Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 22, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
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 | |
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 | 15,575,294 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 151 | $ 1 |
Total current assets | 151 | 1 |
Total assets | 151 | 1 |
Current liabilities | ||
Accounts payable | 2,287 | 2,257 |
Due to related party | 4 | 4 |
Accrued expenses | 2,874 | 2,112 |
Accrued dividends | 5,211 | 4,083 |
Term loan | 5,677 | 5,677 |
Convertible notes payable, net | 862 | 641 |
Derivative liability | 3,475 | |
Total current liabilities | 20,390 | 14,774 |
Total liabilities | 20,390 | 14,774 |
Commitments and contingencies (Note 7) | ||
Stockholders’ deficit | ||
Common stock, $0.006 par value; 180,000,000 shares authorized, 14,485,438 and 11,112,709 shares issued and outstanding as of September 30, 2021, and December 31, 2020, respectively | 87 | 67 |
Additional paid-in capital | 30,647 | 29,772 |
Accumulated deficit | (50,973) | (44,612) |
Total stockholders’ deficit | (20,239) | (14,773) |
Total liabilities and stockholders’ deficit | 151 | 1 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock value | ||
Series D Convertible Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock value | ||
Series E Convertible Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock value | ||
Series F Convertible Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock value | ||
Series G Convertible Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Common Stock, Par or Stated Value Per Share | $ 0.006 | $ 0.006 |
Common Stock, Shares Authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 14,485,438 | 11,112,709 |
Common Stock, Shares, Outstanding | 14,485,438 | 11,112,709 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,200 | 1,200 |
Preferred stock, shares issued | 100 | 100 |
Preferred stock, shares outstanding | 100 | 100 |
Preferred stock, liquidation preference value | $ 510,000 | $ 510,000 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 220 | 220 |
Preferred stock, shares issued | 40 | 40 |
Preferred stock, shares outstanding | 40 | 40 |
Preferred stock, liquidation preference value | $ 12,000 | $ 12,000 |
Series E Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,500 | 3,500 |
Preferred stock, shares issued | 3,400 | 3,458 |
Preferred stock, shares outstanding | 3,400 | 3,458 |
Preferred stock, liquidation preference value | $ 17,000,000 | $ 17,000,000 |
Series F Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,200 | 2,200 |
Preferred stock, shares issued | 361 | 361 |
Preferred stock, shares outstanding | 361 | 361 |
Preferred stock, liquidation preference value | $ 1,805,000 | $ 1,805,000 |
Series G Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 6,000 | 6,000 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating expenses | ||||
Sales and marketing | $ 20 | $ 17 | $ 818 | |
General and administrative | 232 | 174 | 454 | 1,055 |
Total operating expenses | 231 | 194 | 471 | 1,873 |
Loss from operations | (231) | (194) | (471) | (1,873) |
Other income (expense) | ||||
Interest expense | (261) | (255) | (749) | (1,082) |
Other Income | 5 | 45 | ||
Loss on extinguishment of debt | (177) | (177) | ||
Derivative expense | (2,968) | (3,055) | ||
Amortization of debt discount | (101) | (95) | (230) | (373) |
Total other income (expense) | (3,507) | (345) | (4,211) | (1,410) |
Net loss | (3,739) | (539) | (4,682) | (3,283) |
Dividends | (406) | (388) | (1,679) | (1,153) |
Net Loss Applicable to Common Stockholders | $ (4,145) | $ (927) | $ (6,361) | $ (4,436) |
Net loss per share – Common Stockholders - basic and diluted | $ (0.32) | $ (0.09) | $ (0.54) | $ (0.41) |
Weighted average shares outstanding - basic and diluted | 12,986,391 | 10,869,530 | 11,742,315 | 10,869,530 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member]Series C Preferred Stock [Member] | Preferred Stock [Member]Series D Preferred Stock [Member] | Preferred Stock [Member]Series E Preferred Stock [Member] | Preferred Stock [Member]Series F Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 65 | $ 29,375 | $ (39,327) | $ (9,887) | ||||
Balance, shares at Dec. 31, 2019 | 100 | 40 | 3,478 | 361 | 10,869,530 | |||
Accrued dividend | (383) | (383) | ||||||
Issuance of warrants with notes payable | 239 | 239 | ||||||
Share based compensation | 36 | 36 | ||||||
Net loss | (1,838) | (1,838) | ||||||
Ending balance, value at Mar. 31, 2020 | $ 65 | 29,650 | (41,548) | (11,833) | ||||
Balance, shares at Mar. 31, 2020 | 100 | 40 | 3,478 | 361 | 10,869,530 | |||
Beginning balance, value at Dec. 31, 2019 | $ 65 | 29,375 | (39,327) | (9,887) | ||||
Balance, shares at Dec. 31, 2019 | 100 | 40 | 3,478 | 361 | 10,869,530 | |||
Net loss | (3,283) | |||||||
Ending balance, value at Sep. 30, 2020 | $ 65 | 29,672 | (43,763) | (14,026) | ||||
Balance, shares at Sep. 30, 2020 | 100 | 40 | 3,478 | 361 | 10,869,530 | |||
Beginning balance, value at Mar. 31, 2020 | $ 65 | 29,650 | (41,548) | (11,833) | ||||
Balance, shares at Mar. 31, 2020 | 100 | 40 | 3,478 | 361 | 10,869,530 | |||
Accrued dividend | (382) | (382) | ||||||
Benefical conversion feature - convertible notes | 50 | 50 | ||||||
Share based compensation | (26) | (26) | ||||||
Net loss | (906) | (906) | ||||||
Ending balance, value at Jun. 30, 2020 | $ 65 | 29,674 | (42,836) | (13,097) | ||||
Balance, shares at Jun. 30, 2020 | 100 | 40 | 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 | 29,672 | (43,763) | (14,026) | ||||
Balance, shares at Sep. 30, 2020 | 100 | 40 | 3,478 | 361 | 10,869,530 | |||
Beginning balance, value at Dec. 31, 2020 | $ 67 | 29,772 | (44,612) | (14,773) | ||||
Balance, shares at Dec. 31, 2020 | 100 | 40 | 3,458 | 361 | 11,112,709 | |||
Accrued and deemed dividend | 505 | (882) | (377) | |||||
Issuance of common stock for convertible note conversion | $ 3 | 23 | 26 | |||||
Issuance of common stock for convertible note conversion, shares | 518,000 | |||||||
Issuance of warrants and common stock with convertible notes - | 28 | 28 | ||||||
Net loss | (428) | (428) | ||||||
Ending balance, value at Mar. 31, 2021 | $ 70 | 30,328 | (45,922) | (15,524) | ||||
Balance, shares at Mar. 31, 2021 | 100 | 40 | 3,458 | 361 | 11,630,709 | |||
Beginning balance, value at Dec. 31, 2020 | $ 67 | 29,772 | (44,612) | (14,773) | ||||
Balance, shares at Dec. 31, 2020 | 100 | 40 | 3,458 | 361 | 11,112,709 | |||
Net loss | (4,682) | |||||||
Ending balance, value at Sep. 30, 2021 | $ 87 | 30,647 | (50,973) | (20,239) | ||||
Balance, shares at Sep. 30, 2021 | 100 | 40 | 3,400 | 361 | 14,485,438 | |||
Beginning balance, value at Mar. 31, 2021 | $ 70 | 30,328 | (45,922) | (15,524) | ||||
Balance, shares at Mar. 31, 2021 | 100 | 40 | 3,458 | 361 | 11,630,709 | |||
Accrued and deemed dividend | 11 | (392) | (381) | |||||
Issuance of warrants and common stock with convertible notes - | 69 | 69 | ||||||
Issuance of common stock for cashless exercise of warrants | ||||||||
Issuance of common stock for cashless exercise of warrants, shares | 53,571 | |||||||
Issuance of common stock for Series E conversion | $ 1 | 9 | 10 | |||||
Issuance of common stock for Series E conversion, shares | (8) | 101,010 | ||||||
Net loss | (514) | (514) | ||||||
Ending balance, value at Jun. 30, 2021 | $ 71 | 30,417 | (46,828) | (16,340) | ||||
Balance, shares at Jun. 30, 2021 | 100 | 40 | 3,450 | 361 | 11,785,290 | |||
Issuance of warrants and common stock with convertible notes - | $ 500,148 | $ 154 | 157 | |||||
Issuance of common stock for Series E conversion | $ 3 | (3) | ||||||
Issuance of common stock for Series E conversion, shares | (50) | 500,000 | ||||||
Accrued dividend | 25 | (406) | (381) | |||||
Issuance of warrants and common stock with convertible notes, shares | 3 | |||||||
Issuance of common stock for convertible note and interest conversions | $ 10 | 75 | 85 | |||||
Issuance of common stock for convertible note and interest conversions, shares | 1,700,000 | |||||||
Reclassification of derivative | (21) | (21) | ||||||
Net loss | (3,739) | (3,739) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 87 | $ 30,647 | $ (50,973) | $ (20,239) | ||||
Balance, shares at Sep. 30, 2021 | 100 | 40 | 3,400 | 361 | 14,485,438 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows Used in Operating Activities: | ||
Net loss | $ (4,682) | $ (3,283) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation | 8 | |
Loss on debt extinguishment | 177 | |
Amortization of debt discount | 230 | 765 |
Derivative expense | 3,055 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 316 | |
Accounts payable | 30 | 850 |
Accrued interest | 749 | 689 |
Accrued expenses | 72 | 157 |
Net Cash Used in Operating Activities | (369) | (498) |
Cash Flows Provided By Financing Activities: | ||
Proceeds from notes payable, net or original issue discounts | 591 | 553 |
Notes payable issuance costs | (72) | (105) |
Net Cash Provided by Financing Activities | 519 | 448 |
Net (decrease) in cash | 150 | (50) |
Cash – Beginning of Period | 1 | 50 |
Cash - End of Period | 151 | |
Non-cash Investing and Financing Activities: | ||
Dividends | 1,679 | 1,153 |
Conversion of Series E to common stock | 4 | |
Beneficial conversion feature on issuance notes payable | 50 | |
Cashlesss exercise of Series E warrants | 4 | |
Issuance of common stock for conversion of convertible debt | 111 | |
Debt discounts for issuance costs, warrants and derivatives | $ 473 | $ 239 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
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,” or the “Company”), is an emerging specialty biotech company that, to the extent that resources and opportunities become available, is strategically evaluating its focus including a return to a drug discovery and development company. Previously, the Company 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. On January 4, 2021, the licensor terminated the licensing agreement for the product candidate. On July 28, 2021, the Company and Melior Pharmaceuticals II, LLC entered into an exclusive license agreement for the development, commercialization and exclusive license of MLR-1019. MLR-1019 is being developed as a new class of therapeutic for Parkinson’s disease (PD) and is, to the best of the Company’s knowledge, the only drug candidate today to address both movement and non-movement aspects of PD. Under the Agreement, the Company was granted an exclusive license to use the MP Patents and know-how to develop products in consideration for cash payments upon meeting certain performance milestones as well as a royalty of 5% of gross sales. In October 2021, the company commenced the manufacturing of drug product for use in the development of MLR-1019. On August 24, 2021, the Company as licensee entered into an exclusive license agreement with Melior Pharmaceuticals I, Inc. for the development, commercialization and exclusive license of Melior’s MLR-1023. MLR-1023 is being developed as a novel therapeutic for Type 1 diabetes. On October 20, 2021 the Company as licensee expanded the exclusive licensing agreement with Melior Pharmaceuticals I, Inc. to include two additional clinical indications for Melior’s Non-Alcoholic Steatohepatitis (NASH) and pulmonary inflammation. To the extent that resources have been available, the Company has continued to work with its advisors to restructure our company and to identify potential strategic transactions, including the Melior transactions described above. There can be no assurance that the Company will be successful in raising sufficient capital to meet its obligations under the Melior license agreements. If the Company does not raise substantial additional capital to develop and commercialize repay its indebtedness which is in default or restructure the indebtedness, it is likely that the Company will discontinue all operations and seek bankruptcy protection. 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 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, 2020. 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, 2021, are not necessarily indicative of the results for the year ending December 31, 2021 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. All wholly-owned subsidiaries of Adhera Therapeutics, Inc. are inactive. 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, 2021, the Company had cash and cash equivalents of approximately $ 151,000 and has negative working capital of approximately $ 20.2 million. The Company has incurred recurring losses and negative cash flows from operations since inception and has funded its operating losses through the sale of common stock, preferred stock, warrants to purchase common stock, convertible notes and secured promissory notes. The Company incurred a net loss of approximately $ 4.7 51.0 million as of September 30, 2021. 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 for a period of twelve months from the issuance date of this report. 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 Reclassification Certain reclassifications have been made to prior periods consolidated statements of operations including adjustments related to the adoption of ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) to conform to current period presentation. These reclassifications had no material effect on prior periods consolidated net loss or stockholders’ deficit. 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 accruals related to our operating activity including legal and other consulting expenses, the fair value of non-cash equity-based issuances, the fair value of derivative liabilities, and the valuation allowance on deferred tax assets. 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, 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. As of September 30, 2021, the Company measured conversion features on outstanding convertible notes as a derivative liability using significant unobservable prices that are based on little or no verifiable market data, which is Level 3 in the fair value hierarchy, resulting in a fair value estimate of approximately $ 3.5 million. The value of the derivative liability as of September 30, 2021 was determined by using the binomial lattice model using the following inputs: 0.09 % risk free rate, volatility of 404 % and time to maturity of 0 - . 