Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 16, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-13789 | |
Entity Registrant Name | ADHERA THERAPEUTICS, INC. | |
Entity Central Index Key | 0000737207 | |
Entity Tax Identification Number | 11-2658569 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 8000 Innovation Parkway Drive | |
Entity Address, City or Town | Baton Rouge | |
Entity Address, State or Province | LA | |
Entity Address, Postal Zip Code | 70820 | |
City Area Code | (919) | |
Local Phone Number | 518-3748 | |
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 | 10,869,530 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 50 | |
Prepaid expenses and other assets | 54 | 370 |
Total current assets | 54 | 420 |
Total assets | 54 | 420 |
Current liabilities | ||
Accounts payable | 2,253 | 1,403 |
Due to related party | 4 | 4 |
Accrued expenses | 1,851 | 1,005 |
Accrued dividends | 3,718 | 2,565 |
Notes payable | 6,254 | 5,330 |
Total current liabilities | 14,080 | 10,307 |
Total liabilities | 14,080 | 10,307 |
Commitments and contingencies (Note 8) | ||
Stockholders’ deficit | ||
Common stock, $0.006 par value; 180,000,000 shares authorized, 10,869,530 shares issued and outstanding as of September 30, 2020 and December 31, 2019 | 65 | 65 |
Additional paid-in capital | 29,672 | 29,375 |
Accumulated deficit | (43,763) | (39,327) |
Total stockholders’ deficit | (14,026) | (9,887) |
Total liabilities and stockholders’ deficit | 54 | 420 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock | 0 | 0 |
Series D Convertible Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock | 0 | 0 |
Series E Convertible Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock | 0 | 0 |
Series F Convertible Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Common stock, par value (in dollars per share) | $ 0.006 | $ 0.006 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 10,869,530 | 10,869,530 |
Common stock, shares outstanding | 10,869,530 | 10,869,530 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,200 | 1,200 |
Preferred stock, liquidation preference value | $ 5,100 | $ 5,100 |
Preferred stock, shares issued | 100 | 100 |
Preferred stock, shares outstanding | 100 | 100 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 220 | 220 |
Preferred stock, liquidation preference value | $ 300 | $ 300 |
Preferred stock, shares issued | 40 | 40 |
Preferred stock, shares outstanding | 40 | 40 |
Series E Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,500 | 3,500 |
Preferred stock, liquidation preference value | $ 5,000 | $ 5,000 |
Preferred stock, shares issued | 3,478 | 3,478 |
Preferred stock, shares outstanding | 3,478 | 3,478 |
Series F Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,200 | 2,200 |
Preferred stock, liquidation preference value | $ 5,000 | $ 5,000 |
Preferred stock, shares issued | 361 | 361 |
Preferred stock, shares outstanding | 361 | 361 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Net sales | $ 51 | $ 120 | ||
Cost of sales | 106 | 304 | ||
Gross loss | (55) | (184) | ||
Operating expenses | ||||
Sales and marketing | 20 | 1,311 | 818 | 3,518 |
General and administrative | 174 | 840 | 1,055 | 3,806 |
Amortization | 18 | 53 | ||
Total operating expenses | 194 | 2,169 | 1,873 | 7,377 |
Loss from operations | (194) | (2,224) | (1,873) | (7,561) |
Other income (expense) | ||||
Other income | 5 | 45 | ||
Interest expense | (255) | (332) | (1,082) | (333) |
Amortization of debt discount | (95) | (373) | ||
Net loss | (539) | (2,556) | (3,283) | (7,894) |
Preferred Stock Dividends | (388) | (389) | (1,153) | (1,128) |
Net Loss Applicable to Common Stockholders | $ (927) | $ (2,945) | $ (4,436) | $ (9,022) |
Net loss per share – Common Shareholders - basic and diluted | $ (0.09) | $ (0.27) | $ (0.41) | $ (0.83) |
Weighted average shares outstanding - basic and diluted | 10,869,530 | 10,869,530 | 10,869,530 | 10,830,816 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' (Deficit) - USD ($) $ in Thousands | Series E Preferred Stock [Member] | Series F Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid In Capital Warrants [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2018 | $ 65 | $ (5,384) | $ 34,094 | $ (25,848) | $ 2,927 | ||
Balance, shares at Dec. 31, 2018 | 3,488 | 381 | 10,761,684 | ||||
Accrued dividend | (382) | (382) | |||||
Share based compensation | 395 | 395 | |||||
Conversion of Series E Preferred stock for common stock (in shares) | |||||||
Net loss | (2,558) | (2,558) | |||||
Ending balance, value at Mar. 31, 2019 | $ 65 | (4,989) | 34,094 | (28,788) | 382 | ||
Balance, shares at Mar. 31, 2019 | 3,488 | 381 | 10,761,684 | ||||
Beginning balance, value at Dec. 31, 2018 | $ 65 | (5,384) | 34,094 | (25,848) | 2,927 | ||
Balance, shares at Dec. 31, 2018 | 3,488 | 381 | 10,761,684 | ||||
Net loss | (7,894) | ||||||
Ending balance, value at Sep. 30, 2019 | $ 65 | (4,676) | 34,094 | (34,867) | (5,384) | ||
Balance, shares at Sep. 30, 2019 | 3,478 | 381 | 10,869,530 | ||||
Beginning balance, value at Mar. 31, 2019 | $ 65 | (4,989) | 34,094 | (28,788) | 382 | ||
Balance, shares at Mar. 31, 2019 | 3,488 | 381 | 10,761,684 | ||||
Accrued dividend | (357) | (357) | |||||
Share based compensation | 241 | 241 | |||||
Conversion of Series E Preferred stock for common stock | 3 | 3 | |||||
Conversion of Series E Preferred stock for common stock (in shares) | (10) | 107,846 | |||||
Net loss | (2,780) | (2,780) | |||||
Ending balance, value at Jun. 30, 2019 | $ 65 | (4,748) | 34,094 | (31,922) | (2,511) | ||
Balance, shares at Jun. 30, 2019 | 3,478 | 381 | 10,869,530 | ||||
Accrued dividend | (389) | (389) | |||||
Share based compensation | 72 | 72 | |||||
Net loss | (2,556) | (2,556) | |||||
Ending balance, value at Sep. 30, 2019 | $ 65 | (4,676) | 34,094 | (34,867) | (5,384) | ||
Balance, shares at Sep. 30, 2019 | 3,478 | 381 | 10,869,530 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 65 | (4,719) | 34,094 | (39,327) | (9,887) | ||
Balance, shares at Dec. 31, 2019 | 3,478 | 361 | 10,869,530 | ||||
Accrued dividend | (383) | (383) | |||||
Share based compensation | 36 | 36 | |||||
Issuance of warrants with notes payable, net of discount | 239 | 239 | |||||
Net loss | (1,838) | (1,838) | |||||
Ending balance, value at Mar. 31, 2020 | $ 65 | (4,683) | 34,333 | (41,548) | (11,833) | ||
Balance, shares at Mar. 31, 2020 | 3,478 | 361 | 10,869,530 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 65 | (4,719) | 34,094 | (39,327) | (9,887) | ||
Balance, shares at Dec. 31, 2019 | 3,478 | 361 | 10,869,530 | ||||
Net loss | (3,283) | ||||||
Ending balance, value at Sep. 30, 2020 | $ 65 | (4,661) | 34,333 | (43,763) | (14,026) | ||
Balance, shares at Sep. 30, 2020 | 3,478 | 361 | 10,869,530 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 65 | (4,683) | 34,333 | (41,548) | (11,833) | ||
Balance, shares at Mar. 31, 2020 | 3,478 | 361 | 10,869,530 | ||||
Accrued dividend | (382) | (382) | |||||
Share based compensation | (26) | (26) | |||||
Beneficial conversion feature - term loan | 50 | 50 | |||||
Net loss | (906) | (906) | |||||
Ending balance, value at Jun. 30, 2020 | $ 65 | (4,659) | 34,333 | (42,836) | (13,097) | ||
Balance, shares at Jun. 30, 2020 | 3,478 | 361 | 10,869,530 | ||||
Accrued dividend | (388) | (388) | |||||
Share based compensation | (2) | (2) | |||||
Net loss | (539) | (539) | |||||
Ending balance, value at Sep. 30, 2020 | $ 65 | $ (4,661) | $ 34,333 | $ (43,763) | $ (14,026) | ||
Balance, shares at Sep. 30, 2020 | 3,478 | 361 | 10,869,530 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows Used in Operating Activities: | ||
Net loss | $ (3,283) | $ (7,894) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation | 8 | 708 |
Amortization of intangibles | 53 | |
Amortization of debt discount and fees | 765 | 181 |
Bad debt expense | (14) | |
Depreciation | 10 | |
Non-cash interest expense | 689 | 152 |
Non-cash lease expense | 83 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (28) | |
Inventory | (231) | |
Prepaid expenses and other assets | 316 | 146 |
Accounts payable | 850 | 605 |
Accrued expenses | 157 | 142 |
Due to related party | (24) | |
Lease liability | (85) | |
Net Cash Used in Operating Activities | (498) | (6,196) |
