Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 24, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | EMMAUS LIFE SCIENCES, INC. | |
Entity Central Index Key | 0000822370 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2021 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-35527 | |
Entity Tax Identification Number | 87-0419387 | |
Entity Incorporation State Country Code | DE | |
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 Address, Address Line One | 21250 Hawthorne Boulevard | |
Entity Address, Address Line Two | Suite 800 | |
Entity Address, City or Town | Torrance | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90503 | |
City Area Code | 310 | |
Local Phone Number | 214-0065 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 49,311,864 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,671 | $ 2,487 |
Accounts receivable, net | 3,359 | 198 |
Inventories, net | 6,543 | 7,087 |
Prepaid expenses and other current assets | 1,467 | 1,485 |
Total current assets | 13,040 | 11,257 |
Property and equipment, net | 99 | 120 |
Equity method investment | 17,383 | 15,925 |
Right of use assets | 3,796 | 4,072 |
Investment in convertible bond | 28,671 | 27,866 |
Other assets | 290 | 296 |
Total assets | 63,279 | 59,536 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 6,301 | 7,460 |
Operating lease liabilities, current portion | 689 | 1,143 |
Conversion feature derivative, notes payable | 5,376 | |
Other current liabilities | 2,894 | 2,706 |
Revolving line of credit from related party | 600 | 800 |
Warrant derivative liabilities | 1,262 | 1,071 |
Notes payable, current portion | 3,291 | 4,588 |
Notes payable to related parties | 100 | 134 |
Convertible debentures, net of discount | 5,480 | |
Total current liabilities | 20,513 | 23,382 |
Operating lease liabilities, less current portion | 3,639 | 3,470 |
Other long-term liabilities | 34,476 | 34,470 |
Notes payable, less current portion | 1,500 | 222 |
Convertible notes payable | 12,526 | 3,150 |
Total liabilities | 72,654 | 64,694 |
STOCKHOLDERS’ DEFICIT | ||
Preferred stock, par value $0.001 per share, 15,000,000 shares authorized, none issued or outstanding | ||
Common stock, par value $0.001 per share, 250,000,000 shares authorized, 49,311,864 and 48,987,198 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 49 | 49 |
Additional paid-in capital | 219,924 | 218,728 |
Accumulated other comprehensive income | 1,905 | 1,144 |
Accumulated deficit | (231,253) | (225,079) |
Total stockholders’ deficit | (9,375) | (5,158) |
Total liabilities & stockholders’ deficit | $ 63,279 | $ 59,536 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 15,000,000 | 15,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 49,311,864 | 48,987,198 |
Common stock, outstanding | 49,311,864 | 48,987,198 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
REVENUES, NET | $ 6,489,000 | $ 4,360,000 | $ 11,824,000 | $ 11,314,000 |
COST OF GOODS SOLD | 430,000 | 446,000 | 866,000 | 924,000 |
GROSS PROFIT | 6,059,000 | 3,914,000 | 10,958,000 | 10,390,000 |
OPERATING EXPENSES | ||||
Research and development | 753,000 | 589,000 | 2,562,000 | 1,206,000 |
Selling | 1,453,000 | 1,135,000 | 2,736,000 | 2,203,000 |
General and administrative | 3,370,000 | 3,725,000 | 6,792,000 | 7,382,000 |
Total operating expenses | 5,576,000 | 5,449,000 | 12,090,000 | 10,791,000 |
INCOME (LOSS) FROM OPERATIONS | 483,000 | (1,535,000) | (1,132,000) | (401,000) |
OTHER INCOME (EXPENSE) | ||||
Loss on debt extinguishment | (1,425,000) | (1,172,000) | (1,425,000) | |
Change in fair value of warrant derivative liabilities | 338,000 | (101,000) | (191,000) | (76,000) |
Change in fair value of conversion feature derivative, notes payable | 2,563,000 | 35,000 | 225,000 | 6,000 |
Net gain on investment in marketable securities | (5,631,000) | 1,208,000 | ||
Net losses on equity method investment | (582,000) | (573,000) | (1,336,000) | (980,000) |
Foreign exchange loss | (43,000) | (1,000) | (1,175,000) | |
Interest and other income | 191,000 | 568,000 | 381,000 | 600,000 |
Interest expense | (653,000) | (1,309,000) | (1,707,000) | (3,109,000) |
Total other income (expense) | 1,814,000 | (8,437,000) | (4,975,000) | (3,776,000) |
INCOME (LOSS) BEFORE INCOME TAXES | 2,297,000 | (9,972,000) | (6,107,000) | (4,177,000) |
INCOME TAXES (BENEFIT) | (192,000) | (499,000) | (174,000) | (213,000) |
NET INCOME (LOSS) | 2,489,000 | (9,473,000) | (5,933,000) | (3,964,000) |
COMPONENTS OF OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Unrealized gain on debt securities available for sale (net of tax) | 546,000 | 604,000 | ||
Foreign currency translation adjustments | (8,000) | (33,000) | 157,000 | 28,000 |
Other comprehensive income (loss) | 538,000 | (33,000) | 761,000 | 28,000 |
COMPREHENSIVE INCOME (LOSS) | $ 3,027,000 | $ (9,506,000) | $ (5,172,000) | $ (3,936,000) |
EARNINGS (NET LOSS) PER COMMON SHARE - BASIC and DILUTED | $ 0.05 | $ (0.19) | $ (0.12) | $ (0.08) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | 49,311,864 | 48,987,189 | 49,193,474 | 48,805,829 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Income (Loss) [Member] |