18 years. There were no liabilities or assets measured at fair value on a non-recurring basis as of September 30, 2021, and there were no liabilities or assets measured at fair value on a reoccurring or non-recurring basis as of December 31, 2020. Schedule of Fair Value Measurements (in thousands) (Level 1) (Level 2) (Level 3) Total Fair Value Measurements at September 30, 2021 Quoted Prices in Active Markets for Identical Assets Other Observable Inputs Significant Unobservable Inputs (in thousands) (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 3,475 $ 3,475 Total $ - $ - $ 3,475 $ 3,475 A roll forward of the level 3 valuation financial instruments is as follows: Schedule of Roll Forward of Level 3 Financial Instruments Nine months Ended September 30, 2021 (In thousands) Warrants Notes Total Balance at December 31, 2020 $ — $ — $ — Initial valuation of derivative liabilities included in debt discount — 223 223 Initial valuation of derivative liabilities included in derivative expense — 619 619 Reclassification of derivative liabilities to gain on debt extinguishment — (92 ) (92 ) Reclass from Additional paid-in capital 46 244 290 Change in fair value included in derivative expense 361 2,074 2,435 Balance at September 30, 2021 $ 407 $ 3,068 $ 3,475 ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments. Convertible Debt and Warrant Accounting Debt with warrants In accordance with ASC Topic 470-20-25, when the Company issues debt with warrants, the Company treats the relative fair value of the warrants as a debt discount, recorded as a contra-liability against the debt, and amortizes the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. The offset to the contra-liability is recorded as additional paid in capital in the Company’s consolidated balance sheets if the warrants are not treated as a derivative. The Company determines the fair value of the warrants using the Black-Scholes Option Pricing Model (“Black-Scholes”),the binomial model or the Monte Carlo Method based upon the underlying conversion features of the debt and then computes and records the relative fair value as a debt discount. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statements of operations. Convertible debt – derivative treatment When the Company issues debt with a conversion feature, it first assess whether the conversion feature meets the requirements to be accounted for as stock settled debt. If it does not meet that requirements then it is assessed on whether the conversion feature should be bifurcated and treated as a derivative liability, as follows: a) one or more underlyings, typically the price of our common stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. An embedded equity-linked component that meets the definition of a derivative does not have to be separated from the host instrument if the component qualifies for the scope exception for certain contracts involving an issuer’s own equity. The scope exception applies if the contract is both a) indexed to its own stock; and b) classified in stockholders’ equity in its statement of financial position. Convertible debt – beneficial conversion feature Prior to the Company’s adoption of ASU No. 2020-06, Debt—Debt with Conversion and Other Options Derivatives and Hedging—Contracts in Entity’s Own Equity Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. Recently Issued Accounting Pronouncements Recently Adopted In January 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-04, Intangibles-Goodwill and Other (Topic 350) (“ASU 2017-04”), which will simplify the goodwill impairment calculation by eliminating Step 2 from the current goodwill impairment test. The new standard does not change how a goodwill impairment is identified. The Company will continue to perform its quantitative goodwill impairment test by comparing the fair value of its reporting unit to its carrying amount, but if the Company is required to recognize a goodwill impairment charge, under the new standard, the amount of the charge will be calculated by subtracting the reporting unit’s fair value from its carrying amount. Under the current standard, if the Company is required to recognize a goodwill impairment charge, Step 2 requires it to calculate the implied value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination and the amount of the charge is calculated by subtracting the reporting unit’s implied fair value of goodwill from the goodwill carrying amount. The standard was effective January 1, 2020. The adoption of ASU 2017-04 did not have a material impact on the Company’s historical consolidated financial statements. In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which will simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including certain convertible instruments and contracts on an entity’s own equity. Specifically, the new standard will remove the separation models required for convertible debt with cash conversion features and convertible instruments with beneficial conversion features. It will also remove certain settlement conditions that are currently required for equity contracts to qualify for the derivative scope exception and will simplify the diluted earnings per share calculation for convertible instruments. ASU 2020-06 will be effective January 1, 2022, for the Company and may be applied using a full or modified retrospective approach. Early adoption is permitted, but no earlier than January 1, 2021, for the Company. The Company adopted ASU No. 2020-06 on January 1, 2021. Management determined such adoption did not have a material impact on the overall stockholders’ equity (deficit) in the Company’s consolidated financial statements. Not Yet Adopted In May 2021, FASB issued ASU 2021-04: Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40), to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in ASU 2021-04 provide the following guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic: 1. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. 2. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: a. For a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged. Specifically, an entity should consider: i. An increase or a decrease in the fair value of the modified or exchanged written call option in applying the 10 percent cash flow test and/or calculating the fees between debtor and creditor in accordance with Subtopic 470-50, Debt—Modifications and Extinguishments. ii. An increase (but not a decrease) in the fair value of the modified or exchanged written call option in calculating the third-party costs in accordance with Subtopic 470-50. b. For all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. 3. An entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration, as follows: a. A financing transaction to raise equity. The effect should be recognized as an equity issuance cost in accordance with the guidance in Topic 340, Other Assets and Deferred Costs. b. A financing transaction to raise or modify debt. The effect should be recognized as a cost in accordance with the guidance in Topic 470, Debt, and Topic 835, Interest. c. Other modifications or exchanges that are not related to financings or compensation for goods or services or other exchange transactions within the scope of another Topic. The effect should be recognized as a dividend. For entities that present EPS in accordance with Topic 260, that dividend should be an adjustment to net income (or net loss) in the basic EPS calculation. An entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option to compensate for goods or services in accordance with the guidance in Topic 718, Compensation—Stock Compensation. In a multiple-element transaction (for example, one that includes both debt financing and equity financing), the total effect of the modification should be allocated to the respective elements in the transaction. The amendments in ASU 2021-04 are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt the amendments in ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company is evaluating the impact of the revised guidance and believes that it will not have a significant impact on its financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. 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 Earnings Per Share, Basic and Diluted 2021 2020 2021 2020 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator Net loss $ (3,739 ) $ (539 ) $ (4,682 ) $ (3,283 ) Dividends (406 ) (388 ) (1,679 ) (1,153 ) Net Loss allocable to common stockholders $ (4,145 ) $ (927 ) $ (6,361 ) $ (4,436 ) Denominator Weighted average common shares outstanding used to compute net loss per share, basic and diluted 12,986,391 10,869,530 11,742,315 10,869,530 Net loss per share of common stock, basic and diluted Net loss per share $ (0.32 ) $ (0.09 ) $ (0.54 ) $ (0.41 ) 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 Antidilutive Securities Excluded from Computation of Earnings Per Share 2021 2020 Convertible Notes 24,332,784 23,690,018 Stock options outstanding 387,550 1,216,350 Warrants 61,306,350 69,047,000 Series C Preferred Stock 66,667 66,667 Series D Preferred Stock 50,000 50,000 Series E Preferred Stock 43,514,922 41,597,256 Series F Preferred Stock 4,519,872 4,230,973 Total 134,178,046 139,898,264 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 2 – 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 million. The Company paid $ 707,000 The Notes accrue interest at a rate of 12% The unpaid principal balance of the Notes, plus accrued and unpaid interest thereon, matured on June 28, 2020 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 $ 0 and $ 347,000 related to the amortization of debt issuance costs. The Company recognized approximately $ 215,000 and $ 637,000 As of September 30, 2021, the Company had approximately $ 1.8 million of accrued interest on the Notes included in accrued expenses and remains in default on the repayment of approximately $ 5.7 in principal and interest on the Notes. CONVERTIBLE PROMISSORY NOTES The following table summarizes the Company’s outstanding convertible notes as of September 30, 2021, and December 31, 2020: Schedule of Convertible Promissory Notes (in thousands) September 30, 2021 December 31, 2020 Convertible Notes $ 1,296 $ 720 Unamortized discounts (434 ) (79 ) Convertible Notes Payable $ 862 $ 641 Five convertible notes with outstanding principal of approximately $ 788,000 Secured Convertible Promissory Note – February 2020 On February 5, 2020, the Company entered into a Securities Purchase Agreement with accredited investors and issued the investors, (i) original issue discount Convertible Promissory Notes (the “Convertible Notes”), with a principal of $ 550,500 issued at a 10% original issue discount, for a total purchase price of $ 499,950 , and (ii) warrants to purchase up to such number of shares of the common stock of the Company as is equal to the product obtained by multiplying 1.75 by the quotient obtained by dividing (A) the principal amount of the Notes by (B) the then applicable conversion price of the Notes. The maturity date was August 5, 2020. Interest shall accrue to the Holders on the aggregate unconverted and then outstanding principal amount of the Notes at the rate of 10% per annum, calculated on the basis of a 360-day year and accrues daily. On or after May 5, 2020, until the Convertible Notes are no longer outstanding, the Convertible Notes are 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 is the lower of: (i) $ 0.50 per share of Common Stock and (ii) 70% of the volume weighted average price of the Common Stock on the trading market on which the Common Stock is then listed or quoted for trading for the prior ten (10) trading days (as adjusted for stock splits, stock combinations and similar events); provided, that if the Notes are not prepaid on or before May 5, 2020, then the conversion price shall be the lower of (x) 60% of the conversion price as calculated above or (y) $ 0.05 (as adjusted for stock splits, stock combinations and similar events). The conversion price of the Convertible Notes shall also be adjusted as a result of subsequent equity sales by the Company, with customary exceptions. The exercise price of the Warrants shall be equal to the conversion price of the Convertible Notes, provided, that on the date that the Convertible Notes are no longer outstanding, the exercise price shall be fixed at the conversion price of the Convertible 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 term. The Company recorded a discount related to the Warrants of approximately $ 322,000 , which includes an allocation of OID and issue costs of $ 30,000 53,000 21,000 and debt issuance costs of $ 38,000 using the relative fair value method to be amortized as interest expense over the term of the loan using the straight-line method. Total discounts recorded were $ 380,593 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 and $ 86,000 in interest expense related to the notes for the three and nine months ended September 30, 2020, respectively including $ 7,000 and $ 38,000 related to the amortization of debt issuance costs. The Company amortized $ 67,000 and $ 343,000 of debt discount for the three and nine months ended September 30, 2020, respectively. The Company recognized approximately $ 25,000 and $ 75,000 in interest expense related to the notes for the three and Nine months ended September 30, 2021, respectively. As of September 30, 2021, the debt discounts for this Convertible Note were fully amortized. On March 19, 2021, the holder of the Convertible Note converted $ 25,900 of interest into 518,000 shares of common stock. On July 29, 2021, the holder of the Convertible Note converted $ 27,500 of interest into 550,000 shares of common stock. On August 16, 2021, the holder of the Convertible Note converted $ 25,000 of principal and interest into 500,000 shares of common stock. On September 13, 2021, the holder of the Convertible Note converted $ 32,500 of principal and interest into 650,000 shares of common stock. The total note principal and interest converted during the nine months ended September 30, 2021 was $ 110,900 2,218,000 379,422 268,522 91,890 91,890 176,632 2,218,000 During the quarter ended September 30, 2021, the Company reclassified the warrant and conversion feature on the note from equity and recognized approximately $ 2.0 As of September 30, 2021, the Company had accrued interest on the Convertible Note of approximately $ 90,000 . As of September 30, 2021, the Company remains in default on the repayment of remaining principal of $ 499,615 and accrued interest on the Convertible Notes. Upon demand for repayment at the election of the holder, the holder of the Convertible Note is due 140% of the aggregate of outstanding principal, interest, and other expenses due in respect of this Convertible Note. The 40% premium will be recorded once a demand occurs Secured Convertible Promissory Note – June 2020 On June 26, 2020, the Company issued to an existing investor in the Company a 10% original issue discount Senior Secured Convertible Promissory Note with a principal of $ 58,055 , for a purchase price of $ 52,500, net of the original issue discount of $5,555 . The Convertible Note matured on December 26, 2020. Interest accrues 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 incurred approximately $ 14,000 in debt issuance costs. The Note is 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 (as adjusted for stock splits, stock combinations and similar events); provided, that if an event of default has occurred under the Note, then the conversion price shall be 65% of the lowest closing bid price of the Company’s common stock as reported on its principal trading market for the twenty consecutive trading day period ending on (and including) the trading day immediately preceding the date on which the conversion notice was delivered. The conversion price shall also be adjusted for subsequent equity sales by the Company. Because the share price on the commitment date was in excess of the conversion price, the Company recorded a beneficial conversion feature of $ 50,000 related to this note that was credited to additional paid in capital and reduced the carrying amount. At the commitment date, the actual intrinsic value of the beneficial conversion feature was approximately $ 203,000 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 For the three and nine months 