Cash Flows Provided by Financing Activities: | ||
Proceeds from loan payable, net of discount | 553 | 5,677 |
Notes payable issuance costs | (105) | (707) |
Net Cash Provided by Financing Activities | 448 | 4,970 |
Net (decrease) in cash | (50) | (1,226) |
Cash – Beginning of Period | 50 | 3,918 |
Cash - End of Period | 2,692 | |
Non-cash Investing and Financing Activities: | ||
Capitalization of operating lease right of use asset | 240 | |
Issuance of warrants with notes payable | 239 | |
Beneficial conversion feature on issuance of notes | 50 | |
Accrued dividends | 1,153 | 1,128 |
Conversion of Series E accrued dividend for common stock | $ 3 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Nature of Operations, Basis of Presentation and Significant Accounting Policies | Note 1 – Nature of Operations, Basis of Presentation and Significant Accounting Policies Business Overview Adhera Therapeutics, Inc. and its wholly-owned subsidiaries, MDRNA Research, Inc. (“MDRNA”), Cequent Pharmaceuticals, Inc. (“Cequent”), Atossa Healthcare, Inc. (“Atossa”), and IThenaPharma, Inc. (“IThena”) (collectively “Adhera,” the “Company,” “we,” “our,” or “us”), is a specialty biotech company that, to the extent that resources and opportunities become available, is strategically evolving focus in hopes of a return to a drug discovery and development company, and a departure from active commercialization and promotion of hypertension treatment options in the U.S. market. During 2019, Adhera Therapeutics was a commercially focused entity that leveraged innovative distribution models and technologies to improve the quality of care for patients in the United States suffering from chronic and acute diseases with a focus on fixed dose combination therapies in hypertension. These efforts were primarily focused on Prestalia ® ® ® In December 2019, the Company terminated its then-current business operations, including its commercial operations relating to the sale of Prestalia, and terminated the personnel associated with such operations, starting immediately, with such process being substantially completed on or prior to December 31, 2019. As a result, as of the date of this report, the Company is not engaged in any research, development or commercialization activities, and it is no longer generating any revenues from operations, including from the sale of Prestalia or any other product. Since the end of 2019, to the extent that resources have been available, the Company has been working with its advisors to restructure our company and to identify potential strategic transactions to enhance the value of our company as such opportunities arise, including potential transactions and capital raising initiatives involving the assets relating to our legacy RNA interference programs, as well as business combination transactions with operating companies. There can be no assurance that the Company will be successful at identifying any such transactions, that we will continue to have sufficient resources to actively attempt to identify such transactions, or that such transactions will be available upon terms acceptable to us or at all. If the Company does not complete any significant strategic transactions, or raise substantial additional capital, in the immediate future, it is likely that the Company will discontinue all operations and seek bankruptcy protection. Furthermore, the Company is evaluating all strategic options to out-license and/or divest our existing intellectual property, including our DyrctAxess platform, which is designed to offer enhanced efficiency, control and access to the information necessary to empower patients, physicians and manufacturers to achieve optimal care. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete audited financial statements. This quarterly report should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The information furnished in this report reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for each period presented. The results of operations for the nine months ended September 30, 2020 are not necessarily indicative of the results for the year ending December 31, 2020 or for any future period. Principles of Consolidation The condensed consolidated financial statements include the accounts of Adhera Therapeutics, Inc. and the wholly-owned subsidiaries, Ithena, Cequent, MDRNA, and Atossa, and eliminate any inter-company balances and transactions. Going Concern and Management’s Liquidity Plans The accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2020, the Company had no 14 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, convertible notes and secured promissory notes. The Company incurred a net operating loss of approximately $ 0.5 3.3 43.8 In addition, to the extent that the Company continues its business operations, the Company anticipates that it will continue to have negative cash flows from operations, at least into the near future. However, the Company cannot be certain that it will be able to obtain such funds required for our operations at terms acceptable to us or at all. General market conditions, as well as market conditions for companies in our financial and business position, as well as the ongoing issue arising from the COVID-19 pandemic, may make it difficult for us to seek financing from the capital markets, and the terms of any financing may adversely affect the holdings or the rights of our stockholders. If the Company is unable to obtain additional financing in the future, there may be a negative impact on the financial viability of the Company. The Company plans to increase working capital by managing its cash flows and expenses, divesting development assets and raising additional capital through private or public equity or debt financing. There can be no assurance that such financing or partnerships will be available on terms which are favorable to the Company or at all. While management of the Company believes that it has a plan to fund ongoing operations, there is no assurance that its plan will be successfully implemented. Failure to raise additional capital through one or more financings, divesting development assets or reducing discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives. 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. Summary of Significant Accounting Policies Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity 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 revenue and expenses during the reported period. Significant areas requiring the use of management estimates include revenue and related discounts and allowances and accruals related to our operating activity including legal and other consulting expenses. Actual results could differ materially from such estimates under different assumptions or circumstances. Fair Value of Financial Instruments The Company considers the fair value of cash, prepaid expenses, accounts payable, debt, and accrued expenses not to be materially different from their carrying value. These financial instruments have short-term maturities. We follow authoritative guidance with respect to fair value reporting issued by the Financial Accounting Standards Board (“FASB”) for financial assets and liabilities, which defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance does not apply to measurements related to share-based payments. The guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. There were no Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment indicators throughout the year and performs detailed testing whenever impairment indicators are present. In addition, we perform detailed impairment testing for indefinite-lived intangible assets, at least annually, at December 31. When necessary, the Company records charges for impairments. Specifically: ● For finite-lived intangible assets, such as developed technology rights, and for other long-lived assets, we compare the undiscounted amount of the projected cash flows associated with the asset, or asset group, to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over fair value. In addition, in all cases of an impairment review, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate; and ● For indefinite-lived intangible assets, such as acquired in-process R&D