Balance, beginning at Dec. 31, 2019 | $ (11,053) | $ 48 | $ 215,207 | $ (79) | $ (226,229) |
Balance, beginning (in shares) at Dec. 31, 2019 | 48,471,446 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Fair value of warrants including down-round protection adjustments | 400 | 600 | (200) | ||
Common stock issued for cash (net of issuance cost) | 142 | $ 1 | 141 | ||
Common stock issued for cash (net of issuance cost), shares | 515,743 | ||||
Share-based compensation | 209 | 209 | |||
Foreign currency translation adjustments | 61 | 61 | |||
Net income (loss) | 5,509 | 5,509 | |||
Balance, ending at Mar. 31, 2020 | (4,732) | $ 49 | 216,157 | (18) | (220,920) |
Balance, ending (in shares) at Mar. 31, 2020 | 48,987,189 | ||||
Balance, beginning at Dec. 31, 2019 | (11,053) | $ 48 | 215,207 | (79) | (226,229) |
Balance, beginning (in shares) at Dec. 31, 2019 | 48,471,446 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Foreign currency translation adjustments | 28 | ||||
Net income (loss) | (3,964) | ||||
Balance, ending at Jun. 30, 2020 | (14,019) | $ 49 | 216,376 | (51) | (230,393) |
Balance, ending (in shares) at Jun. 30, 2020 | 48,987,189 | ||||
Balance, beginning at Mar. 31, 2020 | (4,732) | $ 49 | 216,157 | (18) | (220,920) |
Balance, beginning (in shares) at Mar. 31, 2020 | 48,987,189 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 219 | 219 | |||
Foreign currency translation adjustments | (33) | (33) | |||
Net income (loss) | (9,473) | (9,473) | |||
Balance, ending at Jun. 30, 2020 | (14,019) | $ 49 | 216,376 | (51) | (230,393) |
Balance, ending (in shares) at Jun. 30, 2020 | 48,987,189 | ||||
Balance, beginning at Dec. 31, 2020 | (5,158) | $ 49 | 218,728 | 1,144 | (225,079) |
Balance, beginning (in shares) at Dec. 31, 2020 | 48,987,189 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Fair value of warrants including down-round protection adjustments | 241 | (241) | |||
Common stock issued for services | 500 | 500 | |||
Common stock issued for services (in shares) | 324,675 | ||||
Share-based compensation | 181 | 181 | |||
Unrealized gain on debt securities available for sale (net of tax) | 58 | 58 | |||
Foreign currency translation adjustments | 165 | 165 | |||
Net income (loss) | (8,422) | (8,422) | |||
Balance, ending at Mar. 31, 2021 | (12,676) | $ 49 | 219,650 | 1,367 | (233,742) |
Balance, ending (in shares) at Mar. 31, 2021 | 49,311,864 | ||||
Balance, beginning at Dec. 31, 2020 | (5,158) | $ 49 | 218,728 | 1,144 | (225,079) |
Balance, beginning (in shares) at Dec. 31, 2020 | 48,987,189 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Unrealized gain on debt securities available for sale (net of tax) | 604 | ||||
Foreign currency translation adjustments | 157 | ||||
Net income (loss) | (5,933) | ||||
Balance, ending at Jun. 30, 2021 | (9,375) | $ 49 | 219,924 | 1,905 | (231,253) |
Balance, ending (in shares) at Jun. 30, 2021 | 49,311,864 | ||||
Balance, beginning at Mar. 31, 2021 | (12,676) | $ 49 | 219,650 | 1,367 | (233,742) |
Balance, beginning (in shares) at Mar. 31, 2021 | 49,311,864 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 274 | 274 | |||
Unrealized gain on debt securities available for sale (net of tax) | 546 | 546 | |||
Foreign currency translation adjustments | (8) | (8) | |||
Net income (loss) | 2,489 | 2,489 | |||
Balance, ending at Jun. 30, 2021 | $ (9,375) | $ 49 | $ 219,924 | $ 1,905 | $ (231,253) |
Balance, ending (in shares) at Jun. 30, 2021 | 49,311,864 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (5,933) | $ (3,964) |
Adjustments to reconcile net loss to net cash flows used in operating activities | ||
Depreciation and amortization | 30 | 30 |
Inventory reserve | 300 | 375 |
Amortization of discount of notes payable and convertible notes payable | 1,028 | 2,102 |
Foreign exchange adjustments | 1,215 | (70) |
Tax benefit recognized on unrealized gain on debt securities | (201) | |
Net gain on investment in marketable securities | (1,208) | |
Loss on equity method investment | 1,336 | 980 |
Loss on debt extinguishment | 1,172 | 1,425 |
Gain on disposal of property and equipment | (1) | |
Share-based compensation | 455 | 428 |
Shares issued for services | 500 | |
Change in fair value of warrant derivative liabilities | 191 | 76 |
Change in fair value of conversion feature derivative, notes payable | (225) | (6) |
Net changes in operating assets and liabilities | ||
Accounts receivable | (3,163) | 693 |
Inventories | 237 | (267) |
Prepaid expenses and other current assets | 5 | 528 |
Other non-current assets | 272 | 183 |
Income tax receivable and payable | (14) | (295) |
Accounts payable and accrued expenses | (884) | (412) |
Other current liabilities | 197 | (4,903) |
Other long-term liabilities | (276) | 2,586 |
Net cash flows used in operating activities | (3,759) | (1,719) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Sale of marketable securities | 2,130 | |
Purchases of property and equipment | (1) | (13) |
Loan to equity method investee | (3,965) | (561) |
Net cash flows provided by (used in) investing activities | (3,966) | 1,556 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable issued, net of issuance cost and discount | 700 | 998 |