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 months ended September 30, 2020, the Company recognized $ 28,000 and $ 30,000 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 months ended September 30, 2021, the Company recognized approximately $ 3,000 and $ 8,000 As of September 30, 2021, the Company remains in default on the repayment of principal of $ 58,055 and approximately $ 13,000 in accrued interest on the notes. Upon demand for repayment at the election of the holder, the holder of the note is due 140% of the aggregate of outstanding principal, interest, and other expenses due in respect of this Note. The 40% premium will be recorded once a demand occurs. Secured Convertible Promissory Note – October 2020 On October 30, 2020, the Company issued to an existing investor in and lender to the Company a 10% original issue discount senior secured convertible promissory note with a principal of $ 111,111 , for a purchase price of $ 100,000 0.07 (as adjusted for stock splits, stock combinations and similar events); provided, that if an event of default has occurred under the Note, then the conversion price shall be 70% of then conversion price. The conversion price of the notes is subject to anti-dilution price protection and on March 19, 2021, the conversion price of the notes was adjusted to $ 0.05 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. The Company recorded approximately $ 9,000 The interest rate on the note was 10% 18% Additionally, the Company issued the noteholder 1,587,301 warrants to purchase the Company’s common stock at $ 0.08 per share subject to certain adjustments as defined in the agreement. Until the Notes are no longer outstanding, the warrants have full-ratchet protection, are exercisable for a period of five years, and contain customary exercise limitations. On March 19, 2021, the exercise price of the warrants was adjusted to $ 0.05 and the Company issued an additional 634,919 warrants to the note holder. The Company recorded approximately $ 57,000 0.16% , volatility of 262.27% , and expected term of 0.92 years in calculating the fair value of the warrants. The Company recorded a discount related to the warrants of approximately $ 66,000 6,000 5,000 45,000 69,000 5,000 4,000 For the three and nine months ended September 30, 2021, the Company recognized approximately $ 5,000 15,600 0 2,600 0 79,000 During the quarter ended September 30, 2021, the Company reclassified the warrant and conversion feature on the note from equity and recognized approximately $ 76,000 As of September 30, 2021, the Company has outstanding principal of $ 111,111 13,000 As of September 30, 2021, the Company remains in default on the repayment of principal and interest on the notes. Upon demand for repayment at the election of the holder, the holder of the note is due 125% The 25% premium will be recorded once a demand occurs Secured Convertible Promissory Note – January 2021 On January 31, 2021, the Company issued to an existing investor in and lender to the Company a 10% original issue discounted Senior Secured Convertible Promissory Note with a principal of $ 52,778 , for a purchase price of $ 47,500 , net of original issue discount of $ 5,278 The Note is convertible into shares of common stock of the Company at the option of the noteholder at a conversion price of $ 0.07 (as adjusted for stock splits, stock combinations and similar events); provided, that if an event of default has occurred under the Note, then the conversion price shall be 70% of the then conversion price. The conversion price of the notes is subject to anti-dilution price protection and will be adjusted upon subsequent equity sales by the Company. The obligations of the Company under the Note are secured by a senior lien and security interest in all assets of the Company. Additionally, the Company issued to the investor 753,968 warrants to purchase the Company’s common stock at an exercise price of $ 0.08 per share subject to certain adjustments as defined in the agreement. Until the Notes are no longer outstanding, the warrants have full-ratchet protection, are exercisable for a period of five years, and contain customary exercise limitations. On March 19, 2021, the exercise price of the warrants was adjusted to $ 0.05 and the Company issued an additional 301,592 warrants to the note holder. The Company recorded approximately $ 27,000 as a deemed dividend upon the repricing based upon the change in fair value of the warrants using a binomial valuation model. The Company used a risk-free rate of 0.16 %, volatility of 262.27 %, and expected term of 0.97 years in calculating the fair value of the warrants. The Company recorded approximately $ 2,000 The interest rate on the note was 10% 18% The Company recorded a discount related to the warrants of approximately $ 32,000 , which includes an allocated original issue discount, of $ 3,000 and allocated issuance costs of $ 1,000 based on the relative fair value of the instruments as determined by using the Black-Scholes valuation model. The assumptions used in the Black-Scholes model were a risk-free rate of 0.45% , volatility of 240.83% , and an expected term of one year in calculating the fair value of the warrants. The Company also recorded a debt discount related to the convertible debt of approximately $ 2,000 remaining original issue discount and remaining debt issuance cost of $ 1,000 using the relative fair value method to be amortized as interest expense over the term of the loan using the straight-line method. Total discounts recorded including the original issue discount wer approximately $ 35,000 For the three and nine-month periods ended September 30, 2021, the Company recognized approximately $ 2,900 5,700 100 700 5,600 34,000 As of September 30, 2021, the Company has outstanding principal of $ 52,778 5,000 As of September 30, 2021, the Company remains in default on the repayment of principal and accrued interest on the notes. Upon demand for repayment at the election of the holder, the holder of the note is due 125% of the aggregate of outstanding principal, interest, and other expenses due in respect of this Note. The 25% premium will be recorded once a demand occurs Secured Convertible Promissory Note – April 2021 On April 12, 2021, the Company issued to an accredited investor in and lender to the Company a 10% original issue discounted Senior Secured Convertible Promissory Note with a principal amount of $ 66,667 , for a purchase price of $ 60,000 net of an original discount of $ 6,667 . Additionally, the Company issued to the investor 800,000 five -year warrants to purchase the Company’s common stock at an exercise price of $ 0.095 per share. The warrants have full ratchet protection. The note matured on October 12, 2021 , Interest accrues 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 $ 0.075 70% The Company recorded a discount related to the warrants of approximately $ 34,000, which includes approximately $ 3,700 of OID discount allocated under the relative fair value method, and a remaining discount related to the OID of $ 3,000 based on the relative fair value of the instruments. The fair value of the warrants on which the relative fair value is based was determined by using the Black-Scholes valuation model. The assumptions used in the Black-Scholes model were a risk-free rate of 0.89% , volatility of 240.64% , and an expected term of one year in calculating the fair value of the warrants. On June 25, 2021, the exercise price of the warrants was adjusted to $ 0.075 88,893 11,000 0.92% 247.52% 0.96 For the three and nine-month period ended September 30, 2021, the Company recognized approximately $ 19,000 35,000 1,700 3,200 As of September 30, 2021, the Company has recorded $ 66,667 of principal and approximately $ 2,400 of unamortized debt discount and $ 3,200 of accrued interest for the note on the accompanying balance sheet. On October 12, 2021, the Company defaulted on the note and the interest rate on the note reset to 18% per annum. Upon default, and upon demand for repayment at the election of the holder, the holder of the note is due 125% of the aggregate of outstanding principal, interest, and other expenses due in respect of this note. The 25% premium will be recorded once a demand occurs Secured Convertible Promissory Note – June 2021 On June 25, 2021, the Company issued to an accredited investor in and lender to the Company a 5% original issue discounted Senior Secured Convertible Promissory Note with a principal amount of $ 66,500 , for a purchase price of $ 63,000 , net of an original issue discount of $ 3,500 . Additionally, the Company issued to the investor 800,000 three -year warrants to purchase the Company’s common stock at an exercise price of $ 0.095 per share. Upon subsequent down-round equity sales by the Company, the number of shares issuable upon exercise of the Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain $ 76,000 which is a full ratchet price protection provision The note matures on June 25, 2022 10% 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 $ 0.075 65% The obligations of the Company under the Note are secured by a senior lien and security interest in all assets of the Company. The Company incurred approximately $ 9,300 in debt issuance costs. The company also issued 47,547 shares of common stock as a commission fee to the investment banker. The fair value of the common stock which was approximately $ 5,040 was recorded as debt issuance expense. Due to the variability in the conversion price of the Note the embedded conversion option has been bifurcated and reflected as a derivative liability with an initial fair value of $ 102,823 87,039 15,784 Total discounts recorded were $ 66,500 The Company recorded an original issue discount of $ 3,500 , a discount of $ 9,300 for issuance costs, a discount related to the warrants of approximately $ 37,916 and a discount related to the derivative of $ 15,784 based on the relative fair value of the instruments. The warrant fair value on which the relative fair value was based was determined by using a simple binomial lattice model. The assumptions used in the model were a risk-free rate of 0.48% , volatility of 302.11% , and an expected term of 0.60 years in calculating the fair value of the warrants. On August 11, 2021, the exercise price of the warrants was adjusted to $ 0.075 213,333 25,000 0.81 209% 0.57 For the three and nine-month period ended September 30, 2021, the Company recognized approximately $ 13,000 18,000 4,000 At September 30, 2021, the Company has recorded $ 66,500 4,000 49,000 Convertible Promissory Note – August 11, 2021 On August 11, 2021, the Company entered into a Securities Purchase Agreement with an accredited institutional investor pursuant to which the Company issued to the investor its Original Issue Discount Secured Convertible Promissory Note in the principal amount of $ 220,500 and warrants to purchase 800,000 shares of the common stock of the Company for which the Company received consideration of $ 210,000 net of an original issued discount of $ 10,500 . In addition, the Company entered into a Registration Rights Agreement with the investor and issued the investor 100,000 common shares as a commitment fee. The note matures one year 10% 0.075 65% In addition to customary anti-dilution adjustments the Note provides, subject to certain limited exceptions, that if the Company issues any common stock or common stock equivalents, as defined in the Note, at a per share price lower than the conversion price then in effect, the conversion price will be reduced to the per share price at which such shares or common share equivalents were sold. The Warrants are initially exercisable for a period of three years at a price of $ 0.095 The Company incurred approximately $ 30,000 in debt issuance costs. The Company also issued 140,000 shares of common stock to the investment banker as a commission on the note. Due to the variability in the conversion price of the Note the embedded conversion option has been bifurcated and reflected as a derivative liability with an initial fair value of $ 340,893 234,388 106,505 The Company recorded a total debt discount of $ 220,500 including an original issue discount of $ 10,500 , a discount related to the warrants of approximately $ 56,454 a discount related to issuance costs of $ 30,000 and a discount related to the issuance of common stock of approximately $ 17,041 , and a $ 106,505 discount related to the initial derivative value of the embedded conversion feature on the note all based on the relative fair value of the instruments, The fair value of the warrants on which the relative fair value was based was determined by using a simple binomial lattice model. The assumptions used in the model were a risk-free rate of 0.81% , volatility of 253% , and an expected term of one year in calculating the fair value of the warrants. The discounts are being amortized over the term of the convertible note. For the three and nine-month period ended September 30, 2021, the Company recognized approximately $ 30,810 for the amortization of the debt discount. For both the three and nine-month periods ended September 30, 2021, the Company recognized approximately $ 3,000 in interest expense. At September 30, 2021, the Company has remaining $ 220,500 of outstanding principal and approximately $ 3,000 of accrued interest and $ 190,000 of unamortized discount. Convertible Promissory Note – August 17, 2021 On August 17, 2021, the Company entered into a Securities Purchase Agreement with an accredited institutional investor pursuant to which the Company issued to the Buyer its Original Issue Discount Secured Convertible Promissory Note in the principal amount of $ 220,500 and warrants to purchase 800,000 shares of the common stock of the Company for which the Company received consideration of $ 210,000 net of original discount of $10,500 . In addition, the Company entered into a Registration Rights Agreement with the Buyer and issued the Buyer 100,000 common shares as a commitment fee. The note matures one year 10% 0.075 65% In addition to customary anti-dilution adjustments the Note provides, subject to certain limited exceptions, that if the Company issues any common stock or common stock equivalents, as defined in the Note, at a per share price lower than the conversion price then in effect, the conversion price will be reduced to the per share price at which such shares or common share equivalents were sold. The Warrants are initially exercisable for a period of three years at a price of $ 0.095 The Company incurred approximately $ 30,000 in debt issuance costs. The Company also issued 112,601 shares of common stock to the investment banker as a commission on the note. Due to the variability in the conversion price of the Note, the embedded conversion option has been bifurcated and reflected as a derivative liability with an initial fair value of $ 398,404 297,833 100,571 The Company recorded a total debt discount of $ 220,500 10,500 62,220 30,000 17,209 100,571 The fair value of the warrants on which the relative fair value was based was determined by using a simple binomial lattice model. The assumptions used in the model were a risk-free rate of 0.77 254 one year At September 30, 2021, the Company has recorded $ 220,500 3,000 193,000 Derivative Liabilities Pursuant to Convertible Notes and Warrants In connection with the issuance of the unrelated party convertible notes (collectively referred to as “Notes”) and warrants (collectively referred to as “Warrants”), discussed above, the Company determined that the terms of certain Notes and Warrants contain an embedded conversion option to be accounted for as derivative liabilities due to the holder having the potential to gain value upon conversion and provisions which includes events not within the control of the Company. In accordance with ASC 815-40 – Derivatives and Hedging – Contracts in an Entity’s Own Stock During the nine months ended September 30, 2021, in connection with the issuance of the Notes and Warrants, on the initial measurement dates, the fair values of the embedded conversion options of $ 842,120 222,860 619,260 At the end of the period, the Company revalued the embedded conversion option derivative liabilities. In connection with these revaluations, the Company recorded a loss from the change in the derivative liabilities fair value of approximately $ 3.1 During the nine months ended September 30, 2021, the fair value of the derivative liabilities was estimated at issuance and at the September 30, 2021, using the Binomial Lattice valuation model with the following assumptions: Schedule of Fair Value of Derivative Liabilities Estimated Issuance and Valuation Mode Dividend rate — % Term (in years) 0.01 1 Volatility 247% 412 % Risk-free interest rate 0.07% 0.87 % For the three and nine-month period ended September 30, 2021, the Company recognized approximately $ 27,000 for the amortization of debt discount. For both the three and nine-month periods ended September 30, 2021, the Company recognized approximately $ 3,000 in interest expense. |
