereof becomes 125% of the Reset Price (as defined below), and the number of shares underlying the Series A Warrants will be increased (but not decreased) to the quotient of (a)(i) the exercise price in effect prior to the Reset (as defined below) multiplied by (ii) the number of shares underlying the Series A Warrants prior to the Reset divided by (b) the exercise price resulting from the Reset. Pursuant to the Series A Warrants, the Company has agreed not to enter into, allow or be party to certain fundamental transactions, generally including any merger with or into another entity, sale of all or substantially all of the Company’s assets, tender offer or exchange offer, or reclassification of the Common Stock (a “Fundamental Transaction”) until the 45th trading day immediately following the earlier to occur of (x) the date a holder can sell all underlying securities pursuant to Rule 144 without restriction or limitation and without the requirement to be in compliance with Rule 144(c)(1) of the Securities Act and (y) June 2, 2022 (the “Reservation Date”). Thereafter, upon any exercise of a Series A Warrant, the holder shall have the right to receive, for each share of Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of a Fundamental Transaction, at the option of the holder (without regard to any limitation on the exercise of the Series A Warrant), the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Series A Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation on the exercise of the Series A Warrant). For purposes of any such exercise, the determination of the exercise price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the exercise price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Series A Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under the Series A Warrants, upon which the Series A Warrants shall become exercisable for shares of Common Stock, shares of the common stock of the Successor Entity or the consideration that would have been issuable to the holders had they exercised the Series A Warrants prior to such Fundamental Transaction, at the holders’ election. Additionally, at the request of a holder delivered before the 90th day after the consummation of a Fundamental Transaction, the Company or the successor entity must purchase such holder’s warrant for the value calculated using the Black-Scholes option pricing model as of the day immediately following the public announcement of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated. The Series A Warrants also contain a “cashless exercise” feature that allows the holders to exercise the Series A Warrants without making a cash payment in the event that there is no effective registration statement registering the shares issuable upon exercise of the Series A Warrants. The Series A Warrants are subject to a blocker provision which restricts the exercise of the Series A Warrants if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) would beneficially own in excess of 4.99% or 9.99% of the outstanding Common Stock (including the shares of Common Stock issuable upon such exercise), as such percentage ownership is determined in accordance with the terms of the Series A Warrants. If the Company fails to issue to a holder of Series A Warrants the number of shares of Common Stock to which such holder is entitled upon such holder’s exercise of the Series A Warrants, then the Company shall be obligated to pay the holder on each day while such failure is continuing an amount equal to 1.5% of the market value of the undelivered shares determined using a trading price of Common Stock selected by the holder while the failure is continuing and if the holder purchases shares of Common Stock in connection with such failure (“Series A Buy-In Shares”), then the Company must, at the holder’s discretion, reimburse the holder for the cost of such Series A Buy-In Shares or deliver the owed shares and reimburse the holder for the difference between the price such holder paid for the Series A Buy-In Shares and the market price of such shares, measured at any time of the holder’s choosing while the delivery failure was continuing. Further, in the event that the Company does not have sufficient authorized shares to deliver in satisfaction of an exercise of a Series A Warrant, then unless the holder elects to void such attempted exercise, the holder may require the Company to pay an amount equal to the product of (i) the number of shares that the Company is unable to deliver and (ii) the highest volume-weighted average price of a share of Common Stock as quoted on NYSE American during the period beginning on the date of such attempted exercise and ending on the date that the Company makes the applicable payment. Series B Warrants The Series B Warrants have an exercise price of $0.001, were exercisable upon issuance and will expire on the day following the later to occur of (i) the Reservation Date, and (ii) the date on which the Investor’s Series B Warrants have been exercised in full (without giving effect to any limitation on exercise contained therein) and no shares remain issuable thereunder. Upon their issuance on June 2, 2020, the Series B Warrants were exercisable for 7,042,175 shares of Common Stock in the aggregate. Additionally, every ninth trading day up to and including the 45th trading day (each, a “Reset Date”) following (i) the 15th trading day immediately following the issuance date of the Series B Warrants and (ii) every 15th trading day thereafter (each such date provided in the foregoing clauses (i) and (ii), an “End Reset Measuring Date”) (except if on such date (1) the holder cannot freely sell any Registrable Securities (as defined below) pursuant to a resale registration statement and (2) the holder cannot sell any Registrable Securities without restriction or limitation pursuant to Rule 144, and provided that no date following the occurrence of a Satisfaction Event (as defined below) will be deemed an End Reset Measuring Date, and provided further that no such date will be deemed an End Reset Measuring Date if an End Reset Measuring Date has previously occurred and either (1) if the holder was able to then freely sell any Registrable Securities pursuant to a resale registration statement in accordance with such prior End Reset Measuring Date, such ability continued uninterrupted through and including the applicable date of determination or (2) if the holder was able to freely sell any Registrable Securities without restriction or limitation pursuant to Rule 144 in accordance with such prior End Reset Measuring Date, such ability continued uninterrupted through and including the applicable date of determination) (such 45 trading day period, the “Reset Period” and each such 45th trading day after (i) or (ii), the “End Reset Date”), the number of shares issuable upon exercise of each Investor’s Series B Warrants shall be increased (a “Reset”) to the number (if positive) obtained by subtracting (i) the number of Converted Shares, from (ii) the quotient determined by dividing (a) the pro rata portion of the Purchase Price paid by the Investor, by (b) the greater of (x) the arithmetic average of the five lowest dollar volume-weighted average prices of a share of Common Stock on NYSE American during the applicable Reset Period immediately preceding the applicable Reset Date to date and (y) provided that the Common Stock is then traded on the NYSE American, a floor price per share of $0.8056 (the “Floor Price”) calculated based on a pre-money valuation (of the combined company, assuming for this purpose the pre-money issuance of the Converted Shares) of $10 million (such number resulting in this clause (b), the “Reset Price”). “Satisfaction Event” means (1) all Registrable Securities are able to be freely sold without any restriction or limitation by the holder at all times during the 45 trading day period beginning on, and including, any End Reset Measuring Date either (a) pursuant to a resale registration statement or (b) pursuant to Rule 144; or (2) the Reservation Date has occurred. Pursuant to the Series B Warrants, the Company has agreed not to enter into, allow or be party to a Fundamental Transaction until the Reservation Date. Thereafter, upon any exercise of a Series B Warrant, the holder shall have the right to receive, for each share of Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of a Fundamental Transaction, at the option of the holder (without regard to any limitation on the exercise of the Series B Warrant), the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Series B Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation on the exercise of the Series B Warrant). For purposes of any such exercise, the determination of the exercise price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the exercise price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Series B Warrant following such Fundamental Transaction. The Company shall cause any Successor Entity to assume in writing all of the obligations of the Company under the Series B Warrants, upon which the Series B Warrants shall become exercisable for shares of Common Stock, shares of the common stock of the Successor Entity or the consideration that would have been issuable to the holders had they exercised the Series B Warrants prior to such Fundamental Transaction, at the holders’ election. The Series B Warrants also contain a “cashless exercise” feature that allows the holders to exercise the Series B Warrants without making a cash payment. The Series B Warrants are subject to a blocker provision which restricts the exercise of the Series B Warrants if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% or 9.99% of the outstanding Common Stock (including the shares of Common Stock issuable upon such exercise), as such percentage ownership is determined in accordance with the terms of the Series B Warrants. If the Company fails to issue to a holder of Series B Warrants the number of shares of Common Stock to which such holder is entitled upon such holder’s exercise of the Series B Warrants, then the Company shall be obligated to pay the holder on each day while such failure is continuing an amount equal to 1.5% of the market value of the undelivered shares determined using a trading price of Common Stock selected by the holder while the failure is continuing and if the holder purchases shares of Common Stock in connection with such failure (“Series B Buy-In Shares”), then the Company must, at the holder’s discretion, reimburse the holder for the cost of such Series B Buy-In Shares or deliver the owed shares and reimburse the holder for the difference between the price such holder paid for the Series B Buy-In Shares and the market price of such shares, measured at any time of the holder’s choosing while the delivery failure was continuing. Further, the Series B Warrants provide that, in the event that the Company does not have sufficient authorized shares to deliver in satisfaction of an exercise of a Series B Warrant, then unless the holder elects to void such attempted exercise, the holder may require the Company to pay an amount equal to the product of (i) the number of shares that is unable to deliver and (ii) the highest volume-weighted average price of a share of Common Stock as quoted on NYSE American during the period beginning on the date of such attempted exercise and ending on the date that the Company makes the applicable payment. Bridge Warrants The Bridge Warrants, were issued on May 22, 2020 to the Bridge Investors, have an exercise price of $2.2362 per share, were immediately exercisable upon issuance and have a term of five years from the date of issuance. The Bridge Warrants are exercisable for 413,751 shares of Common Stock in the aggregate. The Bridge Warrants provide that if Timber issues or sells or in accordance with the terms of the Bridge Warrants, is deemed to have issued or sold any shares of Common Stock for a price per share lower than the exercise price then in effect subject to certain limited exceptions, then the exercise price of the Bridge Warrants shall be reduced to such lower price per share. Upon the consummation of Fundamental Transaction by the Company, upon any exercise of a Bridge Warrant, the holder shall have the right to receive, for each share of Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of a Fundamental Transaction, at the option of the holder (without regard to any limitation on the exercise of the Bridge Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Bridge Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation on the exercise of the Bridge Warrant). For purposes of any such exercise, the determination of the exercise price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the exercise price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Bridge Warrant following such Fundamental Transaction. The Company shall cause any Successor Entity to assume in writing all of the obligations of the Company under the Bridge Warrants, upon which the Bridge Warrants shall become exercisable for shares of Common Stock, shares of the Common Stock of the Successor Entity or the consideration that would have been issuable to the holders had they exercised the Bridge Warrants prior to such Fundamental Transaction, at the holders’ election. Additionally, at the request of a holder of a Bridge Warrant delivered before the 90th day after the consummation of a Fundamental Transaction, Timber or the successor entity must purchase such holder’s warrant for the value calculated using the Black-Scholes option pricing model as of the day immediately following the public announcement of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated. The Bridge Warrants also contain a “cashless exercise” feature that allows the holders to exercise the Bridge Warrants without making a cash payment in the event that there is no effective registration statement registering the shares issuable upon exercise of the Bridge Warrants. The Bridge Warrants are subject to a blocker provision which restricts the exercise of the Bridge Warrants if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% or 9.99% of the outstanding shares of Common Stock (including the shares of Common Stock issuable upon such exercise), as such percentage ownership is determined in accordance with the terms of the Bridge Warrants. Basis of Presentation and Principles of Consolidation These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10‑K for the year ended January 31, 2020, filed on March 23, 2020. The condensed consolidated balance sheet as of January 31, 2020, included herein, was derived from the audited consolidated financial statements as of that date. The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s statement of financial position as of April 30, 2020 and January 31, 2020, and the Company’s results of operations and cash flows for the three months ended April 30, 2020 and 2019. The results for the three months ended April 30, 2020 are not necessarily indicative of the results to be expected for the year ending January 31, 2021 or any future period. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses recognized during the reported period. Actual results could differ from those estimates. Reverse Stock Split On May 18, 2020, immediately prior to the Merger, the Company effected a 1-for-12 reverse stock split of its Common Stock by filing an amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. As of the opening of the NYSE American on May 19, 2020, the Common Stock began trading on a Reverse Stock Split-adjusted basis. All common share numbers in this periodic report have been adjusted to reflect the Reverse Stock Split. As a result of the Reverse Stock Split, the number of issued and outstanding shares of Common Stock immediately prior to the Reverse Stock Split was reduced into a smaller number of shares, such that every 12 shares of Common Stock held by a stockholder of the Company immediately prior to the Reverse Stock Split were combined and reclassified into one share of Common Stock after the Reverse Stock Split. All outstanding and unexercised stock option and warrants to purchase shares of Common Stock otherwise remain in effect pursuant to their terms, subject to adjustment to account for the Reverse Stock Split. Immediately following the Reverse Stock Split, there were approximately 1,367,326 shares of Common Stock outstanding prior to the Merger. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares instead are entitled to receive cash in lieu of their fractional shares. The Reverse Stock Split had no effect on the par value of the Common Stock, or the rights and privileges of the holders of Common Stock or preferred stock, and did not affect any stockholder’s percentage ownership interest in the Company, except to the extent that it resulted in any stockholders owning a fractional share. As approved by the Company’s stockholders, the Reverse Stock Split made no corresponding adjustment with respect to the Company’s authorized capital stock. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. When such an event occurs, management determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. The Company did not identify any impairment losses for either of the three months ended April 30, 2020 or 2019. Net Loss per Share Basic net loss per share is calculated based on the weighted-average number of shares of the Company’s Common Stock outstanding during the period. The weighted-average shares outstanding for the three months ended April 30, 2020 and 2019 excludes 644 shares of unvested restricted Common Stock. Diluted net loss per share is calculated based on the weighted average number of shares of the Company’s Common Stock outstanding and other dilutive securities outstanding during the period. As of April 30, 2020 and 2019, approximately 319,000 and 450,000 of potentially dilutive securities, respectively, were excluded from the computation of diluted net loss per share because their effect on net loss per share would be anti-dilutive. Warrant Liability The Company accounts for certain of its warrants as derivative liabilities based on provisions relating to cash settlement options. The Company recorded a liability for the fair value of the warrants at the time of issuance, and at each reporting date the warrants are revalued to the instrument’s fair value. The fair value of the warrants are estimated using the Black-Scholes pricing model. This liability is subject to fair value re-measurement until the warrants are exercised or expired, and any change in fair value is recognized as other income or expense in the condensed consolidated statements of operations and comprehensive loss. Common Stock Liability In January 2020, the Company entered into an exchange agreement with certain warrant holders, in which approximately

