Phio Pharmaceuticals (PHIO) 10-Q 13 May 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 06, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Trading Symbol	PHIO
Security 12b title	Common Stock, par value, $0.0001 per share
Security Exchange Name	NASDAQ
Entity Registrant Name	Phio Pharmaceuticals Corp.
Entity Central Index Key	0001533040
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		13,534,389
Entity Small Business	true
Entity Emerging Growth	false
Entity Shell company	false
Entity File Number	001-36304
Entity Interactive Data Current	Yes
Entity Incorporation Country Code	DE
Entity Current Reporting Status	Yes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 32,695	$ 14,244
Restricted cash	50	50
Prepaid expenses and other current assets	577	870
Total current assets	33,322	15,164
Right of use asset, net	371	400
Property and equipment, net	145	157
Other assets	18	18
Total assets	33,856	15,739
Current liabilities:
Accounts payable	615	728
Accrued expenses and other current liabilities	1,458	1,352
Lease liability	118	116
Total current liabilities	2,191	2,196
Lease liability, net of current portion	265	295
Long-term debt	0	231
Total liabilities	2,456	2,722
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized	0	0
Common stock, $0.0001 par value, 100,000,000 shares authorized; 13,534,389 and 5,780,973 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	1	1
Additional paid-in capital	138,419	116,629
Accumulated deficit	(107,020)	(103,613)
Total stockholders' equity	31,400	13,017
Total liabilities and stockholders' equity	$ 33,856	$ 15,739

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	13,534,389	5,780,973
Common stock, shares outstanding	13,534,389	5,780,973

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating expenses:
Research and development	$ 2,621	$ 1,218
General and administrative	1,017	1,138
Total operating expenses	3,638	2,356
Operating loss	(3,638)	(2,356)
Gain on extinguishment of debt	233	0
Interest (expense) income, net	(2)	5
Total other income	231	5
Net loss	$ (3,407)	$ (2,351)
Net loss per share: Basic and diluted	$ (0.32)	$ (1.33)
Weighted average shares: basic and diluted	10,680,395	1,772,970

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2019	669,433
Beginning balance, value at Dec. 31, 2019	$ 1	$ 100,566	$ (94,819)	$ 5,748
Issuance of common stock under the employee stock purchase plan, shares	153
Issuance of common stock under the employee stock purchase plan, value		1		1
Cash in lieu of fractional shares for 1:55 reverse stock split, shares	(1,364)
Cash in lieu of fractional shares for 1:55 reverse stock split, value		(15)		(15)
Issuance of common stock and warrants in connection with registered direct and private placement offerings, net of offering costs of $273, shares	197,056
Issuance of common stock and warrants in connection with registered direct and private placement offerings, net of offering costs of $273, value		1,467		1,467
Issuance of common stock, pre-funded warrants and warrants in connection with underwritten public offering, net of offering costs of $906, shares	993,633
Issuance of common stock, pre-funded warrants and warrants in connection with underwritten public offering, net of offering costs of $906, value		7,093		7,093
Issuance of common stock upon the exercise of warrants, shares	1,006,367
Issuance of common stock upon the exercise of warrants, value		1		1
Issuance of common stock upon vesting of restricted stock units, shares	2,573
Issuance of common stock upon vesting of restricted stock units, value		(2)		(2)
Stock-based compensation expense		43		43
Net Loss			(2,351)	(2,351)
Ending balance, shares at Mar. 31, 2020	2,867,851
Ending balance, value at Mar. 31, 2020	$ 1	109,154	(97,170)	11,985
Beginning balance, shares at Dec. 31, 2020	5,780,973
Beginning balance, value at Dec. 31, 2020	$ 1	116,629	(103,613)	13,017
Issuance of common stock, pre-funded warrants and warrants in connection with private placement, net of offering costs of $1,333, shares	4,420,863
Issuance of common stock, pre-funded warrants and warrants in connection with private placement, net of offering costs of $1,333, value		12,669		12,669
Issuance of common stock in registered direct offering, net of offering costs of $776, shares	2,246,784
Issuance of common stock in registered direct offering, net of offering costs of $776, value		6,908		6,908
Issuance of common stock upon the exercise of warrants, shares	1,083,321
Issuance of common stock upon the exercise of warrants, value		2,146		2,146
Issuance of common stock upon vesting of restricted stock units, shares	2,448
Issuance of common stock upon vesting of restricted stock units, value
Stock-based compensation expense		67		67
Net Loss			(3,407)	(3,407)
Ending balance, shares at Mar. 31, 2021	13,534,389
Ending balance, value at Mar. 31, 2021	$ 1	$ 138,419	$ (107,020)	$ 31,400

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Reverse stock split	1:55 reverse stock split
Common Stock And Warrant [Member]
Payment of offering costs	$ 776	$ 273
Stock Pre-funded Warrants and Warrants [Member]
Payment of offering costs	$ 1,333	$ 906