Licensing Agreements
Licensing Agreements | 9 Months Ended |
Sep. 30, 2021 | |
Licensing Agreements | |
Licensing Agreements | Note 3 - 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® in the U.S. (and its territories and possessions). On January 4, 2021, the licensor terminated the licensing agreement with the Company for the commercialization of Prestalia®. No Novosom Agreements In 2010, the Company entered into an asset purchase agreement with Novosom Verwaltungs GmbH (“Novosom”), pursuant to which the Company acquired intellectual property for Novosom’s SMARTICLES-based liposomal delivery system. In May 2018, the Company issued to Novosom 51,988 75,000 45,000 20,000 25,000 The Company recognized $ 5,000 45,000 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 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 - 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. would provide business functions and services to the Company and allowed Autotelic Inc. to charge the Company for these expenses paid on its behalf. Dr. Trieu resigned as a director of our company effective October 1, 2018. The Company and Autotelic Inc. agreed to terminate the MSA effective October 31, 2018. An unpaid balance for previous years services performed under the agreement of approximately $ 4,000 is included in due to related party in the accompanying consolidated balance sheets at September 30, 2021, and December 31, 2020. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 5 - Stockholders’ Equity Preferred Stock Adhera has authorized 100,000 shares of preferred stock for issuance and has designated 1,000 shares as Series B Preferred Stock (“Series B Preferred”) and 90,000 shares as Series A Junior Participating Preferred Stock (“Series A Preferred”). No 1,200 shares as Series C Convertible Preferred Stock (“Series C Preferred”). In August 2015, Adhera designated 220 shares as Series D Convertible Preferred Stock (“Series D Preferred”). In April 2018, Adhera designated 3,500 shares of Series E Convertible Preferred Stock (“Series E Preferred”). In July 2018, Adhera designated 2,200 shares of Series F Convertible Preferred Stock (“Series F Preferred”). In December 2019, Adhera designated 6,000 shares of Series G Convertible Preferred Stock (“Series G Preferred”). The Company plans to file a certificate of elimination with respect to the Series B stock and a certificate of decrease with respect to each of its Series C, D and F Preferred stock. Series C Preferred Each share of Series C Preferred has a stated value of $ 5,000 5,100 voting rights of 666.67 votes per share 7.50 As of September 30, 2021, and December 31, 2020, 100 Series D Preferred Each share of Series D Preferred has a stated value of $ 5,000 300 voting rights of 1,250 votes per share 4.00 5% As of September 30, 2021, and December 31, 2020, 40 Series E Convertible Preferred Stock and Warrants The Series E Preferred Stock has a stated value of $ 5,000 8% 0.50 February 10, 2020 On March 19, 2021, the exercise price of the Series E warrants was adjusted from $ 0.50 0.05 25,900 518,000 390,000 0.16% 262.27 .41 .43 As of May 17, 2021, the three-year anniversary of the closing of the Series E Preferred stock offering, all outstanding Series E Preferred stock may be converted by the Company into common stock upon written notification being provided by the Company to stockholders. On June 8, 2021, an investor converted 8 10,000 101,010 53,571 75,000 On July 30, 2021, and investor converted 50 250,000 500,000 As of September 30, 2021, the Company had a total of 30,405,600 The Company had accrued dividends on the Series E Preferred stock of approximately $ 4,756,000 and $ 3.7 million, as of September 30, 2021, and December 31, 2020, respectively. At September 30, 2021 and December 31, 2020, there were 3,400 3,458 Series F Convertible Preferred Shares and Warrants The Series F Preferred Stock has a stated value of $ 5,000 8% 0.50 February 10, 2020 three-year On October 30, 2019, the Company repurchased 20 150,000 100,000 100,000 On March 19, 2021, the exercise price of the Series F warrants was adjusted from $ 0.50 0.05 25,900 518,000 31,000 0.16 262.27 .46 .53 As of September 30, 2021, the Company had a total of 3,088,500 The Company had accrued dividends on the Series F Preferred stock of approximately $ 455,000 347,000 At September 30, 2021 and December 31, 2020, there were 361 Series G Convertible Preferred Shares The Series G Preferred Stock has a stated value of $ 5,000 8% 0.50 As of September 30, 2021, no Series G Preferred Stock has been issued by the Company. Common Stock On March 19, 2021, the Company issued 518,000 unregistered shares of common stock to the holder of the January 2020 convertible note for conversion of $ 25,900 in accrued interest. On June 8, 2021, an investor converted 8 10,000 101,010 53,571 75,000 On July 30, 2021, and investor converted 50 shares of Series E Preferred stock with a stated value of $ 250,000 into 500,000 shares of common stock. On August 11, 2021, the Company issued 100,000 shares of common stock to a convertible note investor as a commitment fee which was valued at it relative fair value of $ 56,464 On August 18, 2021, the Company issued 100,000 shares of common stock to a convertible note investor as a commitment fee which was valued at its relative fair value of $ 62,220 On September 22, 2021, the Company issued 300,148 shares of common stock to an investment banker for commissions due under a banking agreement. The shares were recorded at their relative fair value of approximately $ 39,290 During the three-month period ending September 30, 2021 the company issued 1.7 million common shares upon the conversion of $ 50,855 34,155 The common shares issued upon conversions of convertible notes for the nine months ended September 30,2021 were valued at fair value based on the quoted trading prices on the conversion dates aggregating $ 379,422 268,522 Warrants As of September 30, 2021, there were 61,306,350 0.07 Schedule of Stockholders' Equity Note, Warrants or Rights Warrant Summary: Shares 2023 2024 2025 2026 Series E Preferred 30,405,600 30,405,600 Series F Preferred 3,088,500 3,088,500 Convertible Notes 27,463,517 1,013,333 22,905,731 3,544,453 Other 348,733 10,080 335,452 3,201 Total Warrants 61,306,350 33,504,180 1,348,785 22,908,932 3,544,453 The above includes 60,957,617 A total of 343,750 warrants expired during the period. There were 75,000 Series E warrants exercised as of September 30, 2021 on a cashless basis. |
Stock Incentive Plans
Stock Incentive Plans | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Incentive Plans | Note 6 - Stock Incentive Plans Stock Options The following table summarizes stock option activity for the Nine months ended September 30, 2021. Schedule of Share-based Payment Arrangement, Option, Activity Options Outstanding Shares Weighted Average Exercise Price Outstanding, December 31, 2020 391,350 $ 0.58 Options granted — — Options expired / forfeited (3,800 ) 2.60 Outstanding, September 30, 2021 387,550 0.99 Exercisable, September 30, 2021 387,550 $ 0.99 The following table summarizes additional information on stock options outstanding as of September 30, 2021. Schedule of Share-based Payment Arrangement, Option, Exercise Price Range 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 $ 0.98 1.00 383,500 1.57 $ 0.98 383,500 $ 0.98 $ 1.70 4,050 .27 $ 1.70 4,050 $ 1.70 Totals 387,550 1.56 $ 0.99 387,550 $ 0.99 During the nine months ended September 30, 2021, the Company granted no stock options. Total expense related to stock options was approximately $ 8,000 for the nine months ended September 30, 2020, respectively. No stock-based compensation expense was recognized for the nine-month period ended September 30, 2021. As of September 30, 2021, the Company had no unrecognized compensation expense related to unvested stock options. As of September 30, 2021, the intrinsic value of stock options outstanding was zero. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 - 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 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 facilities in order to support its operational and administrative needs. Share Repurchase Agreement On October 30, 2019, the Company repurchased 20 150,000 100,000 100,000 Licensing Agreement– MLR 1019 On July 28, 2021, the Company and Melior Pharmaceuticals II, LLC (“MP”) entered into an exclusive license agreement for the development, commercialization and exclusive license of MLR-1019. MLR-1019 is being developed as a new class of therapeutic for Parkinson’s disease (PD) and is, to the best of the Company’s knowledge, the only drug candidate today to address both movement and non-movement aspects of PD. Under the Agreement, the Company was granted an exclusive license to use the MP Patents and know-how to develop products in consideration for cash payments up to $ 21,750,000 5% The license terminates upon the last expiration of the patents licensed by the Company, which is presently 2034 subject extensions and renewals of any of such patents. If the Company fails to get its common stock listed on Nasdaq or the NYSE (an “Uplisting Event”) within 12 months after the Company receives a Clinical Trial Authorization from the European Medicines Agency, then the Company’s commercial license and rights for using MP’s data shall terminate. Additionally, if the Company has completed the necessary steps to affect an Uplisting Event, the Company will have the option to purchase the all rights held by MP on the MLR-1019 licensed products in consideration for 10% of the outstanding shares of the Company’s common stock (immediately post Uplisting Event) and 2.5% royalty of future gross product sales. As of September 30, 2021, no performance milestones had been met. Licensing Agreement – MLR 1023 On August 24, 2021, the Company as licensee entered into an exclusive license agreement with Melior Pharmaceuticals I, Inc. for the development, commercialization and exclusive license of Melior’s MLR-1023. MLR-1023 is being developed as a novel therapeutic for Type 1 diabetes. Under the Agreement, the Company was granted an exclusive license to use the MP Patents and know-how to develop products in consideration for cash payments up to $ 21,750,000 8 12% If the Company fails to raise $4.0 million dollars within 120 days of the Effective Date then the License shall immediately terminate unless, by 120 Days Adhera is in the process of completing transactions to complete the fundraising then an additional 30 Days shall be provided to allow for the completion of required fundraising. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 - Subsequent Events Except for the events discussed below, there were no subsequent events that required recognition or disclosure. Issuance of Common Stock On October 4, 2021, the Company issued 525,000 shares of common stock upon the conversion of $ 26,250 of principal and interest on the January 2020 convertible note. Secured Note Default On July 30, 2021, the Company defaulted under the Secured Convertible Promissory Note from January 2021 and the interest rate on the note reset to 18 Issuance of Common Stock On October 4, 2021, the Company issued 255,540 shares of common stock upon the conversion of 20 shares Series E Preferred stock and accrued dividends. Issuance of Common Stock On October 15, 2021, the Company issued 37,043 shares of common stock upon the conversion of 3 shares of Series F Preferred stock and accrued dividends. Issuance of a Convertible Note On October 7, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with an institutional investor pursuant to which the Company issued the Buyer a 10 % Convertible Redeemable Note in the principal amount of $ 131,250 and a three -year warrant to purchase 476,190 shares of common stock of the Company for which the Company received consideration of $ 110,000 . 59,523 The Note is due October 5, 2022 10 0.075 The Warrants are exercisable for three 0.095 45,238 Issuance of a Convertible Note On October 13, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with an institutional investor pursuant to which the Company issued the Buyer a 10 % Convertible Redeemable Note in the principal amount of $ 131,250 and a three -year warrant to purchase 476,190 shares of common stock of the Company for which the Company received consideration of $ 110,000 . In addition, the Company issued 59,523 The Note is due October 7, 2022 10 0.075 The Warrants are exercisable for three 0.095 45,238 Extension of Notes Maturity Date On October 27, 2021, the Company and the institutional investor who holds two convertible promissory notes agreed to extend the maturity date of each of the Notes by six months. The $ 220,500 February 17, 2023 66,500 Issuance of Common Stock On November 4, 2021, the Company issued 153,227 250,000 Licensing Agreement MLR-1023 Amendment On November 17, 2021, Melior Pharmaceuticals I, Inc. extended the Company’s timeline from 120 days to 180 days from the effective of the agreement for the Company to raise $4.0 million dollars unless, by 180 Days Adhera is in the process of completing transactions to complete the fundraising then an additional 30 Days shall be provided to allow for the completion of required fundraising. |
Nature of Operations, Basis o_2
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Reclassification | Reclassification Certain reclassifications have been made to prior periods consolidated statements of operations including adjustments related to the adoption of ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) to conform to current period presentation. These reclassifications had no material effect on prior periods consolidated net loss or stockholders’ deficit. |