Proceeds from convertible notes payable issued, net of issuance cost and discount | 14,490 | |
Payments of notes payable | (1,079) | (200) |
Payments of convertible notes | (7,200) | (1,500) |
Proceeds from issuance of common stock, net of issuance cost | 142 | |
Net cash flows provided by (used in) financing activities | 6,911 | (560) |
Effect of exchange rate changes on cash | (2) | (7) |
Net decrease in cash, cash equivalents and restricted cash | (816) | (730) |
Cash, cash equivalents and restricted cash, beginning of period | 2,487 | 1,769 |
Cash, cash equivalents and restricted cash, end of period | 1,671 | 1,039 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES | ||
Interest paid | 590 | 802 |
Income taxes paid | 41 | 82 |
NON-CASH INVESING AND FINANCING ACTIVITIES | ||
Debt discount due to conversion features derivative | $ 5,555 | |
Debt discount due to warrant issued with debt | $ 400 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 — BASIS OF PRESENTATION The accompanying unaudited condensed consolidated interim financial statements of Emmaus Life Sciences, Inc., (“Emmaus”) and its direct and indirect consolidated subsidiaries (collectively, “we,” “our,” “us” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All significant intercompany transactions have been eliminated. The Company’s unaudited condensed consolidated interim financial statements contain adjustments, including normal recurring accruals necessary to fairly state the Company’s consolidated financial position, results of operations and cash flows. The condensed consolidated interim financial statements should be read in conjunction with the Annual Report on Form 10-K/A for the year ended December 31, 2020 (the “Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on August 10, 2021. The accompanying condensed consolidated balance sheet at December 31, 2020 has been derived from the audited consolidated balance sheet at December 31, 2020 contained in the Form 10-K/A. The results of operations for the three and six months ended June 30, 2021, are not necessarily indicative of the results to be expected for the full year or any future interim period. Organization and Nature of Operations The Company is a commercial-stage biopharmaceutical company engaged in the discovery, development, marketing and sales of innovative treatments and therapies primarily for rare and orphan diseases. On July 17, 2019, we completed a merger transaction with EMI Holding, Inc., formerly known as Emmaus Life Sciences, Inc. (“EMI”), into a subsidiary of the Company (the “Merger”), with EMI surviving the Merger as a wholly owned subsidiary. Immediately after completion of the Merger, we changed our name to “Emmaus Life Sciences, Inc.” Principles of consolidation —The consolidated financial statements include the accounts of Emmaus and its direct and indirect consolidated subsidiaries. All significant intercompany transactions have been eliminated. The preparation of the consolidated financial statements requires the use of management estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses for the reported period. Actual results could differ materially from those estimates. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in the Company’s Annual Report on Form 10K/A for the year ended December 31, 2020. There have been no material changes in these policies or their application. Management has considered all recent accounting pronouncements will not have a material effect on the Company’s condensed consolidated financial statements. Restricted cash — Restricted cash includes proceeds received from the sales of shares of Telcon RF Pharmaceutical, Inc., a Korean corporation (formerly, Telcon Inc. and herein “Telcon”) earmarked for the purchase of Telcon convertible bond per the December 23, 2019 agreement with Telcon. See Note 5 for the additional details. Reconciliation of cash, cash equivalent and restricted cash are as follows: As of June 30, 2021 2020 Cash and cash equivalents $ 1,671 $ 1,032 Restricted cash — 7 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 1,671 $ 1,039 Factoring accounts receivables — The Company entered into a factoring agreement with Prestige Capital Finance, LLC on February 22, 2021. Under the agreement, the Company may factor its accounts receivables of up to 70% of the face value with maximum outstanding balance of $7.5 million and the fee ranges between 2.25% and 7.25% depending on the period when customers pay the outstanding accounts receivables. The Company had no factoring accounts receivables balance outstanding as of June 30, 2021. For three month s and six month s ended June 3 0 , 2021, the Company incurred approximately $ and $ 75,000 of factoring fees , respectively . Net loss per share — In accordance with ASC 260, “Earnings per Share, ” the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding. Dilutive loss per share is computed in a manner similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of June 30, 2021 and June 30, 2020, the Company had outstanding potentially dilutive securities exercisable for or convertible into 23,326,667 shares and 17,288,829 shares, respectively, of the Company’s common stock. No potentially dilutive securities were included in the calculation of diluted net income per share since the potential dilutive securities were out of the money for the period ended June 30, 2020 and were anti-dilutive for period ended June 30, 2021. |