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net loss	$ (3,407)	$ (2,351)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	18	18
Non-cash lease expense	29	27
Non-cash stock-based compensation	67	43
Changes in operating assets and liabilities:
Prepaid expenses and other assets	293	49
Accounts payable	(113)	(124)
Accrued expenses and other liabilities	108	188
Lease liability	(28)	(26)
Net cash used in operating activities	(3,033)	(2,176)
Cash flows from investing activities:
Cash paid for purchase of property and equipment	(6)	(10)
Net cash used in investing activities	(6)	(10)
Cash flows from financing activities:
Net proceeds from the issuance of common stock and warrants	19,577	8,561
Net proceeds from the exercise of warrants	2,146	1
Forgiveness of debt	(233)	0
Cash paid in lieu of fractional shares for 1:55 reverse stock split	0	(15)
Payment of taxes for net share settled restricted stock unit issuances	0	(2)
Payments for capital lease obligations less than one year	0	(9)
Net cash provided by financing activities	21,490	8,536
Net increase in cash and restricted cash	18,451	6,350
Cash and restricted cash at the beginning of period	14,294	6,984
Cash and restricted cash at the end of period	32,745	13,334
Supplemental disclosure of non-cash investing and financing activities:
Acquisition of property and equipment included in accrued expenses and other current liabilities	$ 0	$ 18

1. Nature of Operations

1. Nature of Operations	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	1. Nature of Operations Phio Pharmaceuticals Corp. (“ Phio we our Company INTASYL™ In December 2019, a novel strain of coronavirus that causes COVID-19 was reported to have surfaced in Wuhan, China and has since spread to other parts of the world, including the United States. In March 2020, the World Health Organization (the “ WHO As a result of the coronavirus pandemic, certain of our third-party suppliers and service providers on which we rely have seen impacts to their operations and if the impact to their operations continue or extend, it may in turn affect our operations. The Company has undertaken efforts to mitigate potential future impact by identifying and engaging alternative third-party service providers and suppliers, and because of that, to date the Company has not seen a material impact to its program’s anticipated timelines resulting from delays from our third-party service providers. For example, by engaging different contract manufacturers, the Company believes that it has a sufficient supply of its INTASYL compounds to conduct its ongoing preclinical studies and initial clinical activities. However, the ultimate impact to these third parties on which we rely is highly uncertain and subject to change. Without a swift and sustained improvement of the impacts experienced by the Company’s third-party suppliers and service providers, the effect of our mitigation efforts will diminish and may result in material impacts to our operations. If the global measures to contain the pandemic are insufficient, it could reduce or delay the availability of supplies and services that we purchase and rely, which may in turn slow or delay our preclinical and clinical activities, and/or result in higher costs. We believe that the coronavirus pandemic has not had a significant impact on our financial condition thus far, however a variety of factors such as those described above, including current and future restrictions and the length of the pandemic, may further impact our operations and may slow or diminish our research and development activities, which in turn may impact our financial condition. The extent to which the coronavirus pandemic impacts our results will depend on future developments, which are highly uncertain and cannot be predicted.

2. Significant Accounting Polic

2. Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	2. Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP Principles of Consolidation The condensed consolidated financial statements include the accounts of Phio and its wholly-owned subsidiary, MirImmune, LLC. All material intercompany accounts have been eliminated in consolidation. Uses of Estimates in Preparation of Financial Statements 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The areas subject to significant estimates and judgement include, among others, those related to the fair value of equity awards, accruals for research and development expenses, useful lives of property and equipment, income taxes, and our valuation allowance on our deferred tax assets. On an ongoing basis we evaluate our estimates and base our estimates on historical experience and other relevant assumptions that we believe are reasonable under the circumstances, including as a result of new information that may emerge concerning the coronavirus pandemic. We have made estimates of the impact of the coronavirus pandemic within our financial statements and there may be changes to those estimates in future periods. Actual results could differ materially from these estimates. Restricted Cash Restricted cash consists of certificates of deposit held by financial institutions as collateral for the Company’s corporate credit cards. Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for restricted cash, accounts payable and accrued expenses approximate their fair values due to their short-term nature. Leases At the inception of a contract, the Company determines whether the contract is or contains a lease based on all relevant facts and circumstances. For contracts that contain a lease, the Company identifies the lease and non-lease components, determines the consideration in the contract and recognizes the classification of the lease as operating or financing. For leases with a term greater than one year, the Company recognizes a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term at the commencement date of the lease. Lease liabilities and the corresponding right of use assets are recorded based on the present value of lease payments to be made over the lease term. The discount rate used to calculate the present value is the rate implicit in the lease, or if not readily determinable, the Company’s incremental borrowing rate. The Company’s incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right of use asset may be required for items such as initial direct costs or incentives received. Lease payments on operating leases are recognized on a straight-line basis over the expected term of the lease. Lease payments on financing leases are recognized using the effective interest method. Debt On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act (the “ CARES Act PPP The Company followed the guidance under the Financial Accounting Standards Board (the “ FASB ASC Debt ASC 470 Derivative Financial Instruments Financial instruments that meet the definition of a derivative are classified as an asset or liability and measured at fair value on the issuance date and are revalued on each subsequent balance sheet date. The changes in fair value are recognized as current period income or loss. Financial instruments that do not meet the definition of a derivative are classified as equity and measured at fair value and recorded as additional paid-in capital in stockholders’ equity at the date of issuance. No further adjustments to their valuation are made. Research and Development Expenses Research and development expenses relate to compensation and benefits for research and development personnel, facility-related expenses, supplies, external services, costs to acquire technology licenses, expenses associated with preclinical and clinical development activities and other operating costs. Research and development expenses are charged to expense as incurred. Payments made by the Company in advance for research and development services not yet provided and/or for materials not yet received are recorded as prepaid expenses and expensed when the service has been performed or when the goods have been received. Accrued liabilities are recorded related to those expenses for which vendors have not yet billed the Company with respect to services provided and/or materials that it has received. Accrued liabilities for the services provided by contract research organizations (“ CROs Stock-based Compensation The Company follows the provisions of the FASB ASC Topic 718, “ Compensation — Stock Compensation ASC 718 Stock-based compensation expense recognized in the financial statements is based on awards that are ultimately expected to vest. Accordingly, we are also required to estimate forfeitures at the time of grant, and to revise those estimates in subsequent periods if actual forfeitures differ from estimates. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. Our forfeiture rate estimates are based on an analysis of our actual forfeiture experience, employee turnover behavior, and other factors. The impact of any adjustments to our forfeiture rates would be recorded as a cumulative adjustment in the period of adjustment. To the extent that actual forfeitures differ from our estimates, the difference is recorded as a cumulative adjustment in the period the estimates were revised. Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented. Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per share is computed by dividing the Company’s net loss by the weighted average number of common shares outstanding and the impact of all dilutive potential common shares outstanding, except where such dilutive potential common shares would be anti-dilutive. Dilutive potential common shares primarily consist of warrants, restricted stock units and stock options.