GOING CONCERN

GOING CONCERN	3 Months Ended
	Apr. 30, 2020
GOING CONCERN
GOING CONCERN	2. GOING CONCERN The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern and will continue to conduct operations for the foreseeable future and realize assets and discharge liabilities in the ordinary course of operations. As of April 30, 2020, the Company had cash and cash equivalents of $0.3 million and working capital deficit of $2.1 million. The Company has incurred recurring losses and negative cash flows from operations since inception and has funded its operating losses through the sale of common stock, preferred stock, warrants to purchase common stock and the issuance of notes. The Company incurred a net loss of $2.0 million and $3.6 million for the three months ended April 30, 2020 and 2019, respectively. The Company had an accumulated deficit of $90.2 million as of April 30, 2020. Prior to the Merger, the Company’s limited operating history and need for significant additional financing in the future raised substantial doubt about its ability to continue as a going concern. Although the Company generated gross proceeds of $25.0 million from the private placement transaction in May 2020 as discussed in Note 1, the Company expects its expenses to increase in connection with its ongoing research and development of its pipeline of programs and additional costs as a public company. The Company anticipates incurring additional losses for the foreseeable future and may never become profitable. If the Company is unable to maintain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not contain any adjustments that might result from the resolution of any of the above uncertainties.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Apr. 30, 2020
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	3. FAIR VALUE MEASUREMENTS The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value. · Level 1—Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. · Level 2— Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. · Level 3— Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. As of January 31, 2020, the Company recorded a $0.4 million common stock liability, which was classified as Level 1 within the fair value hierarchy. There was no recorded common stock liability as of April 30, 2020.

BALANCE SHEET DETAILS

BALANCE SHEET DETAILS	3 Months Ended
	Apr. 30, 2020
BALANCE SHEET DETAILS
BALANCE SHEET DETAILS	4. BALANCE SHEET DETAILS April 30, January 31, 2020 2020 (in thousands) Accrued expenses and other current liabilities: Operating lease liability -current portion $ 260 $ 260 Transaction costs related to merger 223 — Legal 101 138 Compensation 58 51 Research and development 46 49 Fair value of common stock liability — 383 Other 35 61 $ 723 $ 942