REVENUES
REVENUES | 6 Months Ended |
Jun. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
REVENUES | NOTE 3 — REVENUES Revenues disaggregated by category were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Endari® $ 6,445 $ 4,349 $ 11,596 $ 11,063 Other 44 11 228 251 Revenues, net $ 6,489 $ 4,360 $ 11,824 $ 11,314 The following table summarizes the revenue allowance and accrual activities for the six months ended June 30, 2021 and June 30, 2020 (in thousands): Trade Discounts, Allowances and Chargebacks Government Rebates and Other Incentives Returns Total Balance as of December 31, 2020 $ 134 $ 2,119 $ 473 $ 2,726 Provision related to sales in the current year 1,417 1,870 127 3,414 Adjustments related prior period sales 12 5 (59 ) (42 ) Credit and payments made (581 ) (1,657 ) (20 ) (2,258 ) Balance as of June 30, 2021 $ 982 $ 2,337 $ 521 $ 3,840 Balance as of December 31, 2019 $ 228 $ 1,354 $ 315 $ 1,897 Provision related to sales in the current year 1,438 1,955 118 3,511 Adjustments related prior period sales 16 (43 ) (43 ) (70 ) Credit and payments made (1,208 ) (1,324 ) — (2,532 ) Balance as of June 30, 2020 $ 474 $ 1,942 $ 390 $ 2,806 The following table summarizes revenues attributable to each of our customers that accounted for 10% or more of our total revenues (as a percentage of net revenues): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Customer A 48 % 55 % 54 % 54 % Customer B 36 % 20 % 28 % 24 % The Company is party to a distributor agreement with Telcon pursuant to which it granted Telcon exclusive rights to the Company’s prescription grade L-glutamine (“PGLG”) oral powder for the treatment of diverticulosis in South Korea, Japan and China in exchange for Telcon’s payment of a $10 million upfront fee and agreement to purchase from us specified minimum quantities of the finished product. In a related license agreement with Telcon, the Company agreed to use commercially reasonable best efforts to obtain product registration in these territories within three years of obtaining FDA marketing authorization for PGLG in this indication. Telcon has the right to terminate the distributor agreement in certain circumstances for failure to obtain such product registrations, in which event the Company would be obliged to return to Telcon the $10 million upfront fee. The upfront fee of $10 million is included in other long-term liabilities as unearned revenue as of June 30, 2021 and December 31, 20 2 0. Refer to Note 11 and for additional transaction details. |
SELECTED FINANCIAL STATEMENT CA
SELECTED FINANCIAL STATEMENT CAPTIONS - ASSETS | 6 Months Ended |
Jun. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
SELECTED FINANCIAL STATEMENT CAPTIONS - ASSETS | NOTE 4 — SELECTED FINANCIAL STATEMENT CAPTIONS - ASSETS Inventories consisted of the following (in thousands): June 30, 2021 December 31, 2020 Raw materials and components $ 1,439 $ 1,486 Work-in-process 315 721 Finished goods 6,276 6,064 Inventory reserve (1,487 ) (1,184 ) Total $ 6,543 $ 7,087 Prepaid expenses and other current assets consisted of the following (in thousands): June 30, 2021 December 31, 2020 Prepaid insurance $ 355 $ 388 Prepaid expenses 332 454 Due from EJ Holdings 509 376 Other current assets 271 267 Total $ 1,467 $ 1,485 Property and equipment consisted of the following (in thousands): June 30, 2021 December 31, 2020 Equipment $ 332 $ 347 Leasehold improvements 39 39 Furniture and fixtures 99 99 Total property and equipment 470 485 Less: accumulated depreciation (371 ) (365 ) Property and Equipment, net $ 99 $ 120 During the three months ended June 30, 2021 and 2020, depreciation expense was approximately $12,000 and $11,000 respectively. During the six months ended June 30, 2021 and 2020, depreciation expense were approximately $23,000 for both period. |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Investments [Abstract] | |
INVESTMENTS | NOTE 5 — INVESTMENTS Investment in convertible bonds - On September 28, 2020, the Company entered into a convertible bond purchase agreement pursuant to which it purchased at face value a convertible bond of Telcon RF Pharmaceutical, Inc., or Telcon in the principal amount of approximately $26.1 million which matures on October 16, 2030 and bears interest at the rate of 2.1% per year, payable quarterly. Beginning on October 16, 2021, the Company will be entitled on a quarterly basis to call for early redemption of all or any portion of the principal amount of the convertible bond. The convertible bond is convertible at the holder’s option at any time and from time to time into common shares of Telcon at an initial conversion price of approximately $8.00 per share. The conversion price is subject to antidilution adjustments