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 accruals related to our operating activity including legal and other consulting expenses, the fair value of non-cash equity-based issuances, the fair value of derivative liabilities, and the valuation allowance on deferred tax assets. 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, 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. As of September 30, 2021, the Company measured conversion features on outstanding convertible notes as a derivative liability using significant unobservable prices that are based on little or no verifiable market data, which is Level 3 in the fair value hierarchy, resulting in a fair value estimate of approximately $ 3.5 million. The value of the derivative liability as of September 30, 2021 was determined by using the binomial lattice model using the following inputs: 0.09 % risk free rate, volatility of 404 % and time to maturity of 0 - . 18 years. There were no liabilities or assets measured at fair value on a non-recurring basis as of September 30, 2021, and there were no liabilities or assets measured at fair value on a reoccurring or non-recurring basis as of December 31, 2020. Schedule of Fair Value Measurements (in thousands) (Level 1) (Level 2) (Level 3) Total Fair Value Measurements at September 30, 2021 Quoted Prices in Active Markets for Identical Assets Other Observable Inputs Significant Unobservable Inputs (in thousands) (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 3,475 $ 3,475 Total $ - $ - $ 3,475 $ 3,475 A roll forward of the level 3 valuation financial instruments is as follows: Schedule of Roll Forward of Level 3 Financial Instruments Nine months Ended September 30, 2021 (In thousands) Warrants Notes Total Balance at December 31, 2020 $ — $ — $ — Initial valuation of derivative liabilities included in debt discount — 223 223 Initial valuation of derivative liabilities included in derivative expense — 619 619 Reclassification of derivative liabilities to gain on debt extinguishment — (92 ) (92 ) Reclass from Additional paid-in capital 46 244 290 Change in fair value included in derivative expense 361 2,074 2,435 Balance at September 30, 2021 $ 407 $ 3,068 $ 3,475 ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments. |
Convertible Debt and Warrant Accounting | Convertible Debt and Warrant Accounting Debt with warrants In accordance with ASC Topic 470-20-25, when the Company issues debt with warrants, the Company treats the relative fair value of the warrants as a debt discount, recorded as a contra-liability against the debt, and amortizes the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations. The offset to the contra-liability is recorded as additional paid in capital in the Company’s consolidated balance sheets if the warrants are not treated as a derivative. The Company determines the fair value of the warrants using the Black-Scholes Option Pricing Model (“Black-Scholes”),the binomial model or the Monte Carlo Method based upon the underlying conversion features of the debt and then computes and records the relative fair value as a debt discount. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statements of operations. Convertible debt – derivative treatment When the Company issues debt with a conversion feature, it first assess whether the conversion feature meets the requirements to be accounted for as stock settled debt. If it does not meet that requirements then it is assessed on whether the conversion feature should be bifurcated and treated as a derivative liability, as follows: a) one or more underlyings, typically the price of our common stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. An embedded equity-linked component that meets the definition of a derivative does not have to be separated from the host instrument if the component qualifies for the scope exception for certain contracts involving an issuer’s own equity. The scope exception applies if the contract is both a) indexed to its own stock; and b) classified in stockholders’ equity in its statement of financial position. Convertible debt – beneficial conversion feature Prior to the Company’s adoption of ASU No. 2020-06, Debt—Debt with Conversion and Other Options Derivatives and Hedging—Contracts in Entity’s Own Equity Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recently Adopted In January 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-04, Intangibles-Goodwill and Other (Topic 350) (“ASU 2017-04”), which will simplify the goodwill impairment calculation by eliminating Step 2 from the current goodwill impairment test. The new standard does not change how a goodwill impairment is identified. The Company will continue to perform its quantitative goodwill impairment test by comparing the fair value of its reporting unit to its carrying amount, but if the Company is required to recognize a goodwill impairment charge, under the new standard, the amount of the charge will be calculated by subtracting the reporting unit’s fair value from its carrying amount. Under the current standard, if the Company is required to recognize a goodwill impairment charge, Step 2 requires it to calculate the implied value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination and the amount of the charge is calculated by subtracting the reporting unit’s implied fair value of goodwill from the goodwill carrying amount. The standard was effective January 1, 2020. The adoption of ASU 2017-04 did not have a material impact on the Company’s historical consolidated financial statements. In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which will simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including certain convertible instruments and contracts on an entity’s own equity. Specifically, the new standard will remove the separation models required for convertible debt with cash conversion features and convertible instruments with beneficial conversion features. It will also remove certain settlement conditions that are currently required for equity contracts to qualify for the derivative scope exception and will simplify the diluted earnings per share calculation for convertible instruments. ASU 2020-06 will be effective January 1, 2022, for the Company and may be applied using a full or modified retrospective approach. Early adoption is permitted, but no earlier than January 1, 2021, for the Company. The Company adopted ASU No. 2020-06 on January 1, 2021. Management determined such adoption did not have a material impact on the overall stockholders’ equity (deficit) in the Company’s consolidated financial statements. Not Yet Adopted In May 2021, FASB issued ASU 2021-04: Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40), to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in ASU 2021-04 provide the following guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic: 1. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. 2. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: a. For a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged. Specifically, an entity should consider: i. An increase or a decrease in the fair value of the modified or exchanged written call option in applying the 10 percent cash flow test and/or calculating the fees between debtor and creditor in accordance with Subtopic 470-50, Debt—Modifications and Extinguishments. ii. An increase (but not a decrease) in the fair value of the modified or exchanged written call option in calculating the third-party costs in accordance with Subtopic 470-50. b. For all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. 3. An entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration, as follows: a. A financing transaction to raise equity. The effect should be recognized as an equity issuance cost in accordance with the guidance in Topic 340, Other Assets and Deferred Costs. b. A financing transaction to raise or modify debt. The effect should be recognized as a cost in accordance with the guidance in Topic 470, Debt, and Topic 835, Interest. c. Other modifications or exchanges that are not related to financings or compensation for goods or services or other exchange transactions within the scope of another Topic. The effect should be recognized as a dividend. For entities that present EPS in accordance with Topic 260, that dividend should be an adjustment to net income (or net loss) in the basic EPS calculation. An entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option to compensate for goods or services in accordance with the guidance in Topic 718, Compensation—Stock Compensation. In a multiple-element transaction (for example, one that includes both debt financing and equity financing), the total effect of the modification should be allocated to the respective elements in the transaction. The amendments in ASU 2021-04 are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt the amendments in ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company is evaluating the impact of the revised guidance and believes that it will not have a significant impact on its financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
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 Earnings Per Share, Basic and Diluted 2021 2020 2021 2020 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator Net loss $ (3,739 ) $ (539 ) $ (4,682 ) $ (3,283 ) Dividends (406 ) (388 ) (1,679 ) (1,153 ) Net Loss allocable to common stockholders $ (4,145 ) $ (927 ) $ (6,361 ) $ (4,436 ) Denominator Weighted average common shares outstanding used to compute net loss per share, basic and diluted 12,986,391 10,869,530 11,742,315 10,869,530 Net loss per share of common stock, basic and diluted Net loss per share $ (0.32 ) $ (0.09 ) $ (0.54 ) $ (0.41 ) 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 Antidilutive Securities Excluded from Computation of Earnings Per Share 2021 2020 Convertible Notes 24,332,784 23,690,018 Stock options outstanding 387,550 1,216,350 Warrants 61,306,350 69,047,000 Series C Preferred Stock 66,667 66,667 Series D Preferred Stock 50,000 50,000 Series E Preferred Stock 43,514,922 41,597,256 Series F Preferred Stock 4,519,872 4,230,973 Total 134,178,046 139,898,264 |
Nature of Operations, Basis o_3
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value Measurements | Schedule of Fair Value Measurements (in thousands) (Level 1) (Level 2) (Level 3) Total Fair Value Measurements at September 30, 2021 Quoted Prices in Active Markets for Identical Assets Other Observable Inputs Significant Unobservable Inputs (in thousands) (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 3,475 $ 3,475 Total $ - $ - $ 3,475 $ 3,475 |
Schedule of Roll Forward of Level 3 Financial Instruments | A roll forward of the level 3 valuation financial instruments is as follows: Schedule of Roll Forward of Level 3 Financial Instruments Nine months Ended September 30, 2021 (In thousands) Warrants Notes Total Balance at December 31, 2020 $ — $ — $ — Initial valuation of derivative liabilities included in debt discount — 223 223 Initial valuation of derivative liabilities included in derivative expense — 619 619 Reclassification of derivative liabilities to gain on debt extinguishment — (92 ) (92 ) Reclass from Additional paid-in capital 46 244 290 Change in fair value included in derivative expense 361 2,074 2,435 Balance at September 30, 2021 $ 407 $ 3,068 $ 3,475 |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the computation of net loss per share (in thousands, except share and per share data): Schedule of Earnings Per Share, Basic and Diluted 2021 2020 2021 2020 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator Net loss $ (3,739 ) $ (539 ) $ (4,682 ) $ (3,283 ) Dividends (406 ) (388 ) (1,679 ) (1,153 ) Net Loss allocable to common stockholders $ (4,145 ) $ (927 ) $ (6,361 ) $ (4,436 ) Denominator Weighted average common shares outstanding used to compute net loss per share, basic and diluted 12,986,391 10,869,530 11,742,315 10,869,530 Net loss per share of common stock, basic and diluted Net loss per share $ (0.32 ) $ (0.09 ) $ (0.54 ) $ (0.41 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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 Antidilutive Securities Excluded from Computation of Earnings Per Share 2021 2020 Convertible Notes 24,332,784 23,690,018 Stock options outstanding 387,550 1,216,350 Warrants 61,306,350 69,047,000 Series C Preferred Stock 66,667 66,667 Series D Preferred Stock 50,000 50,000 Series E Preferred Stock 43,514,922 41,597,256 Series F Preferred Stock 4,519,872 4,230,973 Total 134,178,046 139,898,264 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Promissory Notes | The following table summarizes the Company’s outstanding convertible notes as of September 30, 2021, and December 31, 2020: Schedule of Convertible Promissory Notes (in thousands) September 30, 2021 December 31, 2020 Convertible Notes $ 1,296 $ 720 Unamortized discounts (434 ) (79 ) Convertible Notes Payable $ 862 $ 641 |
Schedule of Fair Value of Derivative Liabilities Estimated Issuance and Valuation Mode | During the nine months ended September 30, 2021, the fair value of the derivative liabilities was estimated at issuance and at the September 30, 2021, using the Binomial Lattice valuation model with the following assumptions: Schedule of Fair Value of Derivative Liabilities Estimated Issuance and Valuation Mode Dividend rate — % Term (in years) 0.01 1 Volatility 247% 412 % Risk-free interest rate 0.07% 0.87 % |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | Schedule of Stockholders' Equity Note, Warrants or Rights Warrant Summary: Shares 2023 2024 2025 2026 Series E Preferred 30,405,600 30,405,600 Series F Preferred 3,088,500 3,088,500 Convertible Notes 27,463,517 1,013,333 22,905,731 3,544,453 Other 348,733 10,080 335,452 3,201 Total Warrants 61,306,350 33,504,180 1,348,785 22,908,932 3,544,453 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Arrangement, Option, Activity | The following table summarizes stock option activity for the Nine months ended September 30, 2021. Schedule of Share-based Payment Arrangement, Option, Activity Options Outstanding Shares Weighted Average Exercise Price Outstanding, December 31, 2020 391,350 $ 0.58 Options granted — — Options expired / forfeited (3,800 ) 2.60 Outstanding, September 30, 2021 387,550 0.99 Exercisable, September 30, 2021 387,550 $ 0.99 |
Schedule of Share-based Payment Arrangement, Option, Exercise Price Range | The following table summarizes additional information on stock options outstanding as of September 30, 2021. Schedule of Share-based Payment Arrangement, Option, Exercise Price Range 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 $ 0.98 1.00 383,500 1.57 $ 0.98 383,500 $ 0.98 $ 1.70 4,050 .27 $ 1.70 4,050 $ 1.70 Totals 387,550 1.56 $ 0.99 387,550 $ 0.99 |
Schedule of Fair Value Measurem
Schedule of Fair Value Measurements (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Derivative liability | $ 3,475 |
Total | 3,475 |
Fair Value, Inputs, Level 1 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Derivative liability | |
Total | |
Fair Value, Inputs, Level 2 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Derivative liability | |
Total | |
Fair Value, Inputs, Level 3 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Derivative liability | 3,475 |