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Apr. 30, 2020
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	5. COMMITMENTS AND CONTINGENCIES Commitments See Note 9 for discussion regarding the Company’s operating lease commitment. Legal Proceedings The Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. In addition, the Company may receive letters alleging infringement of patents or other intellectual property rights. The Company is not a party to any material legal proceeding, nor is it aware of any pending or threatened litigation that the Company believes is likely to have a material adverse effect on its business, results of operations, cash flows or financial condition should such litigation be resolved unfavorably. These claims, even if not meritorious, could result in the expenditure of significant financial resources and diversion of management efforts. Indemnification The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to the Company’s technology. The term of these indemnification agreements is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made. The Company has entered into indemnification agreements with its directors, officers and certain of its medical advisors that may require the Company to indemnify its directors, officers and such medical advisors against liabilities that may arise by reason of their status or service in these roles, other than liabilities arising from willful misconduct of the individual. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications has been recorded to date.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	3 Months Ended
	Apr. 30, 2020
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	6. STOCKHOLDERS’ DEFICIT Common Stock On January 28, 2020, in connection with the Bridge Loan, the Company issued a warrant to purchase Common Stock. The warrant was exercised on a cashless basis for a total amount 183,361 shares of the Company’s Common Stock. See Note 10 for discussion regarding the Bridge Loan. Warrants A summary of warrants outstanding as of April 30, 2020 is as follows: Total Price per Share Expiration Date Warrants related to June 2015 financing 364 $ 825.00 June 2020 Warrants related to April 2016 financing 5,882 $ 360.00 April 2021 Warrants related to September 2016 financing (1)(2) 2,378 $ 225.00 September 2021 to March 2022 Warrants related to November 2016 financing 101,353 $ 105.00 November 2024 Warrants related to November 2016 financing 2,985 $ 131.25 November 2022 Warrants related to November 2016 financing 661 $ 99.00 November 2022 Warrants related to April 2017 financing 2,671 $ 270.00 October 2022 Warrants related to October 2017 financing 3,205 $ 90.00 October 2022 Warrants related to November 2017 financing (2) 100,895 $ 60.00 November 2022 220,394 (1) In connection with the sale of Common Stock in September 2016, warrants to purchase 4,288 shares of Common Stock were issued at an exercise price of $225.00 per share. These warrants included a cash settlement option requiring the Company to record a liability for the fair value of the warrants at the time of issuance and at each reporting period with any change in the fair value reported as other income or expense. At the time of issuance, approximately $566,000 was recorded as a warrant liability. To value the warrant liability, the Company used the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.1%, contractual term of 5 years, expected volatility of 95.8% and a dividend rate of 0%. As of April 30, 2020, there was no fair value related to these warrants. (2) On January 28, 2020, the Company entered into an exchange agreement with certain warrant holders, in which approximately 189,205 warrants to purchase shares of Common Stock was exchanged for 70,833 shares of Common Stock. These certain warrants contained language that would have allowed the warrant holders to convert the warrants into shares of Common Stock at the time of the consummation of the Merger based on a Black-Scholes value of these certain warrants. On January 28, 2020, the Company revalued the warrants for the shares of Common Stock to be issued resulting in a charge to other income and expense of approximately $308,000 due to the incremental value between the warrants and exchanged shares of Common Stock. To value the warrants for approximately 189,205 shares of Common Stock to be exchanged, the Company used the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.47%, remaining contractual term of warrant, average expected volatility of 106% and a dividend rate of 0%. On January 31, 2020, the Company revalued the common stock liability and due to the lower closing stock price of the Company’s Common Stock, the common stock liability was reduced by approximately $280,000. As of January 31, 2020, the common stock liability was approximately $383,000. The exchange was effected on February 3, 2020, therefore there was no recorded common stock liability as of April 30, 2020. The summary table above does not include warrants to purchase Common Stock issued after April 30, 2020 as described in Note 1. Equity Incentive Plan On July 5, 2016, the Company adopted the 2016 Equity Incentive Plan (“2016 Plan”), which permits the Company to grant equity awards to directors, officers, employees and consultants. In connection with the adoption of the 2016 Plan, the Company ceased to grant equity awards under its 2014 Equity Incentive Plan (“2014 Plan”), which was adopted on January 23, 2014. All grants and awards under the 2014 Plan, including stock options previously issued under BioPharmX, Inc.’s 2011 Equity Incentive Plan that were substituted with stock options issued under the 2014 Plan, remain in effect in accordance with their terms. Stock options generally vest in one to four years and expire ten years from the date of grant. In March 2017, the 2016 Plan was amended and the shares reserved for issuance was increased by 66,666 shares to a total of 80,000 shares. In August 2018, the 2016 Plan was amended and the shares reserved for issuance were increased by 166,666 shares to a total of 246,666 shares of common stock. The 2014 Plan and 2016 Plan are referred to collectively as the “Plans.” The following table summarizes the Company’s stock option awards under the Plans: Weighted Average Remaining Aggregate Available for Exercise Contractual Intrinsic Grant Shares Prices Life Value (in thousands) Balance as of February 1, 2020 144,832 102,874 $ 48.24 8.37 $ 1 Canceled and expired under the 2014 Plan — (290) $ 381.72 Canceled under the 2016 Plan 4,714 (4,714) $ 76.92 Balance as of April 30, 2020 149,546 97,870 $ 45.81 8.55 $ — Vested, exercisable and expected to vest 45,479 $ 66.01 8.18 $ — Inducement Grants The Company has also awarded inducement option grants to purchase Common Stock to new employees outside of the 2016 Plan as permitted under Section 711(a) of the NYSE American Company Guide. Such options vest at the rate of 25% of the shares on the first anniversary of the commencement of such employee’s employment with the Company, and then one forty-eighth (1/48) of the shares monthly thereafter subject to such employee’s continued service. The following table summarizes the Company’s inducement grant stock option activities: Weighted Average Remaining Exercise Contractual Aggregate Shares Prices Life Intrinsic Value (in thousands) Balance as of February 1, 2020 556 $ 57.00 6.6 $ — Canceled (556) $ 57.00 Balance as of April 30, 2020 — $ — — $ — The following table summarizes significant ranges of outstanding and exercisable options as of April 30, 2020: Options Outstanding Options Vested and Exercisable Weighted Average Weighted Weighted Remaining Average Number Average Number Contractual Exercise Vested and Exercise Range of Exercise Prices Outstanding Life (in Years) Prices Exercisable Prices $5.28 - $10.08 54,551 9.14 $ 9.41 19,484 $ 9.61 $10.09 - $51.00 8,010 7.97 $ 34.52 6,431 $ 32.95 $51.01 - $126.00 29,280 8.20 $ 68.45 13,862 $ 71.02 $126.01 - $222.00 4,496 5.81 $ 203.98 4,169 $ 202.96 $222.01 - $342.00 533 6.05 $ 242.25 533 $ 242.25 $342.01 - $900.00 1,000 4.92 $ 642.99 1,000 $ 642.99 97,870 8.55 $ 45.81 45,479 $ 66.01 There were no stock option exercised during the three months ended April 30, 2020. The total intrinsic value of stock options exercised during the three months ended April 30, 2019 was less than $1,000.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	3 Months Ended
	Apr. 30, 2020
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION	7. STOCK-BASED COMPENSATION The following table summarizes the stock-based compensation expenses included in the condensed consolidated statement of operations and comprehensive loss (in thousands): For the three months ended April 30, 2020 2019 Research and development $ 2 $ 103 Sales and marketing 12 21 General and administrative 109 67 Total $ 123 $ 191 The Company estimates the fair value of stock options granted using the Black-Scholes pricing model. This model also requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. For employee grants, the fair value is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. As of April 30, 2020, total compensation costs related to unvested, but not yet recognized, stock-based awards was $0.6 million, net of estimated forfeitures. This cost will be amortized on a straight-line basis over a weighted average remaining period of 2.11 years and will be adjusted for subsequent changes in estimated forfeitures. Valuation Assumptions There were no stock options granted during the three months ended April 30, 2020. During the three months ended April 30, 2019, the grant date fair value of stock options granted was $16.32 per share. The following assumptions were used to calculate the estimated fair value of awards granted for the periods ended: For the three months ended April 30, 2019 Expected volatility 68.3 % Expected term in years 4.0 Risk-free interest rate 2.51 % Expected dividend yield — Expected Term The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. For awards granted subject only to service vesting requirements, the Company utilizes the simplified method for estimating the expected term of the stock-based award, instead of historical exercise data. Expected Volatility The Company uses the historical volatility of the price of shares of common stock of selected public companies, including the Company’s stock price, in the biotechnology sector due to its limited trading history. Risk-Free Interest Rate The Company bases the risk-free interest rate used in the Black-Scholes pricing model upon the implied yield curve currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model. Expected Dividend The Company has never paid dividends on its common shares and currently does not intend to do so and, accordingly, the dividend yield percentage is zero for all periods.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Apr. 30, 2020
INCOME TAXES
INCOME TAXES	8. INCOME TAXES The Company evaluates its ability to recover deferred tax assets, in full or in part, by considering all available positive and negative evidence, including past operating results and its forecast of future taxable income on a jurisdictional basis. The Company bases its estimate of current and deferred taxes on the tax laws and rates that are currently in effect in the appropriate jurisdiction. Changes in laws or rates may affect the tax provision as well as the amount of deferred tax assets or liabilities. Current tax laws impose substantial restrictions on the utilization of net operating loss (“NOL”) and credit carryforwards in the event of an “ownership change,” as defined by the Internal Revenue Code. If there should be an ownership change, the Company’s ability to utilize its carry-forwards could be limited. Although the Company has not conducted a formal NOL carryforward analysis, as a result of the registered direct offering in March 2019, ownership change resulting from the Merger and prior financing transactions, the NOL and credit carryforwards amounts may be materially limited. As of April 30, 2020 and January 31, 2020, the Company has not recorded any liability for unrecognized tax benefits related to uncertain tax positions. The 2010 to 2020 tax years remain open for examination by the federal and state authorities.

LEASES

LEASES	3 Months Ended
	Apr. 30, 2020
LEASES
LEASES	9. LEASES On October 30, 2018, the Company signed a lease for 11,793 square feet of office and laboratory space in San Jose, California. The lease commenced in December 2018 and will terminate in December 2023. The lease requires payment of maintenance, utilities, taxes, insurance and other operating expenses associated with the leased space. On February 14, 2020, the Company entered into a sublease agreement for its 11,793 square feet office and laboratory space in San Jose, California. The sublease covers the term of the master lease. Payments from the sublease are expected to materially offset the costs for lease and related operating expenses. The Company paid approximately $103,000 related to the consummation of the sublease for the remainder of the master lease. The Company analyzed the operating lease right-of-use asset and determined that the $103,000 should be expensed in operations as there is no related increase to the right-of-use asset. Lease expense is recognized on a straight-line basis over the lease term and was approximately $93,000 for each of the three months ended April 30, 2020 and 2019. Cash paid for amounts included in the measurement of the operating lease liability for the three months ended April 30, 2020 and 2019 was approximately $93,000 and $65,000, respectively, and was included in net cash used in operating activities in the statement of cash flows. The Company received approximately $94,000 in sublease income for the three months ended April 30, 2020, which was offset against rent expense within operating expenses. The future minimum payments and future minimum income for sublease rentals under the Company’s operating lease as of April 30, 2020 are as follows (in thousands): Operating Lease Payments Operating Lease Income Fiscal years ending January 31, 2021 $ 280 $ 279 2022 382 384 2023 392 396 2024 334 337 Total future minimum lease payments or income 1,388 $ 1,396 Less: present value discount (432) Present value of operating lease liabilities $ 956 The Company recorded financing leases related to laboratory equipment purchased in March 2018 and May 2019. The leased asset values were approximately $61,000 and $54,000, respectively, and the corresponding current and long-term liabilities were recorded in accrued expenses and other current liabilities and other long-term liabilities, respectively. In February 2020, the Company paid approximately $70,000 to execute the buyout provisions of the financing leases.

NOTE PAYABLE

NOTE PAYABLE	3 Months Ended
	Apr. 30, 2020
NOTE PAYABLE
NOTE PAYABLE	10. NOTE PAYABLE In connection with the Merger Agreement, the Company and Timber Sub entered into a Credit Agreement, dated as of January 28, 2020, pursuant to which Timber Sub agreed to make a Bridge Loan to the Company in an aggregate amount of $2.25 million. Pursuant to the terms of the Credit Agreement, Timber Sub made the Bridge Loan to the Company in three tranches: (i) a $625,000 initial advance ($700,000 less $75,000 of original issue discount (“OID”)) made on the closing date of the Credit Agreement; (ii) $625,000 ($700,000 less $75,000 of OID) 30 days thereafter; and (iii) $1,000,000 ($1,100,000 less $100,000 of OID) upon the closing of the Merger. The Bridge Loan bears interest at a rate of 12% per annum and is repayable on June 15, 2020, subject to extension for an additional month under certain circumstances, the termination (without completion) of the Merger or upon a liquidity event, as defined in the Credit Agreement. The Company also issued to Timber Sub a promissory note setting forth the terms of repayment (the “Note”). The Bridge Loan is collaterized by a lien on all of the Company’s assets. Further, in connection with the Bridge Loan, on January 28, 2020 the Company issued to Timber Sub a warrant to purchase approximately 187,944 shares of common stock at an exercise price of $0.12 (the “Bridge Warrant”). The Bridge Warrant was exercised on a cashless basis on February 10, 2020 for a total amount of 183,361 shares of the Company’s common stock. As of January 31, 2020, the Company received the initial tranche of $625,000 and recorded the note payable based on the relative fair values of the Bridge Warrant and Note. To value the Bridge Warrrant, the Company used the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.44%, contractual term of 30 months, expected volatility of 70.3% and a dividend rate of 0%. The fair value of the Bridge Warrant was approximately $460,000 and was recorded as additional paid-in capital and a discount on the Bridge Loan. The debt discount and issuance costs of $522,000 as of January 31, 2020 will be amortized through June 15, 2020. On February 28, 2020, the Company received the second tranche payment of $625,000. The Company recorded approximately $388,000 in note discount in interest expense for the three months ended April 30, 2020.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Apr. 30, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	11. SUBSEQUENT EVENTS On May 18, 2020, the Company completed its business combination with Timber Sub, received the third tranche payment of $1.0 million under the Bridge Loan, effected a Reverse Stock Split and became obligated to issue warrants to purchase Common Stock pursuant with the Securities Purchase Agreement. See Note 1 for further discussion.