in the event of the issuance of Telcon shares or share equivalents at a price below the market price of Telcon shares, a merger or similar reorganization of Telcon or a stock split, reverse stock split, stock dividend or similar event. The convertible bond and any proceeds therefrom, including proceeds from any exercise of the early redemption right or the call option described below, are pledged as collateral to secure the Company’s obligations under the revised API Supply Agreement with Telcon described in Note 6 and Note 11. In connection with the purchase of the convertible bond, the Company entered into a call option agreement dated September 28, 2020 with Telcon pursuant to which Telcon or its designee is entitled to repurchase, at par, up to 50% in principal amount of the convertible bond commencing October 16, 2021 and prior to maturity. If the Company transfers the convertible bond, it will be obliged under the call option agreement to see to it that the transferee is bound by such call option. The Company has elected the fair value option method to measure the investment in the Telcon convertible bond. The investment is classified as an available for sale security and remeasured at fair value on a recurring basis using Level 3 inputs, with any changes in the fair value option recorded in other comprehensive income. The fair value and any change in fair value of the convertible bond is determined using a convertible bond lattice model. The model produces an estimated fair value based on changes in the market price of the underlying common stock. The following table sets forth the fair value and changes in fair value of the investment in convertible bonds as of June 30, 2021 and December 31, 2020 (in thousands): Investment in convertible bond June 30, 2021 December 31, 2020 Balance, beginning of period $ 27,866 $ — Fair value at issuance date — 22,059 Change in fair value included in the statement of other comprehensive income 805 5,807 Balance, end of period $ 28,671 $ 27,866 The fair value as of June 30, 2021 and December 31, 2020 was based upon following assumptions: June 30, 2021 December 31, 2020 Principal outstanding (South Korean won) KRW 30 billion KRW 30 billion Stock price KRW 4,580 KRW 6,060 Expected life (in years) 9.30 9.79 Selected yield 9.00 % 10.50 % Expected volatility (Telcon common stock) 83.02 % 85.80 % Risk-free interest rate (South Korea government bond) 2.04 % 1.72 % Expected dividend yield 0.00 % 0.00 % Conversion price KRW 4,546 KRW 6,028 Equity method investment – During 2018, the Company and Japan Industrial Partners, Inc., or JIP, formed EJ Holdings, Inc., or EJ Holdings, to acquire, own and operate an amino acids manufacturing facility in Ube, Japan. In connection with the formation, the Company invested approximately $32,000 in exchange for 40% of EJ Holdings voting shares. JIP owns 60% of EJ Holdings voting shares. In October 2018, the Company entered into a loan agreement with EJ Holdings under which the Company made an unsecured loan to EJ Holdings in the amount of $13.2 million. The loan proceeds were used by EJ Holdings to purchase the Ube facility in December 2019 and pay related taxes. The loan matures on September 30, 2028 and bears interest at the rate of 1% per year, payable annually. The parties also contemplated that he Ube facility will eventually supply the Company with the facility’s output of amino acids and the operation of the facility will be principally for our benefit and, as such, that major decisions affecting EJ Holdings and the Ube facility will be made by EJ Holdings’ board of directors, a majority of which are representatives of JIP, in consultation with the Company. During the six months ended June 30, 2021, the Company made additional $4.0 million of loans to EJ Holdings. As of June 30, 2021, and December 31, 2020, the loans receivable from EJ Holdings were approximately $21.1 million and $18.6 million, respectively . EJ Holdings is engaged in phasing in the Ube facility, including obtaining regulatory approvals for the manufacture of PGLG in accordance with cGMP. EJ Holdings has had no significant revenues since its inception, has depended on loans from the Company to acquire the Ube facility and fund its operations and will continue to be dependent on loans from the Company or other financing unless and until the Ube facility is activated and EJ Holdings can secure customers for its products. The Company has determined that EJ Holdings is a variable interest entity, or VIE, based upon the facts that the Company provided the loan financing to acquire the Ube facility and the EJ Holdings activities at the facility are principally for the Company’s benefit. JIP, however, owns 60% of EJ Holdings and is entitled to designate a majority of EJ Holdings’ board of directors and its Chief Executive Officer and outside auditors, and, as such, controls the management, business, and operations of EJ Holdings. Accordingly, the Company accounts for its variable interest in EJ Holdings under the equity method. The Company’s share of the losses of EJ Holdings are classified as net losses on equity method investment. The investment is evaluated for impairment annually and if facts and circumstances indicate that the carrying value may not be recoverable, an impairment charge would be recorded. The following table sets forth certain financial information of EJ Holdings for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (Unaudited) (Unaudited) (Unaudited) (Unaudited) REVENUES, NET $ 58 $ 61 $ 117 $ 145 GROSS PROFIT 58 61 117 145 NET LOSS $ (1,455 ) $ (1,432 ) $ (3,341 ) $ (2,449 ) |