assets, each year and whenever impairment indicators are present, we determine the fair value of the asset and record an impairment loss for the excess of book value over fair value, if any. The Company did no Revenue, Net The Company adopted the new revenue recognition guidelines in accordance with ASC 606, Revenue from Contracts with Customers The Company sold its medicines primarily to wholesale distributors and specialty pharmacy providers under agreements with payment terms typically less than 90 days. These customers subsequently resold the Company’s medicines to health care patients. Revenue was recognized when performance obligations under the terms of a contract with a customer are satisfied. The majority of the Company’s contracts had a single performance obligation to transfer medicines. Accordingly, revenues from medicine sales were recognized when the customer obtained control of the Company’s medicines, which occurred at a point in time, typically upon delivery to the customer. Revenue was measured as the amount of consideration the Company expects to receive in exchange for transferring medicines and was generally based upon a list or fixed price less allowances for medicine returns, rebates and discounts. Company recorded an estimate of unrealized revenue reductions, and the related liability, for bottles sold to pharmacies but not yet prescribed. Medicine Sales Discounts and Allowances The nature of the Company’s contracts gave rise to variable consideration because of allowances for medicine returns, rebates and discounts. Allowances for medicine returns, rebates and discounts were recorded at the time of sale to wholesale pharmaceutical distributors and pharmacies. The Company applied significant judgments and estimates in determining some of these allowances. If actual results differ from its estimates, the Company would be required to make adjustments to these allowances in the future. The Company’s adjustments to gross sales are discussed further below. Patient Access Programs The Company offered discounts to patients under which the patient received a discount on his or her prescription. In circumstances when a patient’s prescription is rejected by a third-party payer, the Company would pay for the full cost of the prescription. The Company reimbursed pharmacies for this discount directly or through third-party vendors. The Company reduced gross sales by the amount of actual co-pay and other patient assistance in the period based on the invoices received. The Company also recorded an accrual to reduce gross sales for estimated co-pay and other patient assistance on units sold to distributors or pharmacies that have not yet been prescribed/dispensed to a patient. The Company calculated accrued co-pay and other patient assistance fee estimates using the expected value method. The estimate was based on contract prices, estimated percentages of medicine that would be prescribed to qualified patients, average assistance paid based on reporting from the third-party vendors and estimated levels of inventory in the distribution channel. Accrued co-pay and other patient assistance fees were included in “accrued expenses” on the condensed consolidated balance sheet. Patient assistance programs include both co-pay assistance and fully bought down prescriptions. Sales Returns Consistent with industry practice, the Company maintained a return policy that allows customers to return medicines within a specified period prior to and subsequent to the medicine expiration date. Generally, medicines may be returned for a period beginning nine months one year Cost of Goods Sold Distribution Service Fees The Company included distribution service fees paid for inventory management services as cost of goods sold. The Company calculated accrued distribution service fee estimates using the most likely amount method. The Company accrued estimated distribution fees based on contractually determined amounts. Accrued distribution service fees were included in “accrued expenses” on the condensed consolidated balance sheet. Shipping Fees The Company included fees incurred by pharmacies for shipping medicines to patients as cost of goods sold. The Company calculated accrued shipping fee estimates using the expected value method. The Company recorded accrued shipping fees in “accrued expenses” on the condensed consolidated balance sheet. Non-Commercial Product The Company recorded the cost of non-commercial product distributed to patients as a cost of goods sold. Royalties on Product Sales The Company recorded royalty fees on the sale of commercial product as a cost of goods sold. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-2, Leases (Topic 842) (“ASU No. 2016-2”). Under ASU No. 2016-2, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. For leases with a term of twelve months or less, the lessee is permitted to make an accounting policy election not to recognize lease assets and lease liabilities by class of underlying assets. ASU No. 2016-2 became effective for the Company beginning in the first quarter of 2019. The Company adopted this standard on January 1, 2019, using a modified retrospective approach at the adoption date through a cumulative-effect adjustment to retained earnings. The adoption did not have a material impact on its condensed consolidated statement of operations. The Company elected to not recognize lease assets and liabilities for leases with an initial term of twelve months or less. Net Loss per Common Share Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common stock equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. Potentially dilutive securities which include outstanding warrants, stock options and preferred stock have been excluded from the computation of diluted net loss per share as their effect would be anti-dilutive. For all periods presented, basic and diluted net loss were the same. The following table presents the computation of net loss per share (in thousands, except share and per share data): Schedule of Computation of Net Loss Per Share 2020 2019 2020 2019 Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator Net loss $ (539 ) $ (2,556 ) $ (3,283 ) $ (7,894 ) Preferred stock dividends (388 ) (389 ) (1,153 ) (1,128 ) Net Loss allocable to common stock holders $ (927 ) $ (2,945 ) $ (4,436 ) $ (9,022 ) Denominator Weighted average common shares outstanding used to compute net loss per share, basic and diluted 10,869,530 10,869,530 10,869,530 10,830,816 Net loss per share of common stock, basic and diluted Net loss per share $ (0.09 ) $ (0.27 ) $ (0.41 ) $ (0.83 ) Potentially dilutive securities not included in the calculation of diluted net loss per common share because to do so would be anti-dilutive are as follows: Schedule of Anti-dilutive Securities For the Nine Months ended September 30, 2020 2019 Stock options outstanding 1,216,350 4,820,407 Warrants 69,047,000 35,667,329 Series C Preferred Stock 66,667 66,667 Series D Preferred Stock 50,000 50,000 Series E Preferred Stock 41,597,256 38,807,008 Series F Preferred Stock 4,230,973 3,943,530 Convertible debt 23,690,018 — Total 139,898,264 83,354,941 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 2 - Intangible Assets Intangible Assets Amortization expense for the three and nine months ended September 30, 2019 was approximately $ 18,000 53,000 No |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 3 – Notes Payable 2019 Term Loan During 2019, the Company entered into term loan subscription agreements with certain accredited investors, pursuant to which the Company issued secured promissory notes (the “Notes”) in the aggregate principal amount of approximately $ 5.7 707,000 The Notes accrue interest at a rate of 12.0% The unpaid principal balance of the Notes, plus accrued and unpaid interest thereon, will mature on the earliest to occur of: (i) June 28, 2020 (subject to extension for up to sixty ( 60 On December 28, 2019, the Company defaulted on the initial interest payment on the loan and the interest rate per annum increased to the default rate of 15% The Company recognized approximately $ 215,000 and $ 986,000 in interest expense related to Notes for the three and nine months ended September 30, 2020, including approximately $ 