DESCRIPTION OF BUSINESS AND S_2

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Apr. 30, 2020
Merger Agreement	Merger Agreement On May 18, 2020, the Company completed its business combination with Timber Pharmaceuticals LLC, a Delaware limited liability company (“Timber Sub”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020 (the “Merger Agreement”), by and among the Company, Timber Sub and BITI Merger, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), as amended by Amendment No. 1 thereto made and entered into as of March 24, 2020 (the “First Amendment”) and Amendment No. 2 thereto made and entered into as of April 27, 2020 (the “Second Amendment”) (the Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended Merger Agreement”), pursuant to which Merger Sub merged with and into Timber Sub, with Timber Sub surviving as a wholly-owned subsidiary of the Company (the “Merger”). In connection with, and immediately prior to the completion of, the Merger, the Company effected a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1‑for‑12 (the “Reverse Stock Split”). Immediately after completion of the Merger, the Company changed its name to “Timber Pharmaceuticals, Inc.”, focused on the development and commercialization of treatments for orphan dermatologic diseases. Under the terms of the Amended Merger Agreement, the Company issued shares of Common Stock to the holders of common units of Timber Sub. Immediately after the Merger, there were approximately 11,867,904 shares of Common Stock outstanding (after the Reverse Stock Split). Pursuant to the terms of the Amended Merger Agreement, the former holders of common units of Timber Sub (including the Investors, as defined below, but excluding VARs, as defined below) owned in the aggregate approximately 88.5% of the outstanding Common Stock, with the Company’s stockholders immediately prior to the Merger owning approximately 11.5% of the outstanding Common Stock. The number of shares of Common Stock issued to the holders of common units of Timber Sub for each common unit of Timber Sub outstanding immediately prior to the Merger was calculated using an exchange ratio of approximately 629.57 shares of Common Stock for each Timber Sub unit. In addition, the 584 Value Appreciation Rights of Timber Sub (“VARs”) that were outstanding immediately prior to Merger became denoted and payable in 367,670 shares of Common Stock at the Effective Time. Further, the holder of the 1,820,046 preferred units of Timber Sub outstanding immediately prior to the Merger received 1,821 shares of the newly created convertible Series A preferred stock at the effective time of the Merger (the “Effective Time”). In connection with the Merger Agreement, the Company entered into a Credit Agreement with Timber Sub, pursuant to which Timber Sub has agreed to make a bridge loan to the Company (the “Bridge Loan”), in an aggregate amount of $2.25 million with $250,000 original issue discount. As of April 30, 2020, the Company had received $1,250,000 under the Bridge Loan with the remaining $1,000,000 received on May 18, 2020.
Securities Purchase Agreement	Securities Purchase Agreement On May 18, 2020, the Company and Timber Sub completed a previously announced private placement transaction with certain accredited investors for an aggregate purchase price of approximately $25.0 million (comprised of (x) approximately $5 million credit with respect to the senior secured notes issued in connection with the bridge loan that certain of the Investors made to Timber Sub at the time of the execution of the Merger Agreement, and (y) approximately $20 million in cash from the Investors, whereby, among other things, Timber Sub issued to the Investors common units of Timber Sub immediately prior to the Merger (the “Pre-Merger Financing”), pursuant to the Securities Purchase Agreement (the “Securities Purchase Agreement”), made and entered into as March 27, 2020, as amended, by and among the Company, Timber Sub and the institutional investors party thereto (the “Investors”). In addition, pursuant to the terms of the Securities Purchase Agreement, dated as of January 28, 2020 between Timber Sub and several of the Investors (the “Bridge Investors”), the Company issued to the Bridge Investors, on May 22, 2020, warrants to purchase 413,751 shares of Common Stock at an exercise price of $2.2362. Investor Warrants On June 2, 2020, pursuant to the terms of the Securities Purchase Agreement, the Company issued the Series A Warrants, the Series B Warrants and the Bridge Warrants.
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10‑K for the year ended January 31, 2020, filed on March 23, 2020. The condensed consolidated balance sheet as of January 31, 2020, included herein, was derived from the audited consolidated financial statements as of that date. The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s statement of financial position as of April 30, 2020 and January 31, 2020, and the Company’s results of operations and cash flows for the three months ended April 30, 2020 and 2019. The results for the three months ended April 30, 2020 are not necessarily indicative of the results to be expected for the year ending January 31, 2021 or any future period.
Use of Estimates	Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses recognized during the reported period. Actual results could differ from those estimates.
Reverse Stock Split	Reverse Stock Split On May 18, 2020, immediately prior to the Merger, the Company effected a 1-for-12 reverse stock split of its Common Stock by filing an amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. As of the opening of the NYSE American on May 19, 2020, the Common Stock began trading on a Reverse Stock Split-adjusted basis. All common share numbers in this periodic report have been adjusted to reflect the Reverse Stock Split. As a result of the Reverse Stock Split, the number of issued and outstanding shares of Common Stock immediately prior to the Reverse Stock Split was reduced into a smaller number of shares, such that every 12 shares of Common Stock held by a stockholder of the Company immediately prior to the Reverse Stock Split were combined and reclassified into one share of Common Stock after the Reverse Stock Split. All outstanding and unexercised stock option and warrants to purchase shares of Common Stock otherwise remain in effect pursuant to their terms, subject to adjustment to account for the Reverse Stock Split. Immediately following the Reverse Stock Split, there were approximately 1,367,326 shares of Common Stock outstanding prior to the Merger. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares instead are entitled to receive cash in lieu of their fractional shares. The Reverse Stock Split had no effect on the par value of the Common Stock, or the rights and privileges of the holders of Common Stock or preferred stock, and did not affect any stockholder’s percentage ownership interest in the Company, except to the extent that it resulted in any stockholders owning a fractional share. As approved by the Company’s stockholders, the Reverse Stock Split made no corresponding adjustment with respect to the Company’s authorized capital stock.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. When such an event occurs, management determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. The Company did not identify any impairment losses for either of the three months ended April 30, 2020 or 2019.
Net Loss per Share	Net Loss per Share Basic net loss per share is calculated based on the weighted-average number of shares of the Company’s Common Stock outstanding during the period. The weighted-average shares outstanding for the three months ended April 30, 2020 and 2019 excludes 644 shares of unvested restricted Common Stock. Diluted net loss per share is calculated based on the weighted average number of shares of the Company’s Common Stock outstanding and other dilutive securities outstanding during the period. As of April 30, 2020 and 2019, approximately 319,000 and 450,000 of potentially dilutive securities, respectively, were excluded from the computation of diluted net loss per share because their effect on net loss per share would be anti-dilutive.
Warrant Liability	Warrant Liability The Company accounts for certain of its warrants as derivative liabilities based on provisions relating to cash settlement options. The Company recorded a liability for the fair value of the warrants at the time of issuance, and at each reporting date the warrants are revalued to the instrument’s fair value. The fair value of the warrants are estimated using the Black-Scholes pricing model. This liability is subject to fair value re-measurement until the warrants are exercised or expired, and any change in fair value is recognized as other income or expense in the condensed consolidated statements of operations and comprehensive loss.
Common Stock Liability	Common Stock Liability In January 2020, the Company entered into an exchange agreement with certain warrant holders, in which approximately 189,205 warrants to purchase shares of common stock was exchanged for 70,833 shares of Common Stock. The value of these shares was approximately $383,000 as of January 31, 2020 and was included in accrued expenses and other on the condensed consolidated balance sheets. The shares were issued in February 2020 at which time the related liability was remeasured and approximately $35,000 of income was recognized. The remaining $348,000 was reclassified to additional paid-in capital upon issuance of the shares. There was no common stock liability as of April 30, 2020.
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies There have been no significant changes in the Company’s significant accounting policies for the three months ended April 30, 2020 as compared to the significant accounting policies described in the Annual Report on Form 10‑K for the fiscal year ended January 31, 2020.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018‑13, Fair Value Measurement Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , which amended certain disclosure requirements over Level 1, Level 2 and Level 3 fair value measurements. The amendment is effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted. The Company adopted this update as of February 1, 2020 and the adoption did not have a material effect on its condensed consolidated financial statements. The Company has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business or no material effect is expected on the condensed consolidated financial statements as a result of future adoption.
Series A Warrants
Warrants	Series A Warrants The Series A Warrants were issued on June 2, 2020 at an initial exercise price of $2.7953 per share, were immediately exercisable upon issuance and have a term of five years from the date of issuance. The Series A Warrants are exercisable for 8,384,764 shares of Common Stock in the aggregate. The Series A Warrants provide that if the Company issues or sells, enters into a definitive, binding agreement pursuant to which the Company is required to issue or sell or is deemed, pursuant to the provisions of the Series A Warrants, to have issued or sold, any shares of Common Stock for a price per share lower than the exercise price then in effect (a “Dilutive Issuance”), subject to certain limited exceptions, then the exercise price of the Series A Warrants shall be reduced to such lower price per share. Notwithstanding the foregoing, no adjustment to the exercise price of the Series A Warrants as a result of a Dilutive Issuance shall cause the exercise price to be less than $1.2085, calculated based on a pre-money valuation (of the combined company, assuming for this purpose the pre-money issuance of the Converted Shares) of $15 million. In addition, the exercise price and the number of shares of Common Stock issuable upon exercise of the Series A Warrants are subject to adjustment in connection with stock splits, dividends or distributions or other similar transactions. Further, on each Reset Date (as defined below) the Series A Warrants will be adjusted downward (but not increased) such that the exercise price thereof becomes 125% of the Reset Price (as defined below), and the number of shares underlying the Series A Warrants will be increased (but not decreased) to the quotient of (a)(i) the exercise price in effect prior to the Reset (as defined below) multiplied by (ii) the number of shares underlying the Series A Warrants prior to the Reset divided by (b) the exercise price resulting from the Reset. Pursuant to the Series A Warrants, the Company has agreed not to enter into, allow or be party to certain fundamental transactions, generally including any merger with or into another entity, sale of all or substantially all of the Company’s assets, tender offer or exchange offer, or reclassification of the Common Stock (a “Fundamental Transaction”) until the 45th trading day immediately following the earlier to occur of (x) the date a holder can sell all underlying securities pursuant to Rule 144 without restriction or limitation and without the requirement to be in compliance with Rule 144(c)(1) of the Securities Act and (y) June 2, 2022 (the “Reservation Date”). Thereafter, upon any exercise of a Series A Warrant, the holder