3. Liquidity and Going Concern

3. Liquidity and Going Concern	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Going Concern	3. Liquidity and Going Concern The Company has reported recurring losses from operations since inception and expects that the Company will continue to have negative cash flows from operations for the foreseeable future. Historically, the Company’s primary source of funding has been the sale of its securities. The Company’s ability to continue to fund its operations is dependent on obtaining funding from third parties, such as proceeds from the issuance of debt, sale of equity, or strategic opportunities, in order to maintain its operations. This is dependent on a number of factors, including the market demand or liquidity of the Company’s common stock. There is no guarantee that debt, additional equity or other funding will be available to us on acceptable terms, or at all. If we fail to obtain additional funding when needed, we would be forced to scale back or terminate our operations or seek to merge with or to be acquired by another company. While we believe that the coronavirus pandemic has not had a significant impact on our financial condition and results of operations at this time, the potential economic impact brought by, and the duration of, the coronavirus pandemic is difficult to assess or predict. There may be developments outside of our control that require us to adjust our operating plans and given the nature of the situation, we cannot reasonably estimate the impact of the coronavirus pandemic on our financial conditions, results of operations or cash flows in the future. The Company believes that its existing cash should be sufficient to fund operations for at least the next 12 months from the date of the release of these financial statements

4. Recent Accounting Pronouncem

4. Recent Accounting Pronouncements	3 Months Ended
	Mar. 31, 2021
Accounting Standards Update and Change in Accounting Principle [Abstract]
Recent Accounting Pronouncements	4. Recent Accounting Pronouncements In December 2019, the FASB issued Accounting Standards Update (“ ASU Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ASU 2019-12 In August 2020, the FASB issued ASU 2020-06, “ Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” ASU 2020-06

5. Leases

5. Leases	3 Months Ended
	Mar. 31, 2021
Leases [Abstract]
Leases	5. Leases In January 2019, the Company amended the lease for its corporate headquarters and primary research facility in Marlborough, Massachusetts. Additionally, the lease agreement did not contain information to determine the rate implicit in the lease. As such, the Company calculated its incremental borrowing rate based on what the Company would have to pay to borrow on a collateralized basis over the lease term for an amount equal to the remaining lease payments taking into consideration such assumptions as, but not limited to, the U.S. treasury yield rate and borrowing rates from a creditworthy financial institution using the above lease factors. The lease for our corporate headquarters represents substantially all of our significant lease obligations. The amounts reported in the condensed consolidated balance sheets for operating leases in which the Company is the lessee and other supplemental balance sheet information is set forth as follows, in thousands, except lease term and discount rate: March 31, 2021 December 31, 2020 Assets Right of use asset $ 371 $ 400 Liabilities Lease liability, current 118 116 Lease liability, non-current 265 295 Total lease liability $ 383 $ 411 Lease Term and Discount Rate Weighted average remaining lease term 3.00 3.71 Weighted average discount rate 4.70% 4.70% Operating lease cost included in operating expense was $33,000 and $33,000 for the three months ended March 31, 2021 and 2020, respectively. Short-term lease costs were not material for the three months ended March 31, 2021 and 2020. Cash paid for the amounts included in the measurement of the operating lease liability on the Company’s condensed consolidated balance sheets and included within changes in the lease liability in the operating activities of our condensed consolidated statement of cash flows was $32,200 and $31,200 for the three months March 31, 2021 and 2020, respectively. Future lease payments for our non-cancellable operating leases and a reconciliation to the carrying amount of the operating lease liability presented in the condensed consolidated balance sheet as of March 31, 2021 is as follows, in thousands: 2021 (remaining) $ 99 2022 135 2023 140 2024 35 Total lease payments 409 Less: Imputed interest (26 ) Total operating lease liabilities (includes current portion) $ 383

6. Debt

6. Debt	3 Months Ended
	Mar. 31, 2021
Debt Disclosure [Abstract]
Debt	6. Debt On May 11, 2020, the Company received loan proceeds in the amount of $231,252 from Bank of America, N.A., as lender, pursuant to the PPP under the CARES Act. The PPP loan had a maturity date of May 11, 2022, interest at a rate of 1% per year and monthly principal and interest payments that were deferred to the date that the Small Business Administration (the “ SBA The Company followed the guidance under ASC 470 in assessing the accounting for the PPP loan proceeds. Per ASC 470, the Company recorded a liability on the balance sheet for the full amount of PPP loan proceeds received and accrued interest over the term of the loan. The Company believed it used the loan proceeds for the eligible purposes allowed and applied for full loan forgiveness. On February 18, 2021, the SBA approved the Company’s application for full loan forgiveness and the full amount of the PPP loan was remitted to the lender for forgiveness.