0 347,000 related to the amortization of debt issuance costs for the three and nine months ended September 30, 2020, respectively. The Company recognized approximately $ 326,000 330,000 147,000 and $ 148,000 related to the amortization of debt issuance costs for the three and nine months ended September 30, 2019, respectively. As of September 30, 2020, the Company has recorded approximately $ 5.7 961,000 2020 Term Loan On February 5, 2020, the Company entered into a Securities Purchase Agreement accredited investors pursuant to purchase: (i) original issue discount unsecured Convertible Promissory Notes (the “Notes”), issued at a 10% 499,950 The maturity date is the six (6) month anniversary of the original issue date, or August 5, 2020, or such earlier date as the Note is required or permitted to be repaid as provided thereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of the Note. Interest shall accrue to the Holders on the aggregate unconverted and then outstanding principal amount of the Notes at the rate of 10% On or after May 5, 2020 until the Notes are no longer outstanding, the Notes shall be convertible, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the noteholder. The conversion price shall be the lower of: (i) $ 0.50 70% 60% 0.05 The exercise price of the Warrants shall be equal to the conversion price of the Notes, provided, that on the date that the Notes are no longer outstanding, the exercise price shall be fixed at the conversion price of the Notes on such date, with the exercise price of the Warrants thereafter (and the number of shares of Common Stock issuable upon the exercise thereof) being subject to adjustment as set forth in the Warrants. The warrants have a 5 year t The Company recorded a discount related to the warrants of approximately $ 322,000 30,000 53,000 21,000 38,000 On June 15, 2020, the Company defaulted on certain covenants in the 2020 term loan and the interest rate reset to the default rate of 18% The Company recognized $ 31,000 86,000 7,000 38,000 67,000 343,000 As of September 30, 2020, the debt discount and issuance costs for this term loan were fully amortized. The Company remains in default on the repayment of principal and interest on the notes. Secured Promissory Note On June 26, 2020, the Company issued to an existing investor in the Company a 10% original issue discount Senior Secured Convertible Promissory Note for a purchase price of $ 52,500 . The Note matures on the date that is the six (6) month anniversary of the original issue date. Interest shall accrue on the aggregate unconverted and then outstanding principal amount of the Note at the rate of 10% per annum, calculated on the basis of a 360-day year. The Company recorded approximately $ 14,000 in debt issuance cost to be amortized over the life of the loan using the straight-line method. On or after September 24, 2020, the Note shall be convertible, in whole or in part, into shares of common stock of the Company at the option of the noteholder at a conversion price of $ 0.02 65% 50,000 The obligations of the Company under the Note are secured by a senior lien and security interest in all of the assets of the Company and certain of its wholly-owned subsidiaries pursuant to the terms and conditions of a Security Agreement dated June 26, 2020 by the Company in favor of the noteholder. In connection with the issuance of the Note, the holders of the secured promissory notes that the Company issued to select accredited investors between June 28, 2019 and August 5, 2019 in the aggregate principal amount of approximately $ 5.7 On August 5, 2020, the Company defaulted on certain covenants in the loan and the interest rate reset to the default rate of 18% For the three and nine month period ended September 30, 2020 the Company recognized approximately $ 9,000 and $ 10,000 in interest expense including $ 7,000 and $ 8,000 related to the amortization of debt issuance costs, respectively. For the three and nine month period ended September 30, 2020 the Company recognized $ 28,000 and $ 30,000 related to the amortization of debt discount. As of September 30, 2020 the Company has recorded approximately $ 58,000 26,000 6,000 |
Licensing Agreements
Licensing Agreements | 9 Months Ended |
Sep. 30, 2020 | |
Licensing Agreements | |
Licensing Agreements | Note 4 - Licensing Agreements Les Laboratories Servier As a result of the Asset Purchase Agreement that the Company entered into with Symplmed Pharmaceuticals LLC in June 2017, Symplmed assigned to the Company an Amended and Restated License and Commercialization Agreement with Les Laboratories Servier, pursuant to which the Company has the exclusive right to manufacture, have manufactured, develop, promote, market, distribute and sell Prestalia ® For the three and nine month period ended September 30, 2019 the Company paid $ 8,000 27,000 No Biofarma As consideration for the Prestalia Trademark license which the Company assumed in connection with the Asset Purchase Agreement with Symplmed, the Company pays low single digit royalties to Biofarma, an affiliate of Servier and the holder of the Prestalia trademark. For the three and nine month period ended September 30, 2019, the Company paid approximately $ 1,000 3,000 No License of DiLA 2 On March 16, 2018, the Company entered into an exclusive sublicensing agreement for certain intellectual property rights to its DiLA2 delivery system. The agreement included an upfront payment of $ 200,000 ninety days |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Due to Related Party The Company and other related entities have had a commonality of ownership and/or management control, and as a result, the reported operating results and/or financial position of the Company could significantly differ from what would have been obtained if such entities were autonomous. The Company had a Master Services Agreement (“MSA”) with Autotelic Inc., a related party that is partly owned by one of the Company’s former Board members and executive officers, namely Vuong Trieu, Ph.D., effective November 15, 2016. The MSA stated that Autotelic Inc. will provide business functions and services to the Company and allowed Autotelic Inc. to charge the Company for these expenses paid on its behalf. The MSA included personnel costs allocated based on amount of time incurred and other services such as consultant fees, clinical studies, conferences and other operating expenses incurred on behalf of the Company. The MSA required a 90-day written termination notice in the event either party requires to terminate such services. We and Autotelic Inc. agreed to terminate the MSA effective October 31, 2018. Dr. Trieu resigned as a director of our company effective October 1, 2018. An unpaid balance of approximately $ 4,000 Transactions with BioMauris, LLC/Erik Emerson Until February of 2019, the Company had engaged the services of BioMauris, LLC, of which Erik Emerson, a former executive officer and director of our company, served as Executive Chairman. During the nine months ended September 30, 2019, the Company recorded approximately $ 32,000 No Beginning in the second quarter of 2019 when components of the financial transaction took place and became fully effective in July 2019, Mr. Emerson became the owner of an equity interest of approximately 22% 25,000 62,000 no No |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 6 - Stockholders’ Equity Series E Convertible Preferred Stock Private Placement In April and May 2018, the Company entered into Subscription Agreements with certain accredited investors and conducted a closing pursuant to which we sold 2,812 shares of our Series E Preferred, at a purchase price of $ 5,000 per share of Series E Preferred. Each share of Series E Preferred is initially convertible into shares of our common stock at a conversion price of $ 0.50 per share of common stock. In addition, each investor received a 5 year 0.75 0.55 0.50 8% five years We received net proceeds of approximately $ 12.2 2 2,958,460 In October 2018, an investor converted 2 20,000 In April 2019, the Company issued 107,846 53,923 As of September 30, 2020, the Company had recorded accrued dividends of approximately $ 3.4 Series F Convertible Preferred Stock Private Placement In July 2018, the Company entered into Subscription Agreements with certain accredited investors and conducted a closing pursuant to which we sold 308 5,000 0.50 5 0.75 0.55 8% five years The Company received proceeds of approximately $ 1.4 180,000 308,000 0.55 On November 9, 2018, the Company entered into Subscription Agreements with certain accredited investors and conducted a closing pursuant to which we sold 73 5,000 0.50 5 0.75 0.55 0.3 73,000 five-year 0.55 On October 30, 2019, the Company repurchased 20 150,000 100,000 As of September 30, 2020, the Company had recorded accrued dividends of approximately $ 310,000 Warrants As of September 30, 2020, there were 69,047,000 0.29 Schedule of Warrant Activity Sep. 30, 2020 Expiring in 2021 343,750 Expiring in 2022 — Expiring in 2023 33,645,847 Expiring in 2024 335,452 Expiring thereafter 34,721,951 Total 69,047,000 The above includes 68,354,517 34,718,750 A total of 1,189,079 |