shall have the right to receive, for each share of Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of a Fundamental Transaction, at the option of the holder (without regard to any limitation on the exercise of the Series A Warrant), the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Series A Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation on the exercise of the Series A Warrant). For purposes of any such exercise, the determination of the exercise price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the exercise price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Series A Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under the Series A Warrants, upon which the Series A Warrants shall become exercisable for shares of Common Stock, shares of the common stock of the Successor Entity or the consideration that would have been issuable to the holders had they exercised the Series A Warrants prior to such Fundamental Transaction, at the holders’ election. Additionally, at the request of a holder delivered before the 90th day after the consummation of a Fundamental Transaction, the Company or the successor entity must purchase such holder’s warrant for the value calculated using the Black-Scholes option pricing model as of the day immediately following the public announcement of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated. The Series A Warrants also contain a “cashless exercise” feature that allows the holders to exercise the Series A Warrants without making a cash payment in the event that there is no effective registration statement registering the shares issuable upon exercise of the Series A Warrants. The Series A Warrants are subject to a blocker provision which restricts the exercise of the Series A Warrants if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) would beneficially own in excess of 4.99% or 9.99% of the outstanding Common Stock (including the shares of Common Stock issuable upon such exercise), as such percentage ownership is determined in accordance with the terms of the Series A Warrants. If the Company fails to issue to a holder of Series A Warrants the number of shares of Common Stock to which such holder is entitled upon such holder’s exercise of the Series A Warrants, then the Company shall be obligated to pay the holder on each day while such failure is continuing an amount equal to 1.5% of the market value of the undelivered shares determined using a trading price of Common Stock selected by the holder while the failure is continuing and if the holder purchases shares of Common Stock in connection with such failure (“Series A Buy-In Shares”), then the Company must, at the holder’s discretion, reimburse the holder for the cost of such Series A Buy-In Shares or deliver the owed shares and reimburse the holder for the difference between the price such holder paid for the Series A Buy-In Shares and the market price of such shares, measured at any time of the holder’s choosing while the delivery failure was continuing. Further, in the event that the Company does not have sufficient authorized shares to deliver in satisfaction of an exercise of a Series A Warrant, then unless the holder elects to void such attempted exercise, the holder may require the Company to pay an amount equal to the product of (i) the number of shares that the Company is unable to deliver and (ii) the highest volume-weighted average price of a share of Common Stock as quoted on NYSE American during the period beginning on the date of such attempted exercise and ending on the date that the Company makes the applicable payment.
Series B Warrants
Warrants	Series B Warrants The Series B Warrants have an exercise price of $0.001, were exercisable upon issuance and will expire on the day following the later to occur of (i) the Reservation Date, and (ii) the date on which the Investor’s Series B Warrants have been exercised in full (without giving effect to any limitation on exercise contained therein) and no shares remain issuable thereunder. Upon their issuance on June 2, 2020, the Series B Warrants were exercisable for 7,042,175 shares of Common Stock in the aggregate. Additionally, every ninth trading day up to and including the 45th trading day (each, a “Reset Date”) following (i) the 15th trading day immediately following the issuance date of the Series B Warrants and (ii) every 15th trading day thereafter (each such date provided in the foregoing clauses (i) and (ii), an “End Reset Measuring Date”) (except if on such date (1) the holder cannot freely sell any Registrable Securities (as defined below) pursuant to a resale registration statement and (2) the holder cannot sell any Registrable Securities without restriction or limitation pursuant to Rule 144, and provided that no date following the occurrence of a Satisfaction Event (as defined below) will be deemed an End Reset Measuring Date, and provided further that no such date will be deemed an End Reset Measuring Date if an End Reset Measuring Date has previously occurred and either (1) if the holder was able to then freely sell any Registrable Securities pursuant to a resale registration statement in accordance with such prior End Reset Measuring Date, such ability continued uninterrupted through and including the applicable date of determination or (2) if the holder was able to freely sell any Registrable Securities without restriction or limitation pursuant to Rule 144 in accordance with such prior End Reset Measuring Date, such ability continued uninterrupted through and including the applicable date of determination) (such 45 trading day period, the “Reset Period” and each such 45th trading day after (i) or (ii), the “End Reset Date”), the number of shares issuable upon exercise of each Investor’s Series B Warrants shall be increased (a “Reset”) to the number (if positive) obtained by subtracting (i) the number of Converted Shares, from (ii) the quotient determined by dividing (a) the pro rata portion of the Purchase Price paid by the Investor, by (b) the greater of (x) the arithmetic average of the five lowest dollar volume-weighted average prices of a share of Common Stock on NYSE American during the applicable Reset Period immediately preceding the applicable Reset Date to date and (y) provided that the Common Stock is then traded on the NYSE American, a floor price per share of $0.8056 (the “Floor Price”) calculated based on a pre-money valuation (of the combined company, assuming for this purpose the pre-money issuance of the Converted Shares) of $10 million (such number resulting in this clause (b), the “Reset Price”). “Satisfaction Event” means (1) all Registrable Securities are able to be freely sold without any restriction or limitation by the holder at all times during the 45 trading day period beginning on, and including, any End Reset Measuring Date either (a) pursuant to a resale registration statement or (b) pursuant to Rule 144; or (2) the Reservation Date has occurred. Pursuant to the Series B Warrants, the Company has agreed not to enter into, allow or be party to a Fundamental Transaction until the Reservation Date. Thereafter, upon any exercise of a Series B Warrant, the holder shall have the right to receive, for each share of Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of a Fundamental Transaction, at the option of the holder (without regard to any limitation on the exercise of the Series B Warrant), the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Series B Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation on the exercise of the Series B Warrant). For purposes of any such exercise, the determination of the exercise price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the exercise price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Series B Warrant following such Fundamental Transaction. The Company shall cause any Successor Entity to assume in writing all of the obligations of the Company under the Series B Warrants, upon which the Series B Warrants shall become exercisable for shares of Common Stock, shares of the common stock of the Successor Entity or the consideration that would have been issuable to the holders had they exercised the Series B Warrants prior to such Fundamental Transaction, at the holders’ election. The Series B Warrants also contain a “cashless exercise” feature that allows the holders to exercise the Series B Warrants without making a cash payment. The Series B Warrants are subject to a blocker provision which restricts the exercise of the Series B Warrants if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% or 9.99% of the outstanding Common Stock (including the shares of Common Stock issuable upon such exercise), as such percentage ownership is determined in accordance with the terms of the Series B Warrants. If the Company fails to issue to a holder of Series B Warrants the number of shares of Common Stock to which such holder is entitled upon such holder’s exercise of the Series B Warrants, then the Company shall be obligated to pay the holder on each day while such failure is continuing an amount equal to 1.5% of the market value of the undelivered shares determined using a trading price of Common Stock selected by the holder while the failure is continuing and if the holder purchases shares of Common Stock in connection with such failure (“Series B Buy-In Shares”), then the Company must, at the holder’s discretion, reimburse the holder for the cost of such Series B Buy-In Shares or deliver the owed shares and reimburse the holder for the difference between the price such holder paid for the Series B Buy-In Shares and the market price of such shares, measured at any time of the holder’s choosing while the delivery failure was continuing. Further, the Series B Warrants provide that, in the event that the Company does not have sufficient authorized shares to deliver in satisfaction of an exercise of a Series B Warrant, then unless the holder elects to void such attempted exercise, the holder may require the Company to pay an amount equal to the product of (i) the number of shares that is unable to deliver and (ii) the highest volume-weighted average price of a share of Common Stock as quoted on NYSE American during the period beginning on the date of such attempted exercise and ending on the date that the Company makes the applicable payment.
Bridge Warrants
Warrants	Bridge Warrants The Bridge Warrants, were issued on May 22, 2020 to the Bridge Investors, have an exercise price of $2.2362 per share, were immediately exercisable upon issuance and have a term of five years from the date of issuance. The Bridge Warrants are exercisable for 413,751 shares of Common Stock in the aggregate. The Bridge Warrants provide that if Timber issues or sells or in accordance with the terms of the Bridge Warrants, is deemed to have issued or sold any shares of Common Stock for a price per share lower than the exercise price then in effect subject to certain limited exceptions, then the exercise price of the Bridge Warrants shall be reduced to such lower price per share. Upon the consummation of Fundamental Transaction by the Company, upon any exercise of a Bridge Warrant, the holder shall have the right to receive, for each share of Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of a Fundamental Transaction, at the option of the holder (without regard to any limitation on the exercise of the Bridge Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Bridge Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation on the exercise of the Bridge Warrant). For purposes of any such exercise, the determination of the exercise price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the exercise price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of the Bridge Warrant following such Fundamental Transaction. The Company shall cause any Successor Entity to assume in writing all of the obligations of the Company under the Bridge Warrants, upon which the Bridge Warrants shall become exercisable for shares of Common Stock, shares of the Common Stock of the Successor Entity or the consideration that would have been issuable to the holders had they exercised the Bridge Warrants prior to such Fundamental Transaction, at the holders’ election. Additionally, at the request of a holder of a Bridge Warrant delivered before the 90th day after the consummation of a Fundamental Transaction, Timber or the successor entity must purchase such holder’s warrant for the value calculated using the Black-Scholes option pricing model as of the day immediately following the public announcement of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated. The Bridge Warrants also contain a “cashless exercise” feature that allows the holders to exercise the Bridge Warrants without making a cash payment in the event that there is no effective registration statement registering the shares issuable upon exercise of the Bridge Warrants. The Bridge Warrants are subject to a blocker provision which restricts the exercise of the Bridge Warrants if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% or 9.99% of the outstanding shares of Common Stock (including the shares of Common Stock issuable upon such exercise), as such percentage ownership is determined in accordance with the terms of the Bridge Warrants.