7. Stockholders' Equity

7. Stockholders' Equity	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Stockholders' Equity	7. Stockholders’ Equity January 2021 Private Placement — January 2021 Pre-Funded Warrants January 2021 Warrants Private Placement HCW January 2021 Placement Agent Warrants February 2021 Registered Direct Offering — Offering February 2021 Placement Agent Warrants February 2020 Registered Direct Offering and Private Placement — February 2020 Registered Offering February 2020 Registered Direct Warrants February 2020 Placement Agent Warrants February 2020 Underwritten Public Offering 2020 Pre-Funded Warrants February 2020 Warrants February 2020 Underwritten Offering February 2020 Underwriter Warrants In connection with the February 2020 Underwritten Offering, the Company also granted to the underwriter, HCW, a 30-day option to purchase up to an additional 300,000 shares of the Company’s common stock at a purchase price of $3.999 per such share and/or warrants to purchase up to 300,000 shares of the Company’s common stock at a purchase price of $0.001 per such warrant. Such warrants have the same terms as the February 2020 Warrants. On February 12, 2020, HCW exercised its option to purchase warrants to purchase an aggregate of 300,000 shares of the Company’s common stock. Net proceeds from the February 2020 Underwritten Offering were $7,093,000 after deducting underwriting discounts and commissions and offering expenses paid by the Company. April 2020 Registered Direct Offering and Private Placement April 2020 Offering April 2020 Warrants April 2020 Placement Agent Warrants Warrants The Company first assesses the warrants it issues under the FASB ASC Topic 480, “ Distinguishing Liabilities from Equity ASC 480 The Company then applies and follows the applicable accounting guidance in ASC 815. Financial instruments are accounted for as either derivative liabilities or as equity instruments depending on the specific terms of the agreement. The warrants issued in the Private Placement and the Offering do not meet the definition of a derivative instrument as they are indexed to the Company’s common stock and classified within stockholders’ equity, as are the warrants issued in the Company’s prior financing transactions. Based on this determination, the Company’s warrants are classified within stockholders’ equity. The following table summarizes the Company’s outstanding equity-classified warrants at March 31, 2021: Exercise Expiration Balance December 31, Warrants Warrants Warrants Balance March 31, Description Price Date 2020 Issued Exercised Expired 2021 December 2016 Warrants $ 495.00 12/21/2021 23,233 – – – 23,233 April 2018 Warrants $ 173.25 5/31/2023 20,599 – – – 20,599 April 2018 Placement Agent Warrants $ 223.00 4/9/2023 1,373 – – – 1,373 October 2018 Warrants $ 10.45 10/3/2025 389,610 – – – 389,610 October 2018 Underwriter Warrants $ 13.06 10/1/2023 29,220 – – – 29,220 November 2019 Placement Agent Warrants $ 6.875 11/18/2024 13,636 – – – 13,636 February 2020 Registered Direct Warrants $ 8.71 8/6/2025 197,056 – – – 197,056 February 2020 Placement Agent Warrants $ 11.0375 2/4/2025 14,779 – – – 14,779 February 2020 Underwritten Offering Warrants $ 4.00 2/13/2025 1,326,500 – – – 1,326,500 February 2020 Underwriter Warrants $ 5.00 2/11/2025 150,000 – – – 150,000 April 2020 Warrants $ 2.21 10/2/2025 1,284,798 – (856,532 ) – 428,266 April 2020 Placement Agent Warrants $ 2.9188 3/31/2025 128,480 – (86,724 ) – 41,756 January 2021 Pre-Funded Warrants $ 0.001 No expiration – 140,065 (140,065 ) – – January 2021 Warrants $ 3.00 7/27/2026 – 3,420,696 – – 3,420,696 January 2021 Placement Agent Warrants $ 3.8375 7/27/2026 – 342,070 – – 342,070 February 2021 Placement Agent Warrants $ 4.275 2/12/2026 – 168,509 – – 168,509 3,579,284 4,071,340 (1,083,321 ) – 6,567,303 The Company received net proceeds of $2,146,000 and $1,000 from the exercise of warrants during the three months ended March 31, 2021 and 2020, respectively.

8. Net Loss per Share

8. Net Loss per Share	3 Months Ended
	Mar. 31, 2021
Earnings Per Share [Abstract]
Net Loss per Share	8. Net Loss per Share The following table sets forth the potential common shares excluded from the calculation of net loss per share because their inclusion would be anti-dilutive: March 31, 2021 2020 Options to purchase common stock 2,499 2,637 Nonvested restricted stock units 335,379 11,178 Warrants to purchase common stock 6,567,303 3,141,870 Total 6,905,181 3,155,685