Stock Incentive Plans
Stock Incentive Plans | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Incentive Plans | Note 7 - Stock Incentive Plans Stock Options The following table summarizes stock option activity for the nine months ended September 30, 2020. Schedule of Stock Option Activity Options Outstanding Shares Weighted Average Exercise Price Outstanding, December 31, 2019 4,071,333 $ 0.58 Options granted — — Options expired / forfeited (2,854,983 ) 0.50 Outstanding, September 30, 2020 1,216,350 0.74 Exercisable, September 30, 2020 1,216,350 $ 0.74 The following table summarizes additional information on stock options outstanding at September 30, 2020. Summary of Additional Information on Stock Options Outstanding Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted- Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.09 1.00 1,208,500 0.83 $ 0.73 1,208,500 $ 0.73 $ 1.70 4,050 1.27 $ 1.70 4,050 $ 1.70 $ 2.60 3,800 0.26 $ 2.60 3,800 $ 2.60 Totals 1,216,350 0.83 $ 0.74 1,216,350 $ 0.74 Weighted-Average Exercisable Remaining Contractual Life (Years): 0.83 During the nine months ended September 30, 2020, the Company granted no Total expense related to stock options was approximately $ 8,000 708,000 As of September 30, 2020, the Company had no As of September 30, 2020, the intrinsic value of options outstanding was zero |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 - Commitments and Contingencies Litigation Because of the nature of the Company’s business it is subject to claims and/or threatened legal actions, which arise out of the normal course of business. As of the date of this filing, the Company is not aware of any pending lawsuits against it, its officers or directors. Leases On December 9, 2019, the Company entered into a Standard Form Office Lease with ThreeCo Partners, LLC as landlord, pursuant to which the Company leased its corporate headquarters located at 4815 Emperor Boulevard, Suite 100, Durham, North Carolina 27703 for a term of 19 3,795 Other than as described above, the Company does not own or lease any real property or facilities that are material to its current business operations. If the Company continues its business operations, the Company may seek to lease additional facilities in order to support its operational and administrative needs. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events Except for the events discussed below, there were no subsequent events that required recognition or disclosure. The Company evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. Convertible Note On October 30, 2020, the Company issued to an existing investor in and lender to the Company a 10% 111,111 1,587,301 0.08 The note matures on April 30, 2021 , or such earlier date as the note is required or permitted to be repaid. Interest shall accrue on the aggregate unconverted and then outstanding principal amount of the note at the rate of 10% per annum, calculated on the basis of a 360-day year. The note is convertible, in whole or in part, at any time, and from time to time, into shares of the common stock of the Company at the option of the noteholder at a conversion price of $ 0.07 70% |
Nature of Operations, Basis o_2
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete audited financial statements. This quarterly report should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The information furnished in this report reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for each period presented. The results of operations for the nine months ended September 30, 2020 are not necessarily indicative of the results for the year ending December 31, 2020 or for any future period. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Adhera Therapeutics, Inc. and the wholly-owned subsidiaries, Ithena, Cequent, MDRNA, and Atossa, and eliminate any inter-company balances and transactions. |
Going Concern and Management’s Liquidity Plans | Going Concern and Management’s Liquidity Plans The accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2020, the Company had no 14 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, convertible notes and secured promissory notes. The Company incurred a net operating loss of approximately $ 0.5 3.3 43.8 In addition, to the extent that the Company continues its business operations, the Company anticipates that it will continue to have negative cash flows from operations, at least into the near future. However, the Company cannot be certain that it will be able to obtain such funds required for our operations at terms acceptable to us or at all. General market conditions, as well as market conditions for companies in our financial and business position, as well as the ongoing issue arising from the COVID-19 pandemic, may make it difficult for us to seek financing from the capital markets, and the terms of any financing may adversely affect the holdings or the rights of our stockholders. If the Company is unable to obtain additional financing in the future, there may be a negative impact on the financial viability of the Company. The Company plans to increase working capital by managing its cash flows and expenses, divesting development assets and raising additional capital through private or public equity or debt financing. There can be no assurance that such financing or partnerships will be available on terms which are favorable to the Company or at all. While management of the Company believes that it has a plan to fund ongoing operations, there is no assurance that its plan will be successfully implemented. Failure to raise additional capital through one or more financings, divesting development assets or reducing discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives. 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. |
Use of Estimates | Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity 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 revenue and expenses during the reported period. Significant areas requiring the use of management estimates include revenue and related discounts and allowances and accruals related to our operating activity including legal and other consulting expenses. Actual results could differ materially from such estimates under different assumptions or circumstances. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company considers the fair value of cash, prepaid expenses, accounts payable, debt, and accrued expenses not to be materially different from their carrying value. These financial instruments have short-term maturities. We follow authoritative guidance with respect to fair value reporting issued by the Financial Accounting Standards Board (“FASB”) for financial assets and liabilities, which defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance does not apply to measurements related to share-based payments. The guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. There were no |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment indicators throughout the year and performs detailed testing whenever impairment indicators are present. In addition, we perform detailed impairment testing for indefinite-lived intangible assets, at least annually, at December 31. When necessary, the Company records charges for impairments. Specifically: ● For finite-lived intangible assets, such as developed technology rights, and for other long-lived assets, we compare the undiscounted amount of the projected cash flows associated with the asset, or asset group, to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over fair value. In addition, in all cases of an impairment review, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate; and ● For indefinite-lived intangible assets, such as acquired in-process R&D assets, each year and whenever impairment indicators are present, we determine the fair value of the asset and record an impairment loss for the excess of book value over fair value, if any. The Company did no |