BALANCE SHEET DETAILS (Tables)

BALANCE SHEET DETAILS (Tables)	3 Months Ended
	Apr. 30, 2020
BALANCE SHEET DETAILS
Schedule of accrued expenses and other current liabilities	April 30, January 31, 2020 2020 (in thousands) Accrued expenses and other current liabilities: Operating lease liability -current portion $ 260 $ 260 Transaction costs related to merger 223 — Legal 101 138 Compensation 58 51 Research and development 46 49 Fair value of common stock liability — 383 Other 35 61 $ 723 $ 942

STOCKHOLDERS' DEFICIT (Tables)

STOCKHOLDERS' DEFICIT (Tables)	3 Months Ended
	Apr. 30, 2020
STOCKHOLDERS' DEFICIT
Schedule of warrants outstanding	A summary of warrants outstanding as of April 30, 2020 is as follows: Total Price per Share Expiration Date Warrants related to June 2015 financing 364 $ 825.00 June 2020 Warrants related to April 2016 financing 5,882 $ 360.00 April 2021 Warrants related to September 2016 financing (1)(2) 2,378 $ 225.00 September 2021 to March 2022 Warrants related to November 2016 financing 101,353 $ 105.00 November 2024 Warrants related to November 2016 financing 2,985 $ 131.25 November 2022 Warrants related to November 2016 financing 661 $ 99.00 November 2022 Warrants related to April 2017 financing 2,671 $ 270.00 October 2022 Warrants related to October 2017 financing 3,205 $ 90.00 October 2022 Warrants related to November 2017 financing (2) 100,895 $ 60.00 November 2022 220,394 (1) In connection with the sale of Common Stock in September 2016, warrants to purchase 4,288 shares of Common Stock were issued at an exercise price of $225.00 per share. These warrants included a cash settlement option requiring the Company to record a liability for the fair value of the warrants at the time of issuance and at each reporting period with any change in the fair value reported as other income or expense. At the time of issuance, approximately $566,000 was recorded as a warrant liability. To value the warrant liability, the Company used the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.1%, contractual term of 5 years, expected volatility of 95.8% and a dividend rate of 0%. As of April 30, 2020, there was no fair value related to these warrants. (2) On January 28, 2020, the Company entered into an exchange agreement with certain warrant holders, in which approximately 189,205 warrants to purchase shares of Common Stock was exchanged for 70,833 shares of Common Stock. These certain warrants contained language that would have allowed the warrant holders to convert the warrants into shares of Common Stock at the time of the consummation of the Merger based on a Black-Scholes value of these certain warrants. On January 28, 2020, the Company revalued the warrants for the shares of Common Stock to be issued resulting in a charge to other income and expense of approximately $308,000 due to the incremental value between the warrants and exchanged shares of Common Stock. To value the warrants for approximately 189,205 shares of Common Stock to be exchanged, the Company used the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.47%, remaining contractual term of warrant, average expected volatility of 106% and a dividend rate of 0%. On January 31, 2020, the Company revalued the common stock liability and due to the lower closing stock price of the Company’s Common Stock, the common stock liability was reduced by approximately $280,000. As of January 31, 2020, the common stock liability was approximately $383,000. The exchange was effected on February 3, 2020, therefore there was no recorded common stock liability as of April 30, 2020.
Schedule of significant ranges of outstanding and exercisable options	The following table summarizes significant ranges of outstanding and exercisable options as of April 30, 2020: Options Outstanding Options Vested and Exercisable Weighted Average Weighted Weighted Remaining Average Number Average Number Contractual Exercise Vested and Exercise Range of Exercise Prices Outstanding Life (in Years) Prices Exercisable Prices $5.28 - $10.08 54,551 9.14 $ 9.41 19,484 $ 9.61 $10.09 - $51.00 8,010 7.97 $ 34.52 6,431 $ 32.95 $51.01 - $126.00 29,280 8.20 $ 68.45 13,862 $ 71.02 $126.01 - $222.00 4,496 5.81 $ 203.98 4,169 $ 202.96 $222.01 - $342.00 533 6.05 $ 242.25 533 $ 242.25 $342.01 - $900.00 1,000 4.92 $ 642.99 1,000 $ 642.99 97,870 8.55 $ 45.81 45,479 $ 66.01
Equity Incentive Plan
STOCKHOLDERS' DEFICIT
Summary of stock option plan activity	Weighted Average Remaining Aggregate Available for Exercise Contractual Intrinsic Grant Shares Prices Life Value (in thousands) Balance as of February 1, 2020 144,832 102,874 $ 48.24 8.37 $ 1 Canceled and expired under the 2014 Plan — (290) $ 381.72 Canceled under the 2016 Plan 4,714 (4,714) $ 76.92 Balance as of April 30, 2020 149,546 97,870 $ 45.81 8.55 $ — Vested, exercisable and expected to vest 45,479 $ 66.01 8.18 $ —
Inducement Grants
STOCKHOLDERS' DEFICIT
Summary of stock option plan activity	Weighted Average Remaining Exercise Contractual Aggregate Shares Prices Life Intrinsic Value (in thousands) Balance as of February 1, 2020 556 $ 57.00 6.6 $ — Canceled (556) $ 57.00 Balance as of April 30, 2020 — $ — — $ —

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	3 Months Ended
	Apr. 30, 2020
STOCK-BASED COMPENSATION
Summary of stock based compensation expense	The following table summarizes the stock-based compensation expenses included in the condensed consolidated statement of operations and comprehensive loss (in thousands): For the three months ended April 30, 2020 2019 Research and development $ 2 $ 103 Sales and marketing 12 21 General and administrative 109 67 Total $ 123 $ 191
Summary of valuation assumptions were used to calculate the estimated fair value of awards granted	For the three months ended April 30, 2019 Expected volatility 68.3 % Expected term in years 4.0 Risk-free interest rate 2.51 % Expected dividend yield —

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Apr. 30, 2020
LEASES
Schedule of future minimum payments and future minimum income for sublease rentals	The future minimum payments and future minimum income for sublease rentals under the Company’s operating lease as of April 30, 2020 are as follows (in thousands): Operating Lease Payments Operating Lease Income Fiscal years ending January 31, 2021 $ 280 $ 279 2022 382 384 2023 392 396 2024 334 337 Total future minimum lease payments or income 1,388 $ 1,396 Less: present value discount (432) Present value of operating lease liabilities $ 956

DESCRIPTION OF BUSINESS AND S_3

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Merger Agreement (Details)	May 18, 2020USD ($)$ / sharesshares	Apr. 30, 2020USD ($)subsidiary$ / sharesshares	May 17, 2020shares	Jan. 31, 2020$ / sharesshares	Jan. 28, 2020USD ($)
Merger Agreement
Common stock, par value (in dollars per share) | $ / shares		$ 0.001		$ 0.001
Conversion reverse stock split ratio	0.0833
Common shares outstanding	1,367,326	1,523,185		1,268,991
Number of rights outstanding		220,394
Bridge Loan
Merger Agreement
Face amount of loan | $		$ 2,250,000			$ 2,250,000
Discount on notes payable | $		250,000
Proceeds from loan | $		$ 1,250,000
Bridge Loan | SUBSEQUENT EVENTS
Merger Agreement
Proceeds from loan | $	$ 1,000,000
Merger Agreement
Merger Agreement
Common stock, par value (in dollars per share) | $ / shares	$ 0.001
Conversion reverse stock split ratio	0.0833
Common shares outstanding	11,867,904
Merger conversion ratio	629.57
Number of preferred units			1,820,046
Merger Agreement | Value Appreciation Rights
Merger Agreement
Number of rights outstanding	584
Merger Agreement | Common Stock
Merger Agreement
Number of shares of common stock subject to rights (in shares)	367,670
Merger Agreement | Series A convertible preferred stock
Merger Agreement
Shares issued upon completion of merger	1,821
Merger Agreement | Timber Sub
Merger Agreement
Percentage of voting interests acquired	88.50%
Merger Agreement | BioPharmX Corporation
Merger Agreement
Noncontrolling interest ownership percentage	11.50%
BioPharmX
Description of Business
Number of wholly owned subsidiaries | subsidiary		1