SELECTED FINANCIAL STATEMENT _2
SELECTED FINANCIAL STATEMENT CAPTIONS - LIABILITIES | 6 Months Ended |
Jun. 30, 2021 | |
Payables And Accruals [Abstract] | |
SELECTED FINANCIAL STATEMENT CAPTIONS - LIABILITIES | NOTE 6 — SELECTED FINANCIAL STATEMENT CAPTIONS - LIABILITIES Accounts payable and accrued expenses consisted of the following at June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Accounts payable: Clinical and regulatory expenses $ 335 $ 262 Professional fees 343 252 Selling expenses 436 395 Manufacturing costs 14 596 Other vendors 200 518 Total accounts payable 1,328 2,023 Accrued interest payable, related parties 65 41 Accrued interest payable 383 627 Accrued expenses: Payroll expenses 1,075 1,053 Government rebates and other rebates 2,337 2,659 Due to EJ Holdings 427 545 Other accrued expenses 686 512 Total accrued expenses 4,525 4,769 Total accounts payable and accrued expenses $ 6,301 7,460 Other current liabilities consisted of the following at June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Trade discount $ 2,000 $ 2,000 Other current liabilities 894 706 Total other current liabilities $ 2,894 $ 2,706 Other long-term liabilities consisted of the following at June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Trade discount $ 24,453 $ 24,453 Unearned revenue 10,000 10,000 Other long-term liabilities 23 17 Total other long-term liabilities $ 34,476 $ 34,470 On June 12, 2017, the Company and Telcon entered into an API Supply Agreement, as subsequently amended (so as amended, the “API agreement”), pursuant to which Telcon advanced to the Company approximately $31.8 million as an advance trade discount in consideration of the Company’s agreement to purchase from Telcon the Company’s estimated annual targets for bulk containers of PGLG. The Company did not purchase PGLG from Telcon in the six months ended June 30, 2021 and purchased $2.0 million of PGLG in the six months ended June 30, 2020. As of June 30, 2021, and December 31, 2020, respectively, accounts payable to Telcon were |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 7 — NOTES PAYABLE Notes payable consisted of the following at June 30, 2021 and December 31, 2020 (in thousands except for number of shares): Year Issued Interest Rate Range Term of Notes Conversion Price Principal Outstanding June 30, 2021 Unamortized Discount June 30, 2021 Carrying Amount June 30, 2021 Shares Underlying June 30, 2021 Notes payable 2013 10% Due on demand — $ 903 $ — $ 903 — 2020 1% 2 years — 798 — 798 — 2021 11% Due on demand - 2 years — 3,090 — 3,090 — $ 4,791 $ — $ 4,791 — Current $ 3,291 $ — $ 3,291 — Non-current $ 1,500 $ — $ 1,500 — Notes payable - related parties 2020 12% Due on demand — 100 — 100 — $ 100 $ — $ 100 — Current $ 100 $ — $ 100 — Non-current $ — $ — $ — — Convertible notes payable 2020 12% 3 years $ 10.00 (b) 3,150 — 3,150 316,584 2021 2% 3 years $ 1.48 (a) 14,490 5,114 9,376 9,856,378 $ 17,640 $ 5,114 $ 12,526 10,172,962 Non-current $ 17,640 $ 5,114 $ 12,526 10,172,962 Total $ 22,531 $ 5,114 $ 17,417 10,172,962 Year Issued Interest Rate Range Term of Notes Conversion Price Principal Outstanding December 31, 2020 Unamortized Discount December 31, 2020 Carrying Amount December 31, 2020 Shares Underlying Notes December 31, 2020 Notes payable 2013 10% Due on demand — $ 969 $ — $ 969 — 2019 11% Due on demand — 2,899 — 2,899 — 2020 1%-11% Due on demand - 2 years — 942 — 942 — $ 4,810 $ — $ 4,810 $ — Current $ 4,588 $ — $ 4,588 — Non-current $ 222 $ — $ 222 — Notes payable - related parties 2016 10% Due on demand — $ 20 $ — $ 20 — 2019 10% Due on demand — 14 — 14 — 2020 12% Due on demand — 100 — 100 — $ 134 $ — $ 134 — Current $ 134 $ — $ 134 — Convertible debentures 2019 10% 18 months $2.00-$9.52 (a) $ 7,200 $ 1,720 $ 5,480 3,630,000 $ 7,200 $ 1,720 $ 5,480 3,630,000 Current $ 7,200 $ 1,720 $ 5,480 3,630,000 Convertible note payable 2018 10% 2 years $ 10.00 (b) $ 3,150 $ — $ 3,150 316,723 $ 3,150 $ — $ 3,150 316,723 Current $ 3,150 $ — $ 3,150 316,723 Total $ 15,294 $ 1,720 $ 13,574 3,946,723 (a) The notes are convertible to Emmaus Life Sciences, Inc. shares. (b) The notes are convertible to EMI Holdings, Inc. shares. The weighted-average stated annual interest rate of notes payable was 5% and 10% as of June 30, 2021 and December 31, 2020, respectively. The weighted-average effective annual interest rate of notes payable as of June 30, 2021 and December 31, 2020 was 14% and 37%, respectively, after giving effect to discounts relating to conversion features, warrants and deferred financing costs relating to the notes. As of June 30, 2021, future contractual principal payments due on notes