Revenue, Net | Revenue, Net The Company adopted the new revenue recognition guidelines in accordance with ASC 606, Revenue from Contracts with Customers The Company sold its medicines primarily to wholesale distributors and specialty pharmacy providers under agreements with payment terms typically less than 90 days. These customers subsequently resold the Company’s medicines to health care patients. Revenue was recognized when performance obligations under the terms of a contract with a customer are satisfied. The majority of the Company’s contracts had a single performance obligation to transfer medicines. Accordingly, revenues from medicine sales were recognized when the customer obtained control of the Company’s medicines, which occurred at a point in time, typically upon delivery to the customer. Revenue was measured as the amount of consideration the Company expects to receive in exchange for transferring medicines and was generally based upon a list or fixed price less allowances for medicine returns, rebates and discounts. Company recorded an estimate of unrealized revenue reductions, and the related liability, for bottles sold to pharmacies but not yet prescribed. Medicine Sales Discounts and Allowances The nature of the Company’s contracts gave rise to variable consideration because of allowances for medicine returns, rebates and discounts. Allowances for medicine returns, rebates and discounts were recorded at the time of sale to wholesale pharmaceutical distributors and pharmacies. The Company applied significant judgments and estimates in determining some of these allowances. If actual results differ from its estimates, the Company would be required to make adjustments to these allowances in the future. The Company’s adjustments to gross sales are discussed further below. Patient Access Programs The Company offered discounts to patients under which the patient received a discount on his or her prescription. In circumstances when a patient’s prescription is rejected by a third-party payer, the Company would pay for the full cost of the prescription. The Company reimbursed pharmacies for this discount directly or through third-party vendors. The Company reduced gross sales by the amount of actual co-pay and other patient assistance in the period based on the invoices received. The Company also recorded an accrual to reduce gross sales for estimated co-pay and other patient assistance on units sold to distributors or pharmacies that have not yet been prescribed/dispensed to a patient. The Company calculated accrued co-pay and other patient assistance fee estimates using the expected value method. The estimate was based on contract prices, estimated percentages of medicine that would be prescribed to qualified patients, average assistance paid based on reporting from the third-party vendors and estimated levels of inventory in the distribution channel. Accrued co-pay and other patient assistance fees were included in “accrued expenses” on the condensed consolidated balance sheet. Patient assistance programs include both co-pay assistance and fully bought down prescriptions. Sales Returns Consistent with industry practice, the Company maintained a return policy that allows customers to return medicines within a specified period prior to and subsequent to the medicine expiration date. Generally, medicines may be returned for a period beginning nine months one year |
Cost of Goods Sold | Cost of Goods Sold Distribution Service Fees The Company included distribution service fees paid for inventory management services as cost of goods sold. The Company calculated accrued distribution service fee estimates using the most likely amount method. The Company accrued estimated distribution fees based on contractually determined amounts. Accrued distribution service fees were included in “accrued expenses” on the condensed consolidated balance sheet. Shipping Fees The Company included fees incurred by pharmacies for shipping medicines to patients as cost of goods sold. The Company calculated accrued shipping fee estimates using the expected value method. The Company recorded accrued shipping fees in “accrued expenses” on the condensed consolidated balance sheet. Non-Commercial Product The Company recorded the cost of non-commercial product distributed to patients as a cost of goods sold. Royalties on Product Sales The Company recorded royalty fees on the sale of commercial product as a cost of goods sold. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-2, Leases (Topic 842) (“ASU No. 2016-2”). Under ASU No. 2016-2, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. For leases with a term of twelve months or less, the lessee is permitted to make an accounting policy election not to recognize lease assets and lease liabilities by class of underlying assets. ASU No. 2016-2 became effective for the Company beginning in the first quarter of 2019. The Company adopted this standard on January 1, 2019, using a modified retrospective approach at the adoption date through a cumulative-effect adjustment to retained earnings. The adoption did not have a material impact on its condensed consolidated statement of operations. The Company elected to not recognize lease assets and liabilities for leases with an initial term of twelve months or less. |
Net Loss per Common Share | Net Loss per Common Share Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common stock equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. Potentially dilutive securities which include outstanding warrants, stock options and preferred stock have been excluded from the computation of diluted net loss per share as their effect would be anti-dilutive. For all periods presented, basic and diluted net loss were the same. The following table presents the computation of net loss per share (in thousands, except share and per share data): Schedule of Computation of Net Loss Per Share 2020 2019 2020 2019 Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator Net loss $ (539 ) $ (2,556 ) $ (3,283 ) $ (7,894 ) Preferred stock dividends (388 ) (389 ) (1,153 ) (1,128 ) Net Loss allocable to common stock holders $ (927 ) $ (2,945 ) $ (4,436 ) $ (9,022 ) Denominator Weighted average common shares outstanding used to compute net loss per share, basic and diluted 10,869,530 10,869,530 10,869,530 10,830,816 Net loss per share of common stock, basic and diluted Net loss per share $ (0.09 ) $ (0.27 ) $ (0.41 ) $ (0.83 ) Potentially dilutive securities not included in the calculation of diluted net loss per common share because to do so would be anti-dilutive are as follows: Schedule of Anti-dilutive Securities For the Nine Months ended September 30, 2020 2019 Stock options outstanding 1,216,350 4,820,407 Warrants 69,047,000 35,667,329 Series C Preferred Stock 66,667 66,667 Series D Preferred Stock 50,000 50,000 Series E Preferred Stock 41,597,256 38,807,008 Series F Preferred Stock 4,230,973 3,943,530 Convertible debt 23,690,018 — Total 139,898,264 83,354,941 |
Nature of Operations, Basis o_3
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Computation of Net Loss Per Share | The following table presents the computation of net loss per share (in thousands, except share and per share data): Schedule of Computation of Net Loss Per Share 2020 2019 2020 2019 Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator Net loss $ (539 ) $ (2,556 ) $ (3,283 ) $ (7,894 ) Preferred stock dividends (388 ) (389 ) (1,153 ) (1,128 ) Net Loss allocable to common stock holders $ (927 ) $ (2,945 ) $ (4,436 ) $ (9,022 ) Denominator Weighted average common shares outstanding used to compute net loss per share, basic and diluted 10,869,530 10,869,530 10,869,530 10,830,816 Net loss per share of common stock, basic and diluted Net loss per share $ (0.09 ) $ (0.27 ) $ (0.41 ) $ (0.83 ) |