DESCRIPTION OF BUSINESS AND S_4

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Securities Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Millions	May 18, 2020	May 31, 2020	May 22, 2020	Jan. 28, 2020
Bridge Warrants
Securities Purchase Agreement
Number of shares of common stock subject to warrants (in shares)			413,751	187,944
Warrants exercise price (in dollars per share)			$ 2.2362	$ 0.12
Securities Purchase Agreement
Securities Purchase Agreement
Gross proceeds from sale of stock in private placement	$ 25	$ 25
Securities Purchase Agreement | Common units
Securities Purchase Agreement
Gross proceeds from sale of stock in private placement	20
Securities Purchase Agreement | Senior secured notes
Securities Purchase Agreement
Gross proceeds from sale of stock in private placement	$ 5
Securities Purchase Agreement | Bridge Warrants
Securities Purchase Agreement
Number of shares of common stock subject to warrants (in shares)			413,751

DESCRIPTION OF BUSINESS AND S_5

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Series A Warrants (Details) - Series A Warrants $ / shares in Units, $ in Millions	Jun. 02, 2020USD ($)$ / sharesshares
Warrants
Warrants exercise price (in dollars per share)	$ 2.7953
Term of warrants	5 years
Number of shares of common stock subject to warrants (in shares) | shares	8,384,764
Pre-money valuation amount | $	$ 15
Exercise price as a percentage of Reset Price	125.00%
Percentage of market value payable to warrant holders for each day purchased common shares are undelivered	1.50%
Minimum
Warrants
Warrants exercise price (in dollars per share)	$ 1.2085
Blocker provision percentage	4.99%
Maximum
Warrants
Blocker provision percentage	9.99%

DESCRIPTION OF BUSINESS AND S_6

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Series B Warrants (Details) - Series B Warrants $ / shares in Units, $ in Millions	Jun. 02, 2020USD ($)$ / sharesshares
Warrants
Warrants exercise price (in dollars per share)	$ 0.001
Number of shares of common stock subject to warrants (in shares) | shares	7,042,175
Measurement period for reset date (in trading days)	45 days
Floor price per share	$ 0.8056
Pre-money valuation amount | $	$ 10
Percentage of market value payable to warrant holders for each day purchased common shares are undelivered	1.50%
Minimum
Warrants
Blocker provision percentage	4.99%
Maximum
Warrants
Blocker provision percentage	9.99%

DESCRIPTION OF BUSINESS AND S_7

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Bridge Warrants (Details) - Bridge Warrants - $ / shares	May 22, 2020	Jan. 28, 2020
Warrants
Warrants exercise price (in dollars per share)	$ 2.2362	$ 0.12
Term of warrants	5 years
Number of shares of common stock subject to warrants (in shares)	413,751	187,944
Minimum
Warrants
Blocker provision percentage	4.99%
Maximum
Warrants
Blocker provision percentage	9.99%

DESCRIPTION OF BUSINESS AND S_8

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reverse Stock Split (Details)	May 18, 2020shares	Apr. 30, 2020shares	Jan. 31, 2020shares
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Conversion reverse stock split ratio	0.0833
Common shares outstanding	1,367,326	1,523,185	1,268,991
Number of fractional share issued	0

DESCRIPTION OF BUSINESS AND S_9

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss per Share (Details) - shares	3 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Net Loss per Share
Unvested restricted common stock shares	644	644
Potentially dilutive securities excluded from computation of diluted loss per share	319,000	450,000

DESCRIPTION OF BUSINESS AND _10

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Common Stock Liability (Details) - USD ($)	1 Months Ended
	Feb. 29, 2020	Jan. 31, 2020	Apr. 30, 2020
Fair value of common stock liability		$ 383,000	$ 0
Exchange Agreement
Number of warrants exchanged		189,205
Issuance of common stock in warrant exchange (in shares)		70,833
Fair value of common stock liability		$ 383,000
Gain on remeasurement of common stock liability	$ 35,000
Reclassification of common stock liability to APIC	$ 348,000

GOING CONCERN (Details)

GOING CONCERN (Details) - USD ($) $ in Thousands	May 18, 2020	May 31, 2020	Apr. 30, 2020	Apr. 30, 2019	Jan. 31, 2020
GOING CONCERN
Cash and cash equivalents			$ 279		$ 727
Working capital (deficit)			(2,100)
Net loss			(2,011)	$ (3,623)
Accumulated deficit			$ (90,232)		$ (88,221)
Securities Purchase Agreement
GOING CONCERN
Gross proceeds from sale of stock in private placement	$ 25,000	$ 25,000

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Apr. 30, 2020	Jan. 31, 2020
FAIR VALUE MEASUREMENTS
Common stock liability	$ 0	$ 383,000
Level 1
FAIR VALUE MEASUREMENTS
Common stock liability	$ 0	$ 400,000

BALANCE SHEET DETAILS (Details)

BALANCE SHEET DETAILS (Details) - USD ($)	Apr. 30, 2020	Jan. 31, 2020
Accrued expenses and other current liabilities:
Operating lease liability - current portion	$ 260,000	$ 260,000
Transaction costs related to merger	223,000
Legal	101,000	138,000
Compensation	58,000	51,000
Research and development	46,000	49,000
Fair value of common stock liability	0	383,000
Other	35,000	61,000
Total accrued expenses and other current liabilities	$ 723,000	$ 942,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Apr. 30, 2020USD ($)
COMMITMENTS AND CONTINGENCIES
Estimated claim liability	$ 0

STOCKHOLDERS' DEFICIT - Common

STOCKHOLDERS' DEFICIT - Common Stock (Details) - shares	Feb. 10, 2020	Jan. 28, 2020	Apr. 30, 2020
Common Stock
Common Stock
Issuance of common stock upon exercise of warrants (in shares)	183,361	183,361	183,361	[1]
[1]	Note: Share amounts presented above have been adjusted to reflect the impact of a 1-for-12 reverse stock split effected in May 2020 as discussed in Note 1.

STOCKHOLDERS' DEFICIT - Warrant

STOCKHOLDERS' DEFICIT - Warrants (Details)	Jan. 31, 2020USD ($)	Jan. 28, 2020USD ($)itemshares	Apr. 30, 2020USD ($)$ / sharesshares	Sep. 30, 2016USD ($)Yitem$ / sharesshares
Warrants
Number of warrants outstanding			220,394
Common stock liability | $	$ 383,000		$ 0
Warrants related to June 2015 financing
Warrants
Number of warrants outstanding			364
Warrants exercise price (in dollars per share) | $ / shares			$ 825
Warrants related to April 2016 financing
Warrants
Number of warrants outstanding			5,882
Warrants exercise price (in dollars per share) | $ / shares			$ 360
Warrants related to September 2016 financing
Warrants
Number of warrants outstanding			2,378
Warrants exercise price (in dollars per share) | $ / shares			$ 225	$ 225
Number of shares of common stock subject to warrants (in shares)				4,288
Warrant liability | $				$ 566,000
Warrants related to September 2016 financing | Black-Scholes pricing model | Risk-free interest rate
Warrants
Warrants, measurement input | item				0.011
Warrants related to September 2016 financing | Black-Scholes pricing model | Contractual term
Warrants
Warrants, measurement input | Y				5
Warrants related to September 2016 financing | Black-Scholes pricing model | Expected volatility
Warrants
Warrants, measurement input | item				0.958
Warrants related to September 2016 financing | Black-Scholes pricing model | Dividend rate
Warrants
Warrants, measurement input | item				0
Warrants related to November 2016 financing | Tranche one
Warrants
Number of warrants outstanding			101,353
Warrants exercise price (in dollars per share) | $ / shares			$ 105
Warrants related to November 2016 financing | Tranche two
Warrants
Number of warrants outstanding			2,985
Warrants exercise price (in dollars per share) | $ / shares			$ 131.25
Warrants related to November 2016 financing | Tranche three
Warrants
Number of warrants outstanding			661
Warrants exercise price (in dollars per share) | $ / shares			$ 99
Warrants related to April 2017 financing
Warrants
Number of warrants outstanding			2,671
Warrants exercise price (in dollars per share) | $ / shares			$ 270
Warrants related to October 2017 financing
Warrants
Number of warrants outstanding			3,205
Warrants exercise price (in dollars per share) | $ / shares			$ 90
Warrants related to November 2017 financing
Warrants
Number of warrants outstanding			100,895
Warrants exercise price (in dollars per share) | $ / shares			$ 60
Warrants related to September 2016 and November 2017 financing
Warrants
Number of warrants exchanged		189,205
Issuance of common stock in warrant exchange (in shares)		70,833
Reduction in common stock liability | $	280,000
Common stock liability | $	$ 383,000		$ 0
Warrants related to September 2016 and November 2017 financing | Black-Scholes pricing model | Other income and expense
Warrants
Charge resulting from revaluation of warrant liability | $		$ (308,000)
Warrants related to September 2016 and November 2017 financing | Black-Scholes pricing model | Risk-free interest rate
Warrants
Warrants, measurement input | item		0.0147
Warrants related to September 2016 and November 2017 financing | Black-Scholes pricing model | Expected volatility
Warrants
Warrants, measurement input | item		1.06
Warrants related to September 2016 and November 2017 financing | Black-Scholes pricing model | Dividend rate
Warrants
Warrants, measurement input | item		0

STOCKHOLDERS' DEFICIT - Equity

STOCKHOLDERS' DEFICIT - Equity Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended	12 Months Ended
	Aug. 31, 2018	Mar. 31, 2017	Apr. 30, 2019	Jan. 31, 2019
Equity Incentive Plan
Available for Grant
Balance			149,546	144,832
Shares
Balance			97,870	102,874
Vested, exercisable and expected to vest			45,479
Weighted Average Exercise Prices
Balance			$ 45.81	$ 48.24
Vested, exercisable and expected to vest			$ 66.01
Remaining Contractual Life
Balance outstanding			8 years 6 months 18 days	8 years 4 months 13 days
Vested, exercisable and expected to vest			8 years 2 months 5 days
Aggregate Intrinsic Value
Balance outstanding				$ 1
2014 Equity Incentive Plan
Shares
Canceled and expired			(290)
Weighted Average Exercise Prices
Canceled and expired			$ 381.72
2016 Equity Incentive Plan
Available for Grant
Canceled			4,714
Shares
Canceled			(4,714)
Weighted Average Exercise Prices
Canceled			$ 76.92
2016 Equity Incentive Plan | Options
STOCKHOLDERS' DEFICIT
Additional shares reserved for issuance	166,666	66,666
Total shares reserved for issuance	246,666	80,000