9. Stock-based Compensation

9. Stock-based Compensation	3 Months Ended
	Mar. 31, 2021
Share-based Payment Arrangement [Abstract]
Stock-based Compensation	9. Stock-based Compensation Restricted Stock Units Restricted stock units (“ RSUs The following table summarizes the activity of the Company’s RSUs for the three months ended March 31, 2021: Number Weighted- Unvested units at December 31, 2020 9,699 $ 19.97 Granted 328,250 3.07 Vested (2,570 ) 15.08 Forfeited – – Unvested units at March 31, 2021 335,379 $ 3.47 Stock-based compensation expense related to RSUs was $57,000 and $29,000 for the three months ended March 31, 2021 and 2020, respectively. Stock Options Stock options are issued under the 2020 Plan or as inducement grants issued outside of the plan to new employees. Stock options are generally subject to graded vesting and the satisfaction of service requirements. Upon the exercise of a stock option, the Company issues new shares and delivers them to the recipient. The Company does not expect to repurchase shares to satisfy stock option exercises. The Company uses the Black-Scholes option-pricing model to determine the fair value of all its option grants. The risk-free interest rate used for each grant was based upon the yield on zero-coupon U.S. Treasury securities with a term similar to the expected life of the related option. The Company’s expected stock price volatility assumption is based upon the Company’s own implied volatility. As the Company has limited stock option exercise information, the expected life assumption used for option grants is based upon the simplified method provided for under ASC 718. The dividend yield assumption is based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends. The Company did not grant stock options during the three months ended March 31, 2021 and 2020. The following table summarizes the activity of the Company’s stock options for the three months ended March 31, 2021: Number Weighted- Aggregate Balance at December 31, 2020 2,570 $ 3,334.06 Granted – – Exercised – – Cancelled (71 ) 946.27 Balance at March 31, 2021 2,499 $ 3,401.90 $ – Exercisable at March 31, 2021 1,803 $ 4,676.53 $ – Stock-based compensation expense related to stock options for the three months ended March 31, 2021 and 2020 was $10,000 and $14,000, respectively. Compensation Expense Related to Equity Awards The following table sets forth total stock-based compensation expense for the three months ended March 31, 2021 and 2020, in thousands: Three Months Ended March 31, 2021 2020 Research and development $ 13 $ 6 General and administrative 54 37 Total stock-based compensation $ 67 $ 43

2. Significant Accounting Pol_2

2. Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of Phio and its wholly-owned subsidiary, MirImmune, LLC. All material intercompany accounts have been eliminated in consolidation.
Uses of Estimates in Preparation of Financial Statements	Uses of Estimates in Preparation of Financial Statements 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The areas subject to significant estimates and judgement include, among others, those related to the fair value of equity awards, accruals for research and development expenses, useful lives of property and equipment, income taxes, and our valuation allowance on our deferred tax assets. On an ongoing basis we evaluate our estimates and base our estimates on historical experience and other relevant assumptions that we believe are reasonable under the circumstances, including as a result of new information that may emerge concerning the coronavirus pandemic. We have made estimates of the impact of the coronavirus pandemic within our financial statements and there may be changes to those estimates in future periods. Actual results could differ materially from these estimates.
Restricted Cash	Restricted Cash Restricted cash consists of certificates of deposit held by financial institutions as collateral for the Company’s corporate credit cards.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for restricted cash, accounts payable and accrued expenses approximate their fair values due to their short-term nature.
Leases	Leases At the inception of a contract, the Company determines whether the contract is or contains a lease based on all relevant facts and circumstances. For contracts that contain a lease, the Company identifies the lease and non-lease components, determines the consideration in the contract and recognizes the classification of the lease as operating or financing. For leases with a term greater than one year, the Company recognizes a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term at the commencement date of the lease. Lease liabilities and the corresponding right of use assets are recorded based on the present value of lease payments to be made over the lease term. The discount rate used to calculate the present value is the rate implicit in the lease, or if not readily determinable, the Company’s incremental borrowing rate. The Company’s incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right of use asset may be required for items such as initial direct costs or incentives received. Lease payments on operating leases are recognized on a straight-line basis over the expected term of the lease. Lease payments on financing leases are recognized using the effective interest method.
Debt	Debt On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act (the “ CARES Act PPP The Company followed the guidance under the Financial Accounting Standards Board (the “ FASB ASC Debt ASC 470
Derivative Financial Instruments	Derivative Financial Instruments Financial instruments that meet the definition of a derivative are classified as an asset or liability and measured at fair value on the issuance date and are revalued on each subsequent balance sheet date. The changes in fair value are recognized as current period income or loss. Financial instruments that do not meet the definition of a derivative are classified as equity and measured at fair value and recorded as additional paid-in capital in stockholders’ equity at the date of issuance. No further adjustments to their valuation are made.
Research and Development Expenses	Research and Development Expenses Research and development expenses relate to compensation and benefits for research and development personnel, facility-related expenses, supplies, external services, costs to acquire technology licenses, expenses associated with preclinical and clinical development activities and other operating costs. Research and development expenses are charged to expense as incurred. Payments made by the Company in advance for research and development services not yet provided and/or for materials not yet received are recorded as prepaid expenses and expensed when the service has been performed or when the goods have been received. Accrued liabilities are recorded related to those expenses for which vendors have not yet billed the Company with respect to services provided and/or materials that it has received. Accrued liabilities for the services provided by contract research organizations (“ CROs
Stock-based Compensation	Stock-based Compensation The Company follows the provisions of the FASB ASC Topic 718, “ Compensation — Stock Compensation ASC 718 Stock-based compensation expense recognized in the financial statements is based on awards that are ultimately expected to vest. Accordingly, we are also required to estimate forfeitures at the time of grant, and to revise those estimates in subsequent periods if actual forfeitures differ from estimates. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. Our forfeiture rate estimates are based on an analysis of our actual forfeiture experience, employee turnover behavior, and other factors. The impact of any adjustments to our forfeiture rates would be recorded as a cumulative adjustment in the period of adjustment. To the extent that actual forfeitures differ from our estimates, the difference is recorded as a cumulative adjustment in the period the estimates were revised.
Comprehensive Loss	Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented.
Net Loss per Share	Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per share is computed by dividing the Company’s net loss by the weighted average number of common shares outstanding and the impact of all dilutive potential common shares outstanding, except where such dilutive potential common shares would be anti-dilutive. Dilutive potential common shares primarily consist of warrants, restricted stock units and stock options.