Total | $ 3,475 |
Schedule of Roll Forward of Lev
Schedule of Roll Forward of Level 3 Financial Instruments (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Short-term Debt [Line Items] | |
Balance at December 31, 2020 | |
Initial valuation of derivative liabilities included in debt discount | 223 |
Initial valuation of derivative liabilities included in derivative expense | 619 |
Reclassification of derivative liabilities to gain on debt extinguishment | (92) |
Reclass from Additional paid-in capital | 290 |
Change in fair value included in derivative expense | 2,435 |
Balance at September 30, 2021 | 3,475 |
Warrants [Member] | |
Short-term Debt [Line Items] | |
Balance at December 31, 2020 | |
Initial valuation of derivative liabilities included in debt discount | |
Initial valuation of derivative liabilities included in derivative expense | |
Reclassification of derivative liabilities to gain on debt extinguishment | |
Reclass from Additional paid-in capital | 46 |
Change in fair value included in derivative expense | 361 |
Balance at September 30, 2021 | 407 |
Convertible Notes [Member] | |
Short-term Debt [Line Items] | |
Balance at December 31, 2020 | |
Initial valuation of derivative liabilities included in debt discount | 223 |
Initial valuation of derivative liabilities included in derivative expense | 619 |
Reclassification of derivative liabilities to gain on debt extinguishment | (92) |
Reclass from Additional paid-in capital | 244 |
Change in fair value included in derivative expense | 2,074 |
Balance at September 30, 2021 | $ 3,068 |
Schedule of Earnings Per Share,
Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||||||||
Net loss | $ (3,739) | $ (514) | $ (428) | $ (539) | $ (906) | $ (1,838) | $ (4,682) | $ (3,283) |
Dividends | (406) | (388) | (1,679) | (1,153) | ||||
Net Loss allocable to common stockholders | $ (4,145) | $ (927) | $ (6,361) | $ (4,436) | ||||
Weighted average common shares outstanding used to compute net loss per share, basic and diluted | 12,986,391 | 10,869,530 | 11,742,315 | 10,869,530 | ||||
Net loss per share | $ (0.32) | $ (0.09) | $ (0.54) | $ (0.41) |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 134,178,046 | 139,898,264 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 24,332,784 | 23,690,018 |
Stock Options Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 387,550 | 1,216,350 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 61,306,350 | 69,047,000 |
Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 66,667 | 66,667 |
Series D Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 50,000 | 50,000 |
Series E Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 43,514,922 | 41,597,256 |
Series F Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,519,872 | 4,230,973 |
Nature of Operations, Basis o_4
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Cash and Cash Equivalents, at Carrying Value | $ 151,000 | |
Working capital | 20,200,000 | |
Net loss | 4,700,000 | |
Accumulated deficit | $ 51,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.09% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 404.00% | |
Fair Value, Net Asset (Liability) | $ 0 | $ 0 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 0 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 18 years | |
Fair Value, Inputs, Level 3 [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Long-term Debt, Fair Value | $ 3,500,000 |
Schedule of Convertible Promiss
Schedule of Convertible Promissory Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Convertible Notes | $ 1,296 | $ 720 |
Unamortized discounts | (434) | (79) |
Convertible Notes Payable | $ 862 | $ 641 |
Schedule of Fair Value of Deriv
Schedule of Fair Value of Derivative Liabilities Estimated Issuance and Valuation Mode (Details) | Sep. 30, 2021 |
Measurement Input, Expected Dividend Rate [Member] | |
Debt Instrument [Line Items] | |
Derivative Liability, Measurement Input | 0 |
Measurement Input, Expected Term [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Long-term Debt, Term | 3 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Long-term Debt, Term | 1 year |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Derivative Liability, Measurement Input | 247,000 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Derivative Liability, Measurement Input | 4.12 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Derivative Liability, Measurement Input | 0.07 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Derivative Liability, Measurement Input | 0.0087 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Oct. 12, 2021 | Sep. 13, 2021USD ($)shares | Aug. 17, 2021USD ($)$ / sharesshares | Aug. 16, 2021USD ($)shares | Aug. 11, 2021USD ($)$ / sharesshares | Jul. 31, 2021 | Jul. 29, 2021USD ($)shares | Jun. 25, 2021USD ($)$ / sharesshares | Apr. 12, 2021USD ($)$ / sharesshares | Mar. 19, 2021USD ($)Integer$ / sharesshares | Jan. 31, 2021USD ($)$ / sharesshares | Oct. 30, 2020USD ($)$ / sharesshares | Sep. 24, 2020$ / shares | Aug. 05, 2020 | Jun. 26, 2020USD ($) | Jun. 15, 2020 | May 05, 2020$ / shares | Feb. 05, 2020USD ($) | Sep. 30, 2021USD ($)$ / shares | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Apr. 30, 2021 | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 28, 2019 |
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Convertible notes payable, current | $ 862,000 | $ 862,000 | $ 641,000 | ||||||||||||||||||||||||
Debt discount to be amortized | 434,000 | 434,000 | $ 79,000 | ||||||||||||||||||||||||
Amortization of debt discount | 230,000 | $ 765,000 | |||||||||||||||||||||||||
Loss on extinguishment of debt | $ 177,000 | $ 177,000 | |||||||||||||||||||||||||
Conversion of convertible debt | $ 26,000 | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 70.00% | ||||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.07 | $ 0.07 | |||||||||||||||||||||||||
Derivative expense | $ 2,968,000 | $ 3,055,000 | |||||||||||||||||||||||||
[custom:InitialValuationOfDerivativeLiabilitiesIncludedInDebtDiscount] | 223,000 | ||||||||||||||||||||||||||
[custom:InitialValuationOfDerivativeLiabilitiesIncludedInDerivativeExpense] | 619,000 | ||||||||||||||||||||||||||
Senior Secured Convertible Promissory Note One [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 111,111 | $ 111,111 | $ 111,111 | ||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | 125.00% | 125.00% | ||||||||||||||||||||||||
Debt instrument, effective percentage | 10.00% | 18.00% | |||||||||||||||||||||||||
Interest expense | $ 5,000 | $ 15,600 | |||||||||||||||||||||||||
Amortization of debt issuance costs | 0 | 2,600 | |||||||||||||||||||||||||
Accured interest | 13,000 | 13,000 | |||||||||||||||||||||||||
Convertible notes payable, current | $ 100,000 | 13,000 | 13,000 | ||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.05 | $ 0.07 | |||||||||||||||||||||||||
Warrant term | 11 months 1 day | ||||||||||||||||||||||||||
Amortization of debt discount | $ 0 | $ 79,000 | |||||||||||||||||||||||||
Debt instrument, convertible, beneficial conversion feature | $ 45,000 | ||||||||||||||||||||||||||
Convertible note, premimum description | The 25% premium will be recorded once a demand occurs | ||||||||||||||||||||||||||
Intrinsic value of the beneficial conversion feature | 69,000 | ||||||||||||||||||||||||||
Unamortized debt issuance expense | $ 9,000 | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 634,919 | 1,587,301 | |||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.08 | ||||||||||||||||||||||||||
Deemed dividend | $ 57,000 | ||||||||||||||||||||||||||
Senior Secured Convertible Promissory Note One [Member] | Valuation Technique, Option Pricing Model [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt discount to be amortized | $ 6,000 | ||||||||||||||||||||||||||
Unamortized debt issuance expense | 5,000 | ||||||||||||||||||||||||||
Senior Secured Convertible Promissory Note One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Fair value of warrants measurement inputs | Integer | 0.16 | ||||||||||||||||||||||||||
Senior Secured Convertible Promissory Note One [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Fair value of warrants measurement inputs | Integer | 262.27 | ||||||||||||||||||||||||||
Conversion Feature [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Derivative liability | $ 76,000 | ||||||||||||||||||||||||||
Senior Secured Convertible Promissory Note Two [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 52,778 | ||||||||||||||||||||||||||
Debt issuance costs, net | $ 2,000 | ||||||||||||||||||||||||||
Debt instrument, effective percentage | 10.00% | 125.00% | 125.00% | ||||||||||||||||||||||||
Interest expense | $ 2,900 | $ 5,700 | |||||||||||||||||||||||||
Amortization of debt issuance costs | 100 | 700 | |||||||||||||||||||||||||
Accured interest | 5,000 | 5,000 | |||||||||||||||||||||||||
Convertible notes payable, current | $ 47,500 | ||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.05 | $ 0.07 | |||||||||||||||||||||||||
Warrant term | 11 months 19 days | ||||||||||||||||||||||||||
Debt discount to be amortized | $ 2,000 | ||||||||||||||||||||||||||
Amortization of debt discount | 5,600 | $ 34,000 | |||||||||||||||||||||||||
Debt default interest rate | 18.00% | ||||||||||||||||||||||||||
Convertible note, premimum description | The 25% premium will be recorded once a demand occurs | ||||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.08 | ||||||||||||||||||||||||||
Deemed dividend | $ 27,000 | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 0.70 | ||||||||||||||||||||||||||
Warrants issued | shares | 301,592 | 753,968 | |||||||||||||||||||||||||
Amotized interest expense | $ 1,000 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | 35,000 | ||||||||||||||||||||||||||
Notes payable | 52,778 | $ 52,778 | |||||||||||||||||||||||||
Senior Secured Convertible Promissory Note Two [Member] | Investor and lender [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt discount to be amortized | 5,278 | ||||||||||||||||||||||||||
Senior Secured Convertible Promissory Note Two [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Fair value of warrants measurement inputs | 0.16 | ||||||||||||||||||||||||||
Senior Secured Convertible Promissory Note Two [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Fair value of warrants measurement inputs | 262.27 | ||||||||||||||||||||||||||
Senior Secured Convertible Promissory Note Three [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 66,667 | 66,667 | 66,667 | ||||||||||||||||||||||||
Debt instrument, interest rate | 125.00% | 10.00% | |||||||||||||||||||||||||
Debt maturity date | Oct. 12, 2021 | ||||||||||||||||||||||||||
Debt instrument, effective percentage | 10.00% | ||||||||||||||||||||||||||
Interest expense | 1,700 | 3,200 | |||||||||||||||||||||||||
Accured interest | 3,200 | 3,200 | |||||||||||||||||||||||||
Convertible notes payable, current | $ 60,000 | ||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.075 | ||||||||||||||||||||||||||
Debt conversion rate | 70.00% | ||||||||||||||||||||||||||
Amortization of debt discount | $ 3,000 | 19,000 | 35,000 | ||||||||||||||||||||||||
Debt default interest rate | 18.00% | ||||||||||||||||||||||||||
Convertible note, premimum description | The 25% premium will be recorded once a demand occurs | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 800,000 | ||||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.095 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | $ 6,667 | 2,400 | 2,400 | ||||||||||||||||||||||||
Class of Warrant or Right, Expense or Revenue Recognized | five | ||||||||||||||||||||||||||
Senior Secured Convertible Promissory Note Four [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 66,500 | 66,500 | 66,500 | ||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||
Debt maturity date | Jun. 25, 2022 | ||||||||||||||||||||||||||
Debt instrument, effective percentage | 5.00% | ||||||||||||||||||||||||||
Interest expense | 4,000 | 4,000 | |||||||||||||||||||||||||
Accured interest | 4,000 | 4,000 | |||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.075 | ||||||||||||||||||||||||||
Debt conversion rate | 65.00% | ||||||||||||||||||||||||||
Debt discount to be amortized | $ 5,040 | 49,000 | 49,000 | ||||||||||||||||||||||||
Amortization of debt discount | 15,784 | 13,000 | 18,000 | ||||||||||||||||||||||||
Unamortized debt issuance expense | $ 9,300 | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 800,000 | ||||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.095 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | $ 3,500 | ||||||||||||||||||||||||||
Class of Warrant or Right, Expense or Revenue Recognized | three | ||||||||||||||||||||||||||
Secured Debt | $ 63,000 | ||||||||||||||||||||||||||
Warrants and Rights Outstanding | $ 76,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 47,547 | ||||||||||||||||||||||||||
Derivative liabilities | $ 102,823 | ||||||||||||||||||||||||||
Derivative expense | 87,039 | ||||||||||||||||||||||||||
Debt discount | $ 66,500 | ||||||||||||||||||||||||||
Secured Convertible Promissory Note One [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 220,500 | 220,500 | 220,500 | ||||||||||||||||||||||||
Debt issuance costs, net | $ 30,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||
Interest expense | 3,000 | ||||||||||||||||||||||||||
Accured interest | 3,000 | 3,000 | |||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.075 | ||||||||||||||||||||||||||
Debt conversion rate | 65.00% | ||||||||||||||||||||||||||
Debt discount to be amortized | $ 220,500 | 190,000 | 190,000 | ||||||||||||||||||||||||
Amortization of debt discount | $ 106,505 | 30,810 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 800,000 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | $ 10,500 | ||||||||||||||||||||||||||
Warrants and Rights Outstanding | $ 210,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 140,000 | ||||||||||||||||||||||||||
Derivative liabilities | $ 340,893 | ||||||||||||||||||||||||||
Derivative expense | $ 234,388 | ||||||||||||||||||||||||||
Debt term | 1 year | ||||||||||||||||||||||||||
Secured Convertible Promissory Note Two [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 220,500 | 220,500 | 220,500 | ||||||||||||||||||||||||
Debt issuance costs, net | $ 30,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||
Interest expense | 3,000 | ||||||||||||||||||||||||||
Accured interest | 3,000 | 3,000 | |||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.075 | ||||||||||||||||||||||||||
Debt conversion rate | 65.00% | ||||||||||||||||||||||||||
Debt discount to be amortized | $ 220,500 | 193,000 | 193,000 | ||||||||||||||||||||||||
Amortization of debt discount | $ 100,571 | 27,000 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 112,601 | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 800,000 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | $ 10,500 | ||||||||||||||||||||||||||
Warrants and Rights Outstanding | 210,000 | ||||||||||||||||||||||||||
Derivative liabilities | 398,404 | ||||||||||||||||||||||||||
Derivative expense | $ 297,833 | ||||||||||||||||||||||||||
Debt term | 1 year | ||||||||||||||||||||||||||
Warrant [Member] | Senior Secured Convertible Promissory Note One [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt discount to be amortized | 66,000 | ||||||||||||||||||||||||||