payable were as follows: Year Ending 2021 (six months) $ 3,169 2022 222 2023 4,650 2024 14,490 Total $ 22,531 On March 8, 2021, the Company prepaid in full outstanding Amended and Restated 10% Senior Secured Convertible Debentures and recognized $1.2 million of loss on debt extinguishment due to recognize the remaining unamortized discount. The conversion feature of the Amended and Restated 10% Senior Secured Convertible Debentures was separately accounted for at fair value as derivative liabilities under guidance in ASC 815 that is remeasured at fair value on a recurring basis using Level 3 inputs, with any changes in the fair value of the conversion feature liabilities recorded in earnings. Upon prepayment of the Debentures, the outstanding liability was recognized in change in fair value in earnings. The following table sets forth the fair value of the conversion feature liabilities as of June 30, 2021 and December 31, 2020 (in thousands): Six Months Ended Year Ended Conversion feature liabilities — Amended and Restated 10% Senior Secured Convertible Debentures June 30, 2021 December 31, 2020 Balance, beginning of period $ 7 $ 1 Fair value at debt modification date — 118 Change in fair value included in the statement of comprehensive income (7 ) (112 ) Balance, end of period $ — $ 7 The fair value and any change in fair value of conversion feature liabilities are determined using a binomial lattice model. The model produces an estimated fair value based on changes in the price of the underlying common stock. The fair value as of December 31, 2020 was based upon following assumptions: December 31, 2020 Stock price $ 1.23 Conversion price $ 2.00 Selected yield 10.48 % Expected volatility (peer group) 95 % Expected life (in years) 0.67 Expected dividend yield — Risk-free rate Term structure The Company is party to a revolving line of credit agreement with Dr. Niihara, the Company’s Chairman and Chief Executive Officer. Under the agreement, at the Company’s request from time to time Dr. Niihara may, but is not obligated to, loan or re-loan to the Company up to $1,000,000. Outstanding amounts under the agreement are due and payable upon demand and bear interest, payable monthly, at a variable annual rate equal to the Prime Rate in effect from time to time plus 3%. In addition to the payment of interest, the Company is obligated to pay Dr. Niihara a “tax gross-up” intended to make him whole for federal and state income taxes payable by him with respect to interest paid to him in the previous year. The outstanding balance under the revolving line of credit agreement of $600,000 as of June 30, 2021 and December 31, 2020 were reflected in revolving line of credit, related party on the condensed consolidated balance sheets. With the estimated tax-gross up, the effective annual interest rate on the outstanding balance as of June 30, 2021, was 10.4%. The revolving line of credit agreement will expire on November 22, 2022. Refer to Note 12 for related party information. On May 8, 2020, the Company received a loan in the amount of $ 797,840 under the Small Business Administration Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loan, which is in the form of a Promissory Note dated April 29, 2020 , matures on April 29, 2022 and bears interest at a rate of 1 % per annum, payable monthly commencing on December 8, 2020 unless the PPP loan is forgiven prior to the date of the first monthly payment or the loan forgiveness process has commenced. The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. The loan and accrued interest are forgivable after a specific period as long as the Company uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The Company has applied for PPP loan forgiveness on October 30, 2020 . There is no assurance that the loan will be forgiven. The amount of loan forgiveness would be reduced if the Company were to terminate employees or reduce salaries during such period. The PPP loan wa s included in note s payable on the c ondensed c onsolidated b alance s heet s at June 3 0 , 2021 and December 31, 2020 . On February 9, 2021, the Company entered into a securities purchase agreement with an effective date of February 8, 2021 pursuant to which the Company agreed to sell and issue to the purchasers thereunder in a private placement pursuant to Rule 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D thereunder a total of up to $17 million in principal amount of convertible promissory notes of the Company for a purchase price equal to the principal amount thereof. As of June 30, 2021, we had sold approximately $14.5 million of the convertible promissory notes. Of the net proceeds from the sale of the convertible promissory notes, $6.2 million was used to prepay the outstanding Amended and Restated 10% Senior Secured Convertible Debentures as described above. Commencing one year from the original issue date, the convertible promissory notes will be convertible at the option of the holder into shares of the Company’s common stock at an initial conversion price of $1.48 per share, which equaled the “Average VWAP” (as defined) of the Company’s common