5. Leases (Tables)

5. Leases (Tables)	3 Months Ended
	Mar. 31, 2021
Leases [Abstract]
Schedule of lease and supplemental balance sheet information	The amounts reported in the condensed consolidated balance sheets for operating leases in which the Company is the lessee and other supplemental balance sheet information is set forth as follows, in thousands, except lease term and discount rate: March 31, 2021 December 31, 2020 Assets Right of use asset $ 371 $ 400 Liabilities Lease liability, current 118 116 Lease liability, non-current 265 295 Total lease liability $ 383 $ 411 Lease Term and Discount Rate Weighted average remaining lease term 3.00 3.71 Weighted average discount rate 4.70% 4.70%
Aggregate future minimum lease payments	Future lease payments for our non-cancellable operating leases and a reconciliation to the carrying amount of the operating lease liability presented in the condensed consolidated balance sheet as of March 31, 2021 is as follows, in thousands: 2021 (remaining) $ 99 2022 135 2023 140 2024 35 Total lease payments 409 Less: Imputed interest (26 ) Total operating lease liabilities (includes current portion) $ 383

7. Stockholders' Equity (Tables

7. Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Summary of outstanding warrants	The following table summarizes the Company’s outstanding equity-classified warrants at March 31, 2021: Exercise Expiration Balance December 31, Warrants Warrants Warrants Balance March 31, Description Price Date 2020 Issued Exercised Expired 2021 December 2016 Warrants $ 495.00 12/21/2021 23,233 – – – 23,233 April 2018 Warrants $ 173.25 5/31/2023 20,599 – – – 20,599 April 2018 Placement Agent Warrants $ 223.00 4/9/2023 1,373 – – – 1,373 October 2018 Warrants $ 10.45 10/3/2025 389,610 – – – 389,610 October 2018 Underwriter Warrants $ 13.06 10/1/2023 29,220 – – – 29,220 November 2019 Placement Agent Warrants $ 6.875 11/18/2024 13,636 – – – 13,636 February 2020 Registered Direct Warrants $ 8.71 8/6/2025 197,056 – – – 197,056 February 2020 Placement Agent Warrants $ 11.0375 2/4/2025 14,779 – – – 14,779 February 2020 Underwritten Offering Warrants $ 4.00 2/13/2025 1,326,500 – – – 1,326,500 February 2020 Underwriter Warrants $ 5.00 2/11/2025 150,000 – – – 150,000 April 2020 Warrants $ 2.21 10/2/2025 1,284,798 – (856,532 ) – 428,266 April 2020 Placement Agent Warrants $ 2.9188 3/31/2025 128,480 – (86,724 ) – 41,756 January 2021 Pre-Funded Warrants $ 0.001 No expiration – 140,065 (140,065 ) – – January 2021 Warrants $ 3.001 7/27/2026 – 3,420,696 – – 3,420,696 January 2021 Placement Agent Warrants $ 3.8375 7/27/2026 – 342,070 – – 342,070 February 2021 Placement Agent Warrants $ 4.275 2/12/2026 – 168,509 – – 168,509 3,579,284 4,071,340 (1,083,321 ) – 6,567,303

8. Net Loss per Share (Tables)

8. Net Loss per Share (Tables)	3 Months Ended
	Mar. 31, 2021
Earnings Per Share [Abstract]
Schedule of antidilutive stock	The following table sets forth the potential common shares excluded from the calculation of net loss per share because their inclusion would be anti-dilutive: March 31, 2021 2020 Options to purchase common stock 2,499 2,637 Nonvested restricted stock units 335,379 11,178 Warrants to purchase common stock 6,567,303 3,141,870 Total 6,905,181 3,155,685

9. Stock-based Compensation (Ta

9. Stock-based Compensation (Tables)	3 Months Ended
	Mar. 31, 2021
Share-based Payment Arrangement [Abstract]
Summary of RSU activity	The following table summarizes the activity of the Company’s RSUs for the three months ended March 31, 2021: Number Weighted- Unvested units at December 31, 2020 9,699 $ 19.97 Granted 328,250 3.07 Vested (2,570 ) 15.08 Forfeited – – Unvested units at March 31, 2021 335,379 $ 3.47
Summary of Stock Option Activity	The following table summarizes the activity of the Company’s stock options for the three months ended March 31, 2021: Number Weighted- Aggregate Balance at December 31, 2020 2,570 $ 3,334.06 Granted – – Exercised – – Cancelled (71 ) 946.27 Balance at March 31, 2021 2,499 $ 3,401.90 $ – Exercisable at March 31, 2021 1,803 $ 4,676.53 $ –
Details of Stock-based Compensation Expense Recorded	The following table sets forth total stock-based compensation expense for the three months ended March 31, 2021 and 2020, in thousands: Three Months Ended March 31, 2021 2020 Research and development $ 13 $ 6 General and administrative 54 37 Total stock-based compensation $ 67 $ 43