Warrant [Member] | Senior Secured Convertible Promissory Note Two [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt issuance costs, net | $ 1,000 | ||||||||||||||||||||||||||
Warrant term | 1 year | ||||||||||||||||||||||||||
Debt discount to be amortized | $ 32,000 | ||||||||||||||||||||||||||
Amortization of debt discount | $ 3,000 | ||||||||||||||||||||||||||
Warrant [Member] | Senior Secured Convertible Promissory Note Two [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Fair value of warrants measurement inputs | 0.45 | ||||||||||||||||||||||||||
Warrant [Member] | Senior Secured Convertible Promissory Note Two [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Fair value of warrants measurement inputs | 240.83 | ||||||||||||||||||||||||||
Warrant [Member] | Senior Secured Convertible Promissory Note Three [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.075 | ||||||||||||||||||||||||||
Warrant term | 11 months 15 days | ||||||||||||||||||||||||||
Debt discount to be amortized | $ 34,000 | ||||||||||||||||||||||||||
Amortization of debt discount | $ 3,700 | ||||||||||||||||||||||||||
Deemed dividend | $ 11,000 | ||||||||||||||||||||||||||
Warrants issued | shares | 88,893 | ||||||||||||||||||||||||||
Class of Warrant or Right, Expense or Revenue Recognized | one year | ||||||||||||||||||||||||||
Warrant [Member] | Senior Secured Convertible Promissory Note Three [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Fair value of warrants measurement inputs | 0.92 | 0.89 | |||||||||||||||||||||||||
Warrant [Member] | Senior Secured Convertible Promissory Note Three [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Fair value of warrants measurement inputs | 247.52 | 240.64 | |||||||||||||||||||||||||
Warrant [Member] | Senior Secured Convertible Promissory Note Four [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrant term | 6 months 25 days | 7 months 6 days | |||||||||||||||||||||||||
Debt discount to be amortized | $ 37,916 | ||||||||||||||||||||||||||
Amortization of debt discount | $ 15,784 | ||||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.075 | ||||||||||||||||||||||||||
Deemed dividend | $ 25,000 | ||||||||||||||||||||||||||
Warrants issued | shares | 213,333 | ||||||||||||||||||||||||||
Warrant [Member] | Senior Secured Convertible Promissory Note Four [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Fair value of warrants measurement inputs | 0.81 | 0.48 | |||||||||||||||||||||||||
Warrant [Member] | Senior Secured Convertible Promissory Note Four [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Fair value of warrants measurement inputs | 209 | 302.11 | |||||||||||||||||||||||||
Warrant [Member] | Secured Convertible Promissory Note One [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrant term | 1 year | ||||||||||||||||||||||||||
Debt discount to be amortized | $ 56,454 | ||||||||||||||||||||||||||
Unamortized debt issuance expense | $ 30,000 | ||||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.095 | ||||||||||||||||||||||||||
Warrant [Member] | Secured Convertible Promissory Note One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Fair value of warrants measurement inputs | 0.81 | ||||||||||||||||||||||||||
Warrant [Member] | Secured Convertible Promissory Note One [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Fair value of warrants measurement inputs | 253 | ||||||||||||||||||||||||||
Warrant [Member] | Secured Convertible Promissory Note Two [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrant term | 1 year | ||||||||||||||||||||||||||
Debt discount to be amortized | $ 62,220 | ||||||||||||||||||||||||||
Derivative liability | 3,100,000 | ||||||||||||||||||||||||||
Unamortized debt issuance expense | $ 30,000 | ||||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.095 | ||||||||||||||||||||||||||
Derivative liabilities | 842,120 | 842,120 | |||||||||||||||||||||||||
[custom:InitialValuationOfDerivativeLiabilitiesIncludedInDebtDiscount] | 222,860 | ||||||||||||||||||||||||||
[custom:InitialValuationOfDerivativeLiabilitiesIncludedInDerivativeExpense] | 619,260 | ||||||||||||||||||||||||||
Warrant [Member] | Secured Convertible Promissory Note Two [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Fair value of warrants measurement inputs | 0.77 | ||||||||||||||||||||||||||
Warrant [Member] | Secured Convertible Promissory Note Two [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Fair value of warrants measurement inputs | 254 | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Conversion of convertible debt | $ 3,000 | ||||||||||||||||||||||||||
Common Stock [Member] | Secured Convertible Promissory Note One [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt discount to be amortized | $ 17,041 | ||||||||||||||||||||||||||
Common Stock [Member] | Secured Convertible Promissory Note Two [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt discount to be amortized | $ 17,209 | ||||||||||||||||||||||||||
Four Convertible Notes [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Principal amount | 788,000 | 788,000 | |||||||||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt conversion amount | $ 379,422 | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,218,000 | ||||||||||||||||||||||||||
Debt principal and interest | $ 110,900 | ||||||||||||||||||||||||||
Loss on extinguishment of debt | 268,522 | ||||||||||||||||||||||||||
Derivative liability | 91,890 | ||||||||||||||||||||||||||
Gain on extinguishment of debt | 91,890 | ||||||||||||||||||||||||||
Net loss on extinguishment | 176,632 | ||||||||||||||||||||||||||
Conversion of convertible debt | 2,218,000 | ||||||||||||||||||||||||||
Debt instrument, convertible, beneficial conversion feature | 2,000,000 | ||||||||||||||||||||||||||
Convertible Debt [Member] | Senior Secured Convertible Promissory Note [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Interest expense | 3,000 | 9,000 | 8,000 | 10,000 | |||||||||||||||||||||||
Amortization of debt issuance costs | 7,000 | 8,000 | |||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.02 | ||||||||||||||||||||||||||
Debt conversion rate | 65.00% | ||||||||||||||||||||||||||
Amortization of debt discount | 28,000 | 30,000 | |||||||||||||||||||||||||
Debt default interest rate | 18.00% | ||||||||||||||||||||||||||
Debt instrument, convertible, beneficial conversion feature | $ 50,000 | ||||||||||||||||||||||||||
Intrinsic value of the beneficial conversion feature | 203,000 | ||||||||||||||||||||||||||
Convertible Debt [Member] | Secured Convertible Promissory Note [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 58,055 | $ 58,055 | |||||||||||||||||||||||||
Debt instrument, interest rate | 140.00% | 140.00% | |||||||||||||||||||||||||
Convertible note, premimum description | The 40% premium will be recorded once a demand occurs. | ||||||||||||||||||||||||||
Convertible Debt [Member] | Senior Secured Convertible Promissory Note One [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt issuance costs, net | 4,000 | ||||||||||||||||||||||||||
Amortization of debt discount | $ 5,000 | ||||||||||||||||||||||||||
Convertible Debt [Member] | Secured Convertible Promissory Note One [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt discount to be amortized | $ 106,505 | ||||||||||||||||||||||||||
Convertible Debt [Member] | Secured Convertible Promissory Note Two [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt discount to be amortized | $ 100,571 | ||||||||||||||||||||||||||
Convertible Note [Member] | Senior Secured Convertible Promissory Note [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Principal amount | 58,055 | ||||||||||||||||||||||||||
Debt issuance costs, net | $ 14,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||
Debt instrument, effective percentage | 10.00% | ||||||||||||||||||||||||||
Debt discount to be amortized | $ 52,500 | ||||||||||||||||||||||||||
Registration Rights Agreement [Member] | Secured Convertible Promissory Note One [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 100,000 | ||||||||||||||||||||||||||
Registration Rights Agreement [Member] | Secured Convertible Promissory Note Two [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 100,000 | ||||||||||||||||||||||||||
Accredited Investors [Member] | Term Loan Subscription Agreements [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 5,700,000 | $ 5,700,000 | |||||||||||||||||||||||||
Debt issuance costs, net | $ 707,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 12.00% | ||||||||||||||||||||||||||
Debt maturity date | Jun. 28, 2020 | ||||||||||||||||||||||||||
Debt instrument, effective percentage | 15.00% | ||||||||||||||||||||||||||
Interest expense | $ 215,000 | 215,000 | $ 637,000 | 986,000 | |||||||||||||||||||||||
Amortization of debt issuance costs | 0 | 347,000 | |||||||||||||||||||||||||
Accured interest | 1,800,000 | 1,800,000 | |||||||||||||||||||||||||
Repayments of Debt | 5,700,000 | ||||||||||||||||||||||||||
Accredited Investors [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 550,500 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||
Debt instrument, effective percentage | 10.00% | ||||||||||||||||||||||||||
Convertible notes payable, current | $ 499,950 | ||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 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) | $ / shares | $ 0.05 | ||||||||||||||||||||||||||
Debt discount to be amortized | $ 380,593 | ||||||||||||||||||||||||||
Accredited Investors [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||
Debt discount to be amortized | $ 322,000 | ||||||||||||||||||||||||||
Accredited Investors [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Interest expense | 25,000 | 31,000 | 75,000 | 86,000 | |||||||||||||||||||||||
Amortization of debt issuance costs | 38,000 | 7,000 | 38,000 | ||||||||||||||||||||||||
Amortization of debt discount | 21,000 | $ 67,000 | $ 343,000 | ||||||||||||||||||||||||
Debt default interest rate | 18.00% | ||||||||||||||||||||||||||
Accredited Investors [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | Warrant [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt issuance costs, net | 53,000 | ||||||||||||||||||||||||||
Amortization of debt discount | $ 30,000 | ||||||||||||||||||||||||||
Accredited Investors [Member] | Securities Purchase Agreement [Member] | Convertible Note [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Principal amount | 499,615 | 499,615 | |||||||||||||||||||||||||
Accured interest | $ 90,000 | $ 90,000 | |||||||||||||||||||||||||
Debt conversion amount | $ 32,500 | $ 25,000 | $ 27,500 | $ 25,900 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 650,000 | 500,000 | 550,000 | 518,000 | |||||||||||||||||||||||
Convertible note, premimum description | The 40% premium will be recorded once a demand occurs | ||||||||||||||||||||||||||
Holders [Member] | Securities Purchase Agreement [Member] | Convertible Note [Member] | |||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 140.00% | 140.00% |
Licensing Agreements (Details N
Licensing Agreements (Details Narrative) - USD ($) | Dec. 23, 2019 | Mar. 16, 2018 | May 31, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Other income | $ 5,000 | $ 45,000 | |||||
Novosom Verwaltungs GmbH [Member] | Intellectual Property [Member] | |||||||
Common stock issued | 51,988 | ||||||
Fair value of common stock issued | $ 75,000 | ||||||
Proceeds form sale of intangible asset | $ 45,000 | ||||||
Novosom Verwaltungs GmbH [Member] | Intellectual Property [Member] | Upon Execution of Agreement [Member] | |||||||
Payables on intellectual property | 20,000 | 20,000 | |||||
Novosom Verwaltungs GmbH [Member] | Intellectual Property [Member] | Achievement of Performance Obligation [Member] | |||||||
Payables on intellectual property | 25,000 | 25,000 | |||||
Les Laboratories Servier License Agreement [Member] | |||||||
Payments for royalties | $ 0 | 0 | $ 0 | 0 | |||
Novosom Agreement [Member] | |||||||
Other income | $ 5,000 | $ 45,000 | |||||
License Of DiLA Assets [Member] | Accrued Liabilities [Member] | |||||||
Upfront payment agreement for license agreement | $ 200,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Dec. 31, 2020USD ($) |
Related Party Transactions [Abstract] | |
Due to Related Parties | $ 4,000 |
Schedule of Stockholders' Equit
Schedule of Stockholders' Equity Note, Warrants or Rights (Details) | Sep. 30, 2021shares |
Class of Stock [Line Items] | |
Warrant shares | 61,306,350 |
Warrant [Member] | |
Class of Stock [Line Items] | |
Warrant shares | 61,306,350 |
Expiring in 2023 | 33,504,180 |
Expiring in 2024 | 1,348,785 |
Expiring in 2025 | 22,908,932 |
Expiring in 2026 | 3,544,453 |
Convertible Notes [Member] | |
Class of Stock [Line Items] | |
Warrant shares | 27,463,517 |
Expiring in 2024 | 1,013,333 |
Expiring in 2025 | 22,905,731 |
Expiring in 2026 | 3,544,453 |
Other [Member] | |
Class of Stock [Line Items] | |
Warrant shares | 348,733 |
Expiring in 2023 | 10,080 |
Expiring in 2024 | 335,452 |
Expiring in 2025 | 3,201 |
Series E Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Warrant shares | 30,405,600 |
Expiring in 2023 | 30,405,600 |
Series F Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Warrant shares | 3,088,500 |
Expiring in 2023 | 3,088,500 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) | Sep. 22, 2021USD ($)shares | Aug. 18, 2021USD ($)shares | Aug. 11, 2021USD ($)shares | Jul. 30, 2021USD ($)shares | Jun. 08, 2021USD ($)shares | Mar. 19, 2021USD ($)$ / sharesshares | Oct. 30, 2019USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019shares | Jul. 31, 2018shares | Apr. 30, 2018shares | Aug. 31, 2015shares | Mar. 31, 2014shares |
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Shares Authorized | 100,000 | 100,000 | 100,000 | |||||||||||||||
Stated value per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.07 | $ 0.07 | ||||||||||||||||
Warrants outstanding | 61,306,350 | 61,306,350 | ||||||||||||||||
Dividends, Preferred Stock | $ | $ 406,000 | $ 388,000 | $ 1,679,000 | $ 1,153,000 | ||||||||||||||
[custom:LossOnExtinguishmentOfDebt] | $ | 177,000 | 177,000 | ||||||||||||||||
February 2020 Convertible Note [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Interest payable | $ | $ 34,155 | 34,155 | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,700,000 | |||||||||||||||||
Principal amount | $ | $ 50,855 | 50,855 | ||||||||||||||||
Banking Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of shares issued | 300,148 | |||||||||||||||||
Fair value | $ | $ 39,290 | |||||||||||||||||
Convertible Note Investor [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of shares issued | 100,000 | 100,000 | ||||||||||||||||
Fair value | $ | $ 62,220 | $ 56,464 | ||||||||||||||||
2020 Term Loan [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of shares issued | 518,000 | |||||||||||||||||
Interest payable | $ | $ 25,900 | |||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Value of converted shares | $ | $ 379,422 | |||||||||||||||||
Number of shares issued upon conversion | 2,218,000 | |||||||||||||||||
[custom:LossOnExtinguishmentOfDebt] | $ | $ 268,522 | |||||||||||||||||
Series F Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrants outstanding | 3,088,500 | 3,088,500 | ||||||||||||||||