STOCKHOLDERS' DEFICIT - Inducem

STOCKHOLDERS' DEFICIT - Inducement Grants (Details) - Inducement Grants - $ / shares	3 Months Ended	12 Months Ended
	Apr. 30, 2020	Jan. 31, 2020
Shares
Beginning balance	556
Canceled	(556)
Ending balance	0	556
Weighted Average Exercise Prices
Beginning balance	$ 57
Canceled	57
Ending balance	$ 0	$ 57
Remaining Contractual Life
Balance outstanding		6 years 7 months 6 days
Options
Summary of stock option activity
Vesting percentage	25.00%

STOCKHOLDERS' DEFICIT - Range o

STOCKHOLDERS' DEFICIT - Range of Exercise Price (Details) - Equity Incentive Plans and Inducement Grants - USD ($)	3 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
Options Outstanding
Number outstanding	97,870
Weighted Average Remaining Contractual Life (in Years)	8 years 6 months 18 days
Weighted Average Exercise Prices	$ 45.81
Options Vested and Exercisable
Number Vested and Exercisable	45,479
Weighted Average Exercise Prices	$ 66.01
Additional disclosures
Stock options exercised	0
Maximum
Additional disclosures
Intrinsic value of stock options exercised		$ 1,000
$5.28 - $10.08
Summary of significant ranges of outstanding and exercisable options
Lower range limit	$ 5.28
Upper range limit	$ 10.08
Options Outstanding
Number outstanding	54,551
Weighted Average Remaining Contractual Life (in Years)	9 years 1 month 21 days
Weighted Average Exercise Prices	$ 9.41
Options Vested and Exercisable
Number Vested and Exercisable	19,484
Weighted Average Exercise Prices	$ 9.61
$10.09 - $51.00
Summary of significant ranges of outstanding and exercisable options
Lower range limit	10.09
Upper range limit	$ 51
Options Outstanding
Number outstanding	8,010
Weighted Average Remaining Contractual Life (in Years)	7 years 11 months 19 days
Weighted Average Exercise Prices	$ 34.52
Options Vested and Exercisable
Number Vested and Exercisable	6,431
Weighted Average Exercise Prices	$ 32.95
$51.01 - $126.00
Summary of significant ranges of outstanding and exercisable options
Lower range limit	51.01
Upper range limit	$ 126
Options Outstanding
Number outstanding	29,280
Weighted Average Remaining Contractual Life (in Years)	8 years 2 months 12 days
Weighted Average Exercise Prices	$ 68.45
Options Vested and Exercisable
Number Vested and Exercisable	13,862
Weighted Average Exercise Prices	$ 71.02
$126.01 - $222.00
Summary of significant ranges of outstanding and exercisable options
Lower range limit	126.01
Upper range limit	$ 222
Options Outstanding
Number outstanding	4,496
Weighted Average Remaining Contractual Life (in Years)	5 years 9 months 22 days
Weighted Average Exercise Prices	$ 203.98
Options Vested and Exercisable
Number Vested and Exercisable	4,169
Weighted Average Exercise Prices	$ 202.96
$222.01 - $342.00
Summary of significant ranges of outstanding and exercisable options
Lower range limit	222.01
Upper range limit	$ 342
Options Outstanding
Number outstanding	533
Weighted Average Remaining Contractual Life (in Years)	6 years 18 days
Weighted Average Exercise Prices	$ 242.25
Options Vested and Exercisable
Number Vested and Exercisable	533
Weighted Average Exercise Prices	$ 242.25
$342.01 - $900.00
Summary of significant ranges of outstanding and exercisable options
Lower range limit	342.01
Upper range limit	$ 900
Options Outstanding
Number outstanding	1,000
Weighted Average Remaining Contractual Life (in Years)	4 years 11 months 1 day
Weighted Average Exercise Prices	$ 642.99
Options Vested and Exercisable
Number Vested and Exercisable	1,000
Weighted Average Exercise Prices	$ 642.99

STOCK-BASED COMPENSATION - Expe

STOCK-BASED COMPENSATION - Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
STOCK-BASED COMPENSATION
Stock-based compensation expense	$ 123	$ 191
Total compensation costs not yet recognized	$ 600
Average remaining amortization period for recognition of expense	2 years 1 month 10 days
Research and development
STOCK-BASED COMPENSATION
Stock-based compensation expense	$ 2	103
Sales and marketing
STOCK-BASED COMPENSATION
Stock-based compensation expense	12	21
General and administrative
STOCK-BASED COMPENSATION
Stock-based compensation expense	$ 109	$ 67

STOCK-BASED COMPENSATION - Valu

STOCK-BASED COMPENSATION - Valuation Assumptions (Details) - $ / shares	3 Months Ended
	Apr. 30, 2020	Apr. 30, 2019
STOCK-BASED COMPENSATION
Number of options granted	0
Fair value of stock options granted		$ 16.32
Expected volatility		68.30%
Expected term in years		4 years
Risk-free interest rate		2.51%
Expected dividend yield		0.00%

LEASES - Summary of operating l

LEASES - Summary of operating leases (Details)	Feb. 14, 2020USD ($)ft²	Apr. 30, 2020USD ($)	Apr. 30, 2019USD ($)	Oct. 30, 2018ft²
LEASES
Lease expense		$ 93,000	$ 93,000
Cash paid for amounts included in the measurement of the operating lease liability		93,000	$ 65,000
Sublease income		$ 94,000
Office and laboratory space | San Jose, California
LEASES
Area of real estate property (in square feet) | ft²				11,793
Sublease, office and laboratory space
LEASES
Costs paid upon commencement of sublease agreement	$ 103,000
Sublease, office and laboratory space | San Jose, California
LEASES
Area of real estate property (in square feet) | ft²	11,793

LEASES - Operating leases, futu

LEASES - Operating leases, future minimum payments and future minimum income (Details)	Apr. 30, 2020USD ($)
Operating Lease Payments
2021	$ 280,000
2022	382,000
2023	392,000
2024	334,000
Total future minimum lease payments	1,388,000
Less: present value discount	(432,000)
Present value of operating lease liabilities	956,000
Operating Lease Income
2021	279,000
2022	384,000
2023	396,000
2024	337,000
Total future minimum lease income	$ 1,396,000

LEASES - Financing Leases (Deta

LEASES - Financing Leases (Details) - USD ($)	Feb. 01, 2020	Apr. 30, 2020	Jan. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
LEASES
Leased asset value		$ 16,000	$ 93,000
Laboratory equipment
LEASES
Leased asset value				$ 54,000	$ 61,000
Payments to execute buyout of finance leases	$ (70,000)

NOTE PAYABLE (Details)

NOTE PAYABLE (Details)	Feb. 28, 2020USD ($)	Feb. 10, 2020shares	Jan. 31, 2020USD ($)Mitem	Jan. 28, 2020USD ($)$ / sharesshares	Apr. 30, 2020USD ($)shares		May 22, 2020$ / sharesshares	May 18, 2020USD ($)
NOTE PAYABLE
Discount and issuance costs on notes payable			$ 522,000		$ 174,000
Common Stock
NOTE PAYABLE
Issuance of common stock upon exercise of warrants (in shares) | shares		183,361		183,361	183,361	[1]
Bridge Warrants
NOTE PAYABLE
Number of shares of common stock subject to warrants (in shares) | shares				187,944			413,751
Warrants exercise price (in dollars per share) | $ / shares				$ 0.12			$ 2.2362
Fair value of warrants			$ 460,000
Bridge Warrants | Black-Scholes pricing model | Risk-free interest rate
NOTE PAYABLE
Warrants, measurement input | item			0.0144
Bridge Warrants | Black-Scholes pricing model | Contractual term
NOTE PAYABLE
Warrants, measurement input | M			30
Bridge Warrants | Black-Scholes pricing model | Expected volatility
NOTE PAYABLE
Warrants, measurement input | item			0.703
Bridge Warrants | Black-Scholes pricing model | Dividend rate
NOTE PAYABLE
Warrants, measurement input | item			0
Bridge Loan
NOTE PAYABLE
Face amount of loan				$ 2,250,000	$ 2,250,000
Discount on notes payable					250,000
interest rate (as a percent)				12.00%
Proceeds from loan					1,250,000
Discount and issuance costs on notes payable			$ 522,000
Interest expense from debt					$ 388,000
Bridge Loan | Tranche one
NOTE PAYABLE
Loan amount, net of discount				$ 625,000
Gross amount of loan				700,000
Discount on notes payable				$ 75,000
Proceeds from loan			$ 625,000
Bridge Loan | Tranche two
NOTE PAYABLE
Loan amount, net of discount	$ 625,000
Gross amount of loan	700,000
Discount on notes payable	75,000
Proceeds from loan	$ 625,000
Bridge Loan | Tranche three
NOTE PAYABLE
Loan amount, net of discount								$ 1,000,000
Gross amount of loan								1,100,000
Discount on notes payable								$ 100,000
[1]	Note: Share amounts presented above have been adjusted to reflect the impact of a 1-for-12 reverse stock split effected in May 2020 as discussed in Note 1.

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Bridge Loan - USD ($)	May 18, 2020	Apr. 30, 2020
SUBSEQUENT EVENTS
Proceeds from loan		$ 1,250,000
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS
Proceeds from loan	$ 1,000,000