5. Leases (Details - Balance sh

5. Leases (Details - Balance sheet lease items) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Right of use asset	$ 371	$ 400
Lease liability, current	118	116
Lease liability, non-current	265	295
Total lease liability	$ 383	$ 411
Weighted average remaining lease term	3 years	3 years 8 months 16 days
Weighted average discount rate	4.70%	4.70%

5. Leases (Details - Future lea

5. Leases (Details - Future lease payments) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Leases [Abstract]
2021 (remaining)	$ 99
2022	135
2023	140
2024	35
Total undiscounted lease payments	409
Less: imputed interest	(26)
Total operating lease liabilities	$ 383	$ 411

5. Leases (Details Narrative)

5. Leases (Details Narrative)	3 Months Ended
	Mar. 31, 2021USD ($)ft²	Mar. 31, 2020USD ($)
Operating lease cost	$ 33,000	$ 33,000
Operating lease payments	$ 32,200	$ 31,200
Office and Laboratory Space [Member]
Lease expiration date	Mar. 31, 2024
Operating lease footage | ft²	7,581

6. Debt (Details Narrative)

6. Debt (Details Narrative) - USD ($)	2 Months Ended	3 Months Ended		4 Months Ended
	Feb. 18, 2021	Mar. 31, 2021	Mar. 31, 2020	May 11, 2020
Gain on loan extinguishment		$ 233,000	$ 0
PPP Loan [Member]
Proceeds from debt				$ 231,252
Debt maturity date				May 11, 2022
Debt interest rate				1.00%
Gain on loan extinguishment	$ 233,000

7. Stockholders' Equity (Detail

7. Stockholders' Equity (Details - Warrants outstanding) - Warrants [Member] - $ / shares	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Warrants outstanding	6,567,303	3,579,284
Warrants issued	4,071,340
Warrants exercised	(1,083,321)
Warrants expired	0
December 2016 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 495
Warrant expiration date	Dec. 21, 2021
Warrants outstanding	23,233	23,233
Warrants issued	0
Warrants exercised	0
Warrants expired	0
April 2018 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 173.25
Warrant expiration date	May 31, 2023
Warrants outstanding	20,599	20,599
Warrants issued	0
Warrants exercised	0
Warrants expired	0
April 2018 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 223
Warrant expiration date	Apr. 9, 2023
Warrants outstanding	1,373	1,373
Warrants issued	0
Warrants exercised	0
Warrants expired	0
October 2018 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 10.45
Warrant expiration date	Oct. 3, 2025
Warrants outstanding	389,610	389,610
Warrants issued	0
Warrants exercised	0
Warrants expired	0
October 2018 Underwriter Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 13.06
Warrant expiration date	Oct. 1, 2023
Warrants outstanding	29,220	29,220
Warrants issued	0
Warrants exercised	0
Warrants expired	0
November 2019 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 6.875
Warrant expiration date	Nov. 18, 2024
Warrants outstanding	13,636	13,636
Warrants issued	0
Warrants exercised	0
Warrants expired	0
February 2020 Registered Direct Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 8.71
Warrant expiration date	Aug. 6, 2025
Warrants outstanding	197,056	197,056
Warrants issued	0
Warrants exercised	0
Warrants expired	0
February 2020 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 11.0375
Warrant expiration date	Feb. 4, 2025
Warrants outstanding	14,779	14,779
Warrants issued	0
Warrants exercised	0
Warrants expired	0
February 2020 Underwritten Offering Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 4
Warrant expiration date	Feb. 13, 2025
Warrants outstanding	1,326,500	1,326,500
Warrants issued	0
Warrants exercised	0
Warrants expired	0
February 2020 Underwriter Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 5
Warrant expiration date	Feb. 11, 2025
Warrants outstanding	150,000	150,000
Warrants issued	0
Warrants exercised	0
Warrants expired	0
April 2020 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 2.21
Warrant expiration date	Oct. 2, 2025
Warrants outstanding	428,266	1,284,798
Warrants issued	0
Warrants exercised	(856,532)
Warrants expired	0
April 2020 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 2.9188
Warrant expiration date	Mar. 31, 2025
Warrants outstanding	41,756	128,480
Warrants issued	0
Warrants exercised	(86,724)
Warrants expired	0
January 2021 Pre-Funded Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 0.001
Warrants outstanding	0	0
Warrants issued	140,065
Warrants exercised	(140,065)
Warrants expired	0
January 2021 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 3.001
Warrant expiration date	Jul. 27, 2026
Warrants outstanding	3,420,696	0
Warrants issued	3,420,696
Warrants exercised	0
Warrants expired	0
January 2021 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 3.8375
Warrant expiration date	Jul. 27, 2026
Warrants outstanding	342,070	0
Warrants issued	342,070
Warrants exercised	0
Warrants expired	0
February 2021 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 4.275
Warrant expiration date	Feb. 12, 2026
Warrants outstanding	168,509	0
Warrants issued	168,509
Warrants exercised	0
Warrants expired	0