Series E Warrants [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of shares converted, value | $ | $ 25,900 | |||||||||||||||||
Number of shares converted | 518,000 | |||||||||||||||||
Warrants outstanding | 30,405,600 | 30,405,600 | ||||||||||||||||
Series E Warrants [Member] | Maximum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.50 | |||||||||||||||||
Series E Warrants [Member] | Minimum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.05 | |||||||||||||||||
Series E Preferred [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of shares converted, value | $ | $ 250,000 | |||||||||||||||||
Number of shares converted | 50 | 8 | ||||||||||||||||
Accrued dividends | $ | $ 10,000 | |||||||||||||||||
Number of shares in accrued dividends | 101,010 | |||||||||||||||||
Number of shares issued | 53,571 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Common stock for a cashless exercise | 75,000 | |||||||||||||||||
Warrants outstanding | 61,306,350 | 61,306,350 | ||||||||||||||||
Adjustable warrants, shares | 60,957,617 | 60,957,617 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations | 343,750 | |||||||||||||||||
[custom:NumberOfWarrantsExercised] | 75,000 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of shares converted | 500,000 | |||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 518,000 | |||||||||||||||||
Series F Warrants [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Value of converted shares | $ | $ 25,900 | |||||||||||||||||
Number of shares issued upon conversion | 518,000 | |||||||||||||||||
Series F Warrants [Member] | Maximum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.50 | |||||||||||||||||
Series F Warrants [Member] | Minimum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.05 | |||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock designated, shares | 1,000 | 1,000 | ||||||||||||||||
Series A Junior Participating Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock designated, shares | 90,000 | 90,000 | ||||||||||||||||
Series A Preferred Stock and Series B Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Shares Authorized | 1,200 | 1,200 | 1,200 | |||||||||||||||
Preferred stock designated, shares | 1,200 | |||||||||||||||||
Preferred stock, shares outstanding | 100 | 100 | 100 | |||||||||||||||
Stated value per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Shares Authorized | 220 | 220 | 220 | |||||||||||||||
Preferred stock designated, shares | 220 | |||||||||||||||||
Preferred stock, shares outstanding | 40 | 40 | 40 | |||||||||||||||
Stated value per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||
Series E Convertible Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Shares Authorized | 3,500 | 3,500 | 3,500 | |||||||||||||||
Preferred stock designated, shares | 3,500 | |||||||||||||||||
Preferred stock, shares outstanding | 3,400 | 3,400 | 3,458 | |||||||||||||||
Stated value per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||
Series F Convertible Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Shares Authorized | 2,200 | 2,200 | 2,200 | |||||||||||||||
Preferred stock designated, shares | 2,200 | |||||||||||||||||
Preferred stock, shares outstanding | 361 | 361 | 361 | |||||||||||||||
Stated value per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||
Number of shares repurchased | 20 | |||||||||||||||||
Warrants to purchase shares of common stock | 150,000 | |||||||||||||||||
Stock repurchase | $ | $ 100,000 | |||||||||||||||||
Value of warrants held | $ | $ 100,000 | |||||||||||||||||
Accrued dividends | $ | $ 455,000 | $ 347,000 | ||||||||||||||||
Series G Convertible Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Shares Authorized | 6,000 | 6,000 | 6,000 | |||||||||||||||
Preferred stock designated, shares | 6,000 | |||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||||||||
Stated value per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares outstanding | 100 | 100 | 100 | |||||||||||||||
Stated value per share | $ / shares | $ 5,000 | $ 5,000 | ||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | 5,100 | $ 5,100 | ||||||||||||||||
Preferred Stock, Voting Rights | voting rights of 666.67 votes per share | |||||||||||||||||
Common stock at a conversion price, per share | $ / shares | $ 7.50 | $ 7.50 | ||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares outstanding | 40 | 40 | 40 | |||||||||||||||
Stated value per share | $ / shares | $ 5,000 | $ 5,000 | ||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | 300 | $ 300 | ||||||||||||||||
Preferred Stock, Voting Rights | voting rights of 1,250 votes per share | |||||||||||||||||
Common stock at a conversion price, per share | $ / shares | 4 | $ 4 | ||||||||||||||||
Preferred stock stated dividend rate | 5.00% | |||||||||||||||||
Series E Convertible Preferred Stock and Warrants [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stated value per share | $ / shares | 5,000 | $ 5,000 | ||||||||||||||||
Common stock at a conversion price, per share | $ / shares | $ 0.50 | $ 0.50 | ||||||||||||||||
Preferred stock stated dividend rate | 8.00% | |||||||||||||||||
Anti-dilution price protection, expiration date | Feb. 10, 2020 | |||||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Deemed dividend | $ | $ 390,000 | |||||||||||||||||
Warrants outstanding | 30,405,600 | 30,405,600 | ||||||||||||||||
Dividends, Preferred Stock | $ | $ 4,756,000,000,000 | $ 3,700,000 | ||||||||||||||||
Series E Preferred Stock [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Fair value of warrants measurement inputs | 0.16 | |||||||||||||||||
Series E Preferred Stock [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Fair value of warrants measurement inputs | 262.27 | |||||||||||||||||
Series E Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrant term | 5 months 4 days | |||||||||||||||||
Series E Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrant term | 4 months 28 days | |||||||||||||||||
Series F Convertible Preferred Stock and Warrants [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stated value per share | $ / shares | $ 5,000 | $ 5,000 | ||||||||||||||||
Common stock at a conversion price, per share | $ / shares | $ 0.50 | $ 0.50 | ||||||||||||||||
Preferred stock stated dividend rate | 8.00% | |||||||||||||||||
Anti-dilution price protection, expiration date | Feb. 10, 2020 | |||||||||||||||||
Warrants term description | three-year | |||||||||||||||||
Series F Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Deemed dividend | $ | $ 31,000 | |||||||||||||||||
Warrants outstanding | 3,088,500 | 3,088,500 | ||||||||||||||||
Series F Preferred Stock [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Fair value of warrants measurement inputs | 0.16 | |||||||||||||||||
Series F Preferred Stock [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Fair value of warrants measurement inputs | 262.27 | |||||||||||||||||
Series F Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrant term | 6 months 10 days | |||||||||||||||||
Series F Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrant term | 5 months 15 days | |||||||||||||||||
Series G Convertible Preferred Shares [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stated value per share | $ / shares | $ 5,000 | $ 5,000 | ||||||||||||||||
Common stock at a conversion price, per share | $ / shares | $ 0.50 | $ 0.50 | ||||||||||||||||
Preferred stock stated dividend rate | 8.00% |
Schedule of Share-based Payment
Schedule of Share-based Payment Arrangement, Option, Activity (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Options Outstanding Beginning | shares | 391,350 |
Options outstanding, weighted average exercise price, beginning | $ / shares | $ 0.58 |
Options granted | shares | |
Options granted, weighted average exercise price | $ / shares | $ 0 |
Options expired / forfeited | shares | (3,800) |
Options expired/forfeited, weighted average exercise price | $ / shares | $ 2.60 |
Options Outstanding Ending | shares | 387,550 |
Options outstanding, weighted average exercise price, ending | $ / shares | $ 0.99 |
Options Exercisable | shares | 387,550 |
Exercisable, weighted average exercise price | $ / shares | $ 0.99 |
Schedule of Share-based Payme_2
Schedule of Share-based Payment Arrangement, Option, Exercise Price Range (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Numbers outstanding | shares | 387,550 |
Weighted- Average Remaining Contractual Life (Years) | 1 year 6 months 21 days |
Weighted average exercise price | $ 0.99 |
Number exercisable | shares | 387,550 |
Weighted average exercise price | $ 0.99 |
Range One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices, lower | 0.98 |
Range of exercise prices, upper | $ 1 |
Numbers outstanding | shares | 383,500 |
Weighted- Average Remaining Contractual Life (Years) | 3 months 7 days |
Weighted average exercise price | $ 0.98 |
Number exercisable | shares | 383,500 |
Weighted average exercise price | $ 0.98 |
Range Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices, upper | $ 1.70 |
Numbers outstanding | shares | 4,050 |
Weighted- Average Remaining Contractual Life (Years) | 1 year 6 months 25 days |
Weighted average exercise price | $ 1.70 |
Number exercisable | shares | 4,050 |
Weighted average exercise price | $ 1.70 |
Stock Incentive Plans (Details
Stock Incentive Plans (Details Narrative) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Share-based Payment Arrangement, Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Expense | $ 8,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Aug. 24, 2021 | Jul. 28, 2021 | Oct. 30, 2019 |
Licensing Agreement M L R 1019 [Member] | |||
Loss Contingencies [Line Items] | |||
Debt instrument cash payment | $ 21,750,000 | ||
Gross sales percentage | 5.00% | ||
Licensing Agreement M L R 1019 [Member] | Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Gross sales percentage | 8.00% | ||
Licensing Agreement M L R 1019 [Member] | Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Gross sales percentage | 12.00% | ||
Licensing Agreement M L R 1023 [Member] | |||
Loss Contingencies [Line Items] | |||
Debt instrument cash payment | $ 21,750,000 | ||
License agreement commitments description | If the Company fails to raise $4.0 million dollars within 120 days of the Effective Date then the License shall immediately terminate unless, by 120 Days Adhera is in the process of completing transactions to complete the fundraising then an additional 30 Days shall be provided to allow for the completion of required fundraising. | ||
Series F Convertible Preferred Stock [Member] | |||
Loss Contingencies [Line Items] | |||
Number of shares repurchased | 20 | ||
Warrants to purchase shares of common stock | 150,000 | ||
Stock repurchase | $ 100,000 | ||
Value of warrants held | $ 100,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 17, 2021 | Nov. 04, 2021 | Oct. 27, 2021 | Oct. 15, 2021 | Oct. 13, 2021 | Oct. 07, 2021 | Oct. 05, 2021 | Oct. 04, 2021 | Aug. 24, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Jul. 30, 2021 |
Subsequent Event [Line Items] | ||||||||||||
Class of Warrant or Right, Outstanding | 61,306,350 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.07 | |||||||||||
Number of stock issued conversion | $ 26,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of stock issued conversion | $ 3,000 | |||||||||||
Warrant [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Class of Warrant or Right, Outstanding | 61,306,350 | |||||||||||
Licensing Agreement M L R 1023 [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
License agreement commitments description | If the Company fails to raise $4.0 million dollars within 120 days of the Effective Date then the License shall immediately terminate unless, by 120 Days Adhera is in the process of completing transactions to complete the fundraising then an additional 30 Days shall be provided to allow for the completion of required fundraising. | |||||||||||
Series E Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Class of Warrant or Right, Outstanding | 30,405,600 | |||||||||||
Series F Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Class of Warrant or Right, Outstanding | 3,088,500 | |||||||||||
Secured Promissory Note [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt instrument effective percentage | 18.00% | |||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 37,043 | 255,540 | ||||||||||
Debt conversion converted instrument amount | $ 66,500 | |||||||||||
Maturity date | Feb. 17, 2023 | |||||||||||
Maturity date description | On October 27, 2021, the Company and the institutional investor who holds two convertible promissory notes agreed to extend the maturity date of each of the Notes by six months. The $220,500 Note issued in August 2021 had its maturity date extended to February 17, 2023, and the $66,500 Note issued in June 2021 had its maturity date extended to December 25, 2022. | |||||||||||
Number of stock issued conversion | $ 220,500 | |||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of share issued | 153,227 | |||||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of warrant issued | 250,000 | |||||||||||
Subsequent Event [Member] | Buyer [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of share issued | 59,523 | 59,523 | ||||||||||
Subsequent Event [Member] | Licensing Agreement M L R 1023 [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
License agreement commitments description | On November 17, 2021, Melior Pharmaceuticals I, Inc. extended the Company’s timeline from 120 days to 180 days from the effective of the agreement for the Company to raise $4.0 million dollars unless, by 180 Days Adhera is in the process of completing transactions to complete the fundraising then an additional 30 Days shall be provided to allow for the completion of required fundraising. | |||||||||||
Subsequent Event [Member] | Institutional Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 131,250 | |||||||||||
Subsequent Event [Member] | Series E Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 20 | |||||||||||
Subsequent Event [Member] | Series F Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3 | |||||||||||
Subsequent Event [Member] | January Convertible Note [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 525,000 | |||||||||||
Debt conversion converted instrument amount | $ 26,250 | |||||||||||
Subsequent Event [Member] | Convertible Redeemable Note [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt instrument effective percentage | 10.00% | |||||||||||
Warrants and Rights Outstanding, Term | 3 years | 3 years | ||||||||||
Maturity date | Oct. 7, 2022 | Oct. 5, 2022 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.075 | $ 0.075 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.095 | $ 0.095 | ||||||||||
Aggregate exercise price of warrants | $ 45,238 | $ 45,238 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Subsequent Event [Member] | Convertible Redeemable Note [Member] | Institutional Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt instrument effective percentage | 10.00% | 10.00% | ||||||||||
Debt Instrument, Face Amount | $ 131,250 | |||||||||||
Warrants and Rights Outstanding, Term | 3 years | 3 years | ||||||||||
Class of Warrant or Right, Outstanding | 476,190 | 476,190 | ||||||||||
Proceeds from Convertible Debt | $ 110,000 | $ 110,000 |