stock on the effective date. The initial conversion price will be adjusted as of the end of each three-month period following the original issue date, commencing May 31, 2021, to equal the Average VWAP as of the end of such three-month period if such Average VWAP is less than the then-conversion price. There is no floor on the conversion price. The conversion price will be subject to further adjustment in the event of a stock split, reverse stock split or certain other events specified in the convertible promissory notes. The convertible promissory notes bear interest at the rate of 2% per year, payable semi-annually on the last business day of August and January of each year and will mature on the 3rd anniversary of the original issue date. The convertible promissory notes will become prepayable in whole or in part at the election of the holders on or after February 28, 2022 if the Company’s common stock shall not have been approved for listing on the NYSE American, the Nasdaq Capital Market or other “Trading Market” (as defined). The Company will be entitled to prepay up to 50% of the principal amount of the convertible promissory notes at any time after the first anniversary and on or before the second anniversary of the original issue date for a prepayment amount equal to the principal amount being prepaid, accrued and unpaid interest thereon and a prepayment premium equal to 50% of such principal amount. The convertible promissory notes are general, unsecured obligations of the Company. The conversion feature of the convertible promissory notes was separately accounted for at fair value as a derivative liability under guidance in ASC 815 that is remeasured at fair value on a recurring basis using Level 3 inputs, with any changes in the fair value of the conversion feature liability recorded in earnings. The following table sets forth the fair value of the conversion feature liability as of June 30, 2021 (in thousands): Six Months Ended Convertible promissory notes June 30, 2021 Balance, beginning of period $ — Fair value at issuance date 5,555 Change in fair value included in the statement of comprehensive (income) loss (179 ) Balance, end of period $ 5,376 The fair value and any change in fair value of conversion feature liability are determined using a convertible bond lattice model. The model produces an estimated fair value based on changes in the price of the underlying common stock. The fair value as of June 30, 2021 and at issuance date was based upon following assumptions: Convertible promissory notes June 30, 2021 Issuance Date Stock price $ 1.42 $ 1.41 Conversion price $ 1.48 $ 1.48 Selected yield 19.69 % 20.29 % Expected volatility 50 % 50 % Time until maturity (in years) 2.66 3.00 Dividend yield — — Risk-free rate 0.39 % 0.30 % |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 8 — STOCKHOLDERS’ DEFICIT Purchase Agreement with GPB —On December 29, 2017, the Company entered into the Purchase Agreement with GPB Debt Holdings II, LLC (“GPB”), pursuant to which the Company issued to GPB a $13 million senior secured convertible promissory note (the “GPB Note”) for an aggregate purchase price of $12.5 million, reflecting a 4.0% original issue discount. In connection with the issuance of GPB Note, the Company issued to GPB a warrant (the “GPB Warrant”) to purchase up to 240,764 of common stock at an exercise price of $10.80 per share, with customary adjustments for stock splits, stock dividends and other recapitalization events. The GPB Warrant became exercisable six months after issuance and has a term of five years from the initial exercise date. The Company determined that under ASC 815-40, GPB Warrant should be separately recognized at fair value as a liability. The warrant liability is remeasured at fair value on a recurring basis using Level 3 inputs and any change in the fair value of the liability is recorded in earnings. The following table presents the change in fair value of the GPB Warrant as of June 30, 2021 and December 31, 2020 (in thousands): Six Months Ended Year Ended Warrant Liability—GPB June 30, 2021 December 31, 2020 Balance, beginning of period $ 83 $ 38 Change in fair value included in the statement of comprehensive (income) loss 16 45 Balance, end of period $ 99 $ 83 The fair value of the warrant derivative liability was determined using the Black-Scholes option pricing model. The fair value as of June 30, 2021, and December 31, 2020 set forth in the table above was based on upon following assumptions: June 30, 2021 December 31, 2020 Adjusted exercise price $ 10.28 $ 10.28 Common stock fair value $ 1.42 $ 1.23 Risk‑free interest rate 0.25 % 0.15 % Volatility 130.00 % 120.00 % Time until expiration (years) 2.00 2.50 Expected dividend yield — — Number outstanding 252,802 252,802 Purchase Agreement with Holders of 10% Senior Secured Debentures —In October 2018, EMI sold and issued $12.2 million principal amount of 10% Senior Secured Debentures and common stock purchase warrants to purchase an aggregate of up to 1,220,000 shares of EMI common stock to a limited number of accredited investors. EMI’s obligations under the