7. Stockholders' Equity (Deta_2

7. Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended			2 Months Ended	3 Months Ended
	Jan. 25, 2021	Feb. 13, 2020	Feb. 06, 2020	Feb. 17, 2021	Mar. 31, 2021	Apr. 02, 2020	Mar. 31, 2020
Proceeds from issuance of stock and warrants					$ 19,577		$ 8,561
Proceeds from exercise of warrants					$ 2,146		$ 1
February 2020 Registered Offering [Member]
Stock issued during period, shares			197,056
Stock price per share			$ 8.705
Proceeds from issuance of stock and warrants			$ 1,467
February 2020 Registered Direct Warrants [Member]
Stock price per share			$ 0.125
Warrants issued			197,056
Warrant exercise price			$ 8.71
February 2020 Placement Agent Warrants [Member]
Warrants issued			14,779
Warrant exercise price			$ 11.0375
February 2020 Underwritten Public Offering [Member]
Stock issued during period, shares		993,633
Stock price per share		$ 4
Proceeds from issuance of stock and warrants		$ 7,093
February 2020 Underwritten Public Offering [Member] | 2020 Pre-Funded Warrants [Member]
Stock price per share		$ 3.999
Warrants issued		1,006,367
Warrant exercise price		$ 0.001
February 2020 Underwritten Public Offering [Member] | February 2020 Warrants [Member]
Stock price per share		$ 4
Warrants issued		2,000,000
February 2020 Underwritten Public Offering [Member] | February 2020 Warrants [Member] | Underwriter [Member]
Stock price per share		$ 0.001
Warrants issued		300,000
Option to purchase shares of common stock, shares		300,000
Option to purchase shares of common stock, price per share		$ 3.999
February 2020 Underwritten Public Offering [Member] | February 2020 Underwriter Warrants [Member]
Warrants issued		150,000
Warrant exercise price		$ 5
April 2020 Offering [Member]
Stock issued during period, shares						1,713,064
Stock price per share						$ 2.21
Proceeds from issuance of stock and warrants						$ 3,527
April 2020 Offering [Member] | April 2020 Warrants [Member]
Stock price per share						$ 0.125
Warrants issued						1,713,064
Warrant exercise price						$ 2.21
April 2020 Offering [Member] | April 2020 Placement Agent Warrants [Member]
Warrants issued						128,480
Warrant exercise price						$ 2.9188
Jan 2021 Private Placement [Member]
Stock issued during period, shares	4,420,863
Stock price per share	$ 3.07
Proceeds from issuance of stock and warrants	$ 12,669
Jan 2021 Private Placement [Member] | January 2021 Pre-Funded Warrants [Member]
Stock price per share	$ 3.069
Warrants issued	140,065
Jan 2021 Private Placement [Member] | January 2021 Warrants [Member]
Warrants issued	3,420,696
Warrant exercise price	$ 3
Jan 2021 Private Placement [Member] | H.C. Wainwright [Member] | Jan 2021 Placement Agent Warrants [Member]
Warrants issued	342,070
Warrant exercise price	$ 3.8375
February 2021 Registered Direct Offering [Member]
Stock issued during period, shares				2,246,784
Stock price per share				$ 3.42
Proceeds from issuance of stock and warrants				$ 6,908
February 2021 Registered Direct Offering [Member] | Febuary 2021 Placement Agent Warrants [Member]
Warrants issued				168,509
Warrant exercise price				$ 4.275

8. Net Loss per Share (Details

8. Net Loss per Share (Details - Antidilutive shares) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total amount of anti-dilutive securities excluded from computation of earnings per share	6,905,181	3,155,685
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total amount of anti-dilutive securities excluded from computation of earnings per share	2,499	2,637
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total amount of anti-dilutive securities excluded from computation of earnings per share	335,379	11,178
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total amount of anti-dilutive securities excluded from computation of earnings per share	6,567,303	3,141,870

9. Stock-based Compensation (De

9. Stock-based Compensation (Details - RSU activity) - Restricted Stock Units (RSUs) [Member]	3 Months Ended
	Mar. 31, 2021$ / sharesshares
RSU's unvested units, beginning balance | shares	9,699
RSU's granted | shares	328,250
RSU's vested | shares	(2,570)
RSU's forfeited | shares	0
RSU's unvested units, ending balance | shares	335,379
RSU beginning balance, price per share | $ / shares	$ 19.97
RSU's granted, price per share | $ / shares	3.07
RSU's vested, price per share | $ / shares	15.08
RSU's forfeited, price per share | $ / shares
RSU ending balance, price per share | $ / shares	$ 3.47

9. Stock-based Compensation (_2

9. Stock-based Compensation (Details - Option activity) - Options [Member] $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Option outstanding, Beginning Balance | shares	2,570
Options granted | shares	0
Options exercised | shares	0
Options cancelled | shares	(71)
Options outstanding, ending balance | shares	2,499
Options exercisable | shares	1,803
Weighted-Average Exercise Price Per Share, Beginning Balance | $ / shares	$ 3,334.06
Weighted-Average Exercise Price Per Share, Granted | $ / shares
Weighted-Average Exercise Price Per Share, Exercised | $ / shares
Weighted-Average Exercise Price Per Share, Cancelled | $ / shares	946.27
Weighted-Average Exercise Price Per Share, Ending Balance | $ / shares	3,401.90
Weighted-Average Exercise Price Per Share, Exercisable | $ / shares	$ 4,676.53
Aggregate Intrinsic Value, Ending Balance | $	$ 0
Aggregate Intrinsic Value, Exercisable | $	$ 0

9. Stock-based Compensation (_3

9. Stock-based Compensation (Details - Share-based compensation) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 67	$ 43
Research and Development Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	13	6
General and Administrative Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 54	$ 37

9. Stock-based Compensation (_4

9. Stock-based Compensation (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based compensation expense	$ 67,000	$ 43,000
Options [Member]
Share-based compensation expense	10,000	14,000
Restricted Stock Units (RSUs) [Member]
Share-based compensation expense	$ 57,000	$ 29,000