Schedule of Anti-dilutive Securities | Potentially dilutive securities not included in the calculation of diluted net loss per common share because to do so would be anti-dilutive are as follows: Schedule of Anti-dilutive Securities For the Nine Months ended September 30, 2020 2019 Stock options outstanding 1,216,350 4,820,407 Warrants 69,047,000 35,667,329 Series C Preferred Stock 66,667 66,667 Series D Preferred Stock 50,000 50,000 Series E Preferred Stock 41,597,256 38,807,008 Series F Preferred Stock 4,230,973 3,943,530 Convertible debt 23,690,018 — Total 139,898,264 83,354,941 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Warrant Activity | Schedule of Warrant Activity Sep. 30, 2020 Expiring in 2021 343,750 Expiring in 2022 — Expiring in 2023 33,645,847 Expiring in 2024 335,452 Expiring thereafter 34,721,951 Total 69,047,000 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes stock option activity for the nine months ended September 30, 2020. Schedule of Stock Option Activity Options Outstanding Shares Weighted Average Exercise Price Outstanding, December 31, 2019 4,071,333 $ 0.58 Options granted — — Options expired / forfeited (2,854,983 ) 0.50 Outstanding, September 30, 2020 1,216,350 0.74 Exercisable, September 30, 2020 1,216,350 $ 0.74 |
Summary of Additional Information on Stock Options Outstanding | The following table summarizes additional information on stock options outstanding at September 30, 2020. Summary of Additional Information on Stock Options Outstanding Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted- Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.09 1.00 1,208,500 0.83 $ 0.73 1,208,500 $ 0.73 $ 1.70 4,050 1.27 $ 1.70 4,050 $ 1.70 $ 2.60 3,800 0.26 $ 2.60 3,800 $ 2.60 Totals 1,216,350 0.83 $ 0.74 1,216,350 $ 0.74 |
Schedule of Computation of Net
Schedule of Computation of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accounting Policies [Abstract] | ||||||||
Net loss | $ (539) | $ (906) | $ (1,838) | $ (2,556) | $ (2,780) | $ (2,558) | $ (3,283) | $ (7,894) |
Preferred stock dividends | (388) | (389) | (1,153) | (1,128) | ||||
Net Loss allocable to common stock holders | $ (927) | $ (2,945) | $ (4,436) | $ (9,022) | ||||
Weighted average common shares outstanding used to compute net loss per share, basic and diluted | 10,869,530 | 10,869,530 | 10,869,530 | 10,830,816 | ||||
Net loss per share | $ (0.09) | $ (0.27) | $ (0.41) | $ (0.83) |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 139,898,264 | 83,354,941 |
Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 66,667 | 66,667 |
Series D Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 50,000 | 50,000 |
Series E Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 41,597,256 | 38,807,008 |
Series F Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 4,230,973 | 3,943,530 |
Stock Options Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 1,216,350 | 4,820,407 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 69,047,000 | 35,667,329 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 23,690,018 |
Nature of Operations, Basis o_4
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||||
Cash or cash equivalents | $ 0 | $ 0 | ||
Working Capital (Deficit) | 14,000,000 | 14,000,000 | ||
Net operating loss | 500,000 | 3,300,000 | ||
Accumulated deficit | 43,800,000 | 43,800,000 | ||
Liabilities, fair value disclosure | 0 | 0 | $ 0 | |
Assets, fair value disclosure | $ 0 | 0 | $ 0 | |
Impairment of long-lived assets | $ 0 | $ 0 | ||
Period eligible for refund prior to expiration date | 9 months | |||
Period eligible for refund after expiration date | 1 year |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 0 | $ 18,000 | $ 0 | $ 53,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Sep. 24, 2020 | Aug. 05, 2020 | Jun. 26, 2020 | Jun. 15, 2020 | May 05, 2020 | Feb. 05, 2020 | Dec. 28, 2019 | Aug. 05, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Short-term Debt [Line Items] | |||||||||||||
Interest expense | $ 31,000 | $ 86,000 | |||||||||||
Notes payable | 6,254,000 | 6,254,000 | $ 5,330,000 | ||||||||||
Accrued expenses | 1,851,000 | 1,851,000 | $ 1,005,000 | ||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 0.50 | ||||||||||||
Weighted average price of common stock | 70.00% | ||||||||||||
Debt conversion rate | 60.00% | ||||||||||||
Conversion price adjusted for stock splits, stock combinations and similar events (in dollars per share) | $ 0.05 | ||||||||||||
Amortization of debt discount and fees | 95,000 | 373,000 | |||||||||||
Warrant [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Warrant term | 5 years | ||||||||||||
Debt discount to be amortized | $ 322,000 | ||||||||||||
Convertible Debt [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt accrued interest rate | 10.00% | ||||||||||||
Default interest rate | 18.00% | ||||||||||||
Amortization of debt issuance cost | 7,000 | 38,000 | |||||||||||
Original issue discount | 10.00% | ||||||||||||
Total agreement purchase price | $ 499,950 | ||||||||||||
Amortization of debt discount and fees | 21,000 | 67,000 | 343,000 | ||||||||||
Convertible Debt [Member] | Senior Secured Convertible Promissory Note [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt issuance costs | $ 14,000 | ||||||||||||
Debt accrued interest rate | 10.00% | ||||||||||||
Default interest rate | 18.00% | ||||||||||||
Interest expense | 9,000 | 10,000 | |||||||||||
Amortization of debt issuance cost | 7,000 | 8,000 | |||||||||||
Notes payable | 58,000 | 58,000 | |||||||||||
Original issue discount | 10.00% | ||||||||||||
Total agreement purchase price | $ 52,500 | ||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 0.02 | ||||||||||||
Debt conversion rate | 65.00% | ||||||||||||
Debt discount to be amortized | 26,000 | 26,000 | |||||||||||
Amortization of debt discount and fees | 28,000 | 30,000 | |||||||||||
Beneficial conversion feature | 50,000 | ||||||||||||
Unamortized issuance costs | 6,000 | 6,000 | |||||||||||
Convertible Debt [Member] | Warrant [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt issuance costs | 53,000 | ||||||||||||
Amortization of debt discount and fees | $ 30,000 | ||||||||||||
Accredited Investors [Member] | Term Loan Subscription Agreements [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Secured promissory notes principal amount | $ 5,700,000 | $ 5,700,000 | |||||||||||
Debt issuance costs | $ 707,000 | ||||||||||||
Debt accrued interest rate | 12.00% | ||||||||||||
Extension period for term of loan | 60 days | ||||||||||||
Default interest rate | 15.00% | ||||||||||||
Interest expense | 215,000 | 326,000 | 986,000 | 330,000 | |||||||||
Amortization of debt issuance cost | 0 | $ 147,000 | 347,000 | $ 148,000 | |||||||||
Notes payable | 5,700,000 | 5,700,000 | |||||||||||
Accrued expenses | $ 961,000 | $ 961,000 |
Licensing Agreements (Details N
Licensing Agreements (Details Narrative) - USD ($) | Mar. 16, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Les Laboratories Servier License Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments for royalties | $ 0 | $ 8,000 | $ 0 | $ 27,000 | |
Biofarma License Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments for royalties | $ 0 | $ 1,000 | $ 0 | $ 3,000 | |
License Of DiLA Assets [Member] | Accrued Liabilities [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Upfront payment agreement for license agreement | $ 200,000 | ||||
Upfront payment contingency period | 90 days |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jul. 31, 2019 | |
Entity Listings [Line Items] | |||||
Due to related party | $ 4,000 | $ 4,000 | |||
Pharma Hub Network [Member] | Erik Emerson [Member] | |||||
Entity Listings [Line Items] | |||||
Equity method, ownership percentage | 22.00% | ||||
BioMauris, LLC [Member] | |||||
Entity Listings [Line Items] | |||||
Related party expense | $ 32,000 | ||||
BioMauris, LLC [Member] | Accounts Payable and Accrued Liabilities [Member] | |||||
Entity Listings [Line Items] | |||||
Due to related party | 0 | 0 | |||
Pharma Hub Network [Member] | |||||
Entity Listings [Line Items] | |||||
Due to related party | 0 | $ 0 | |||
Related party expense | $ 25,000 | $ 0 | $ 62,000 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) | Sep. 30, 2020shares |
Equity [Abstract] | |
Expiring in 2021 | 343,750 |
Expiring in 2022 | |
Expiring in 2023 | 33,645,847 |
Expiring in 2024 | 335,452 |
Expiring thereafter | 34,721,951 |
Total | 69,047,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Oct. 30, 2019 | Nov. 09, 2018 | Apr. 30, 2019 | Oct. 31, 2018 | Jul. 31, 2018 | May 31, 2018 | Sep. 30, 2020 |
Class of Stock [Line Items] | |||||||
Conversion of Series E Preferred stock for common stock (in shares) | 2 | ||||||
Shares issued upon conversion | 20,000 | ||||||
Warrants outstanding (in shares) | 69,047,000 | ||||||
Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Weighted average exercise price (in dollars per share) | $ 0.29 | ||||||
Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants outstanding (in shares) | 69,047,000 | ||||||
Adjustable warrants, shares | 68,354,517 | ||||||
Number of warrants expired | 1,189,079 | ||||||
Warrant [Member] | Convertible Debt [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants outstanding (in shares) | 34,718,750 | ||||||
Subscription Agreements [Member] | Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants to purchase shares of common stock (in shares) | 0.75 | ||||||
Exercise price per share (in dollars per share) | $ 0.55 | $ 0.55 | |||||
[custom:ClassOfWarrantOrRightTermDescriptions] | five-year | five years | |||||
Subscription Agreements [Member] | Warrant [Member] | Private Placement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants to purchase shares of common stock (in shares) | 73 | ||||||
Warrants to purchase shares of common stock (in shares) | 73,000 | 308,000 | 2,958,460 | ||||
Series E Convertible Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of unregistered shares issued during period | 107,846 | ||||||
Value of stock issued after convertible securities conversion | $ 53,923 | ||||||
Accrued dividends | $ 3,400,000 | ||||||
Series E Convertible Preferred Stock [Member] | Subscription Agreements [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants to purchase shares of common stock (in shares) | 2,812 | ||||||
Preferred stock stated dividend rate | 8.00% | ||||||
Series E Convertible Preferred Stock [Member] | Subscription Agreements [Member] | Private Placement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from private placement | $ 12,200,000 | ||||||
Placement agent fees and estimated expenses | 2,000,000 | ||||||
Series E Convertible Preferred Stock [Member] | Subscription Agreements [Member] | Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Purchase price of preferred stock | $ 5,000 | ||||||
Common stock at a conversion price (in dollars per share) | $ 0.50 | ||||||
Term of warrant | 5 years | ||||||
Warrants to purchase shares of common stock (in shares) | 0.75 | ||||||
Series F Convertible Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Accrued dividends | $ 310,000 | ||||||
Stock repurchased during period (in shares) | 20 | ||||||
Accrued and unpaid fees | $ 150,000 | ||||||
Value of stock repurchased during period | $ 100,000 | ||||||
Series F Convertible Preferred Stock [Member] | Subscription Agreements [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants to purchase shares of common stock (in shares) | 308 | ||||||
Purchase price of preferred stock | $ 5,000 | $ 5,000 | |||||
Common stock at a conversion price (in dollars per share) | $ 0.50 | $ 0.50 | |||||
Term of warrant | 5 years | 5 years | |||||
Preferred stock stated dividend rate | 8.00% | ||||||
[custom:ClassOfWarrantOrRightTermDescriptions] | five years | ||||||
Proceeds from private placement | $ 300,000 | $ 1,400,000 | |||||
Placement agent fees and estimated expenses | $ 180,000 | ||||||
Weighted average exercise price (in dollars per share) | $ 0.55 | $ 0.55 | |||||
Series F Convertible Preferred Stock [Member] | Subscription Agreements [Member] | Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock at a conversion price (in dollars per share) | $ 0.50 | ||||||
Warrants to purchase shares of common stock (in shares) | 0.75 | ||||||
Exercise price per share (in dollars per share) | $ 0.55 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Options Outstanding Beginning (in shares) | shares | 4,071,333 |
Options outstanding, weighted average exercise price, beginning of period ( in dollars per share) | $ / shares | $ 0.58 |
Options granted (in shares) | shares | |
Options granted, weighted average exercise price (in dollars per share) | $ / shares | |
Options expired / forfeited (in shares) | shares | (2,854,983) |
Options expired/forfeited, weighted average exercise price (in dollars per share) | $ / shares | $ 0.50 |
Options Outstanding Ending (in shares) | shares | 1,216,350 |
Options outstanding, weighted average exercise price, end of period ( in dollars per share) | $ / shares | $ 0.74 |
Exercisable (in shares) | shares | 1,216,350 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 0.74 |
Summary of Additional Informati
Summary of Additional Information on Stock Options Outstanding (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Numbers outstanding (in shares) | shares | 1,216,350 |
Weighted- Average Remaining Contractual Life (Years) | 9 months 29 days |
Weighted average exercise price (in dollars per share) | $ 0.74 |
Number exercisable (in shares) | shares | 1,216,350 |
Weighted average exercise price (in dollars per share) | $ 0.74 |
Range One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices, lower (in dollars per share) | 0.09 |
Range of exercise prices, upper (in dollars per share) | $ 1 |
Numbers outstanding (in shares) | shares | 1,208,500 |
Weighted- Average Remaining Contractual Life (Years) | 9 months 29 days |
Weighted average exercise price (in dollars per share) | $ 0.73 |
Number exercisable (in shares) | shares | 1,208,500 |
Weighted average exercise price (in dollars per share) | $ 0.73 |
Range Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices, upper (in dollars per share) | $ 1.70 |
Numbers outstanding (in shares) | shares | 4,050 |
Weighted- Average Remaining Contractual Life (Years) | 1 year 3 months 7 days |
Weighted average exercise price (in dollars per share) | $ 1.70 |
Number exercisable (in shares) | shares | 4,050 |
Weighted average exercise price (in dollars per share) | $ 1.70 |
Range Three [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices, upper (in dollars per share) | $ 2.60 |
Numbers outstanding (in shares) | shares | 3,800 |
Weighted- Average Remaining Contractual Life (Years) | 3 months 3 days |
Weighted average exercise price (in dollars per share) | $ 2.60 |
Number exercisable (in shares) | shares | 3,800 |
Weighted average exercise price (in dollars per share) | $ 2.60 |
Stock Incentive Plans (Details
Stock Incentive Plans (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted (in shares) | ||
Share-based Payment Arrangement, Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercisable remaining contractual life | 9 months 29 days | |
Options granted (in shares) | 0 | |
Share-based payment arrangement, expense | $ 8,000 | $ 708,000 |
Unrecognized compensation expense | 0 | |
Intrinsic value of options outstanding | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - ThreeCo Partners, LLC [Member] | Dec. 09, 2019USD ($) |
Entity Listings [Line Items] | |
Operating lease term of contract | 19 months |
Operating lease, monthly rent | $ 3,795 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Oct. 30, 2020USD ($)$ / sharesshares | May 05, 2020$ / shares |
Subsequent Event [Line Items] | ||
Debt instrument conversion price | $ 0.50 | |
Subsequent Event [Member] | Senior Secured Convertible Promissory Note [Member] | Investor and lender [Member] | ||
Subsequent Event [Line Items] | ||
Debt instrument interest rate | 10.00% | |
Purchase price | $ | $ 111,111 | |
Warrants issued | shares | 1,587,301 | |
Price per common stock | $ 0.08 | |
Debt Instrument, Maturity Date | Apr. 30, 2021 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt instrument conversion price | $ 0.07 | |
Debt instrument conversion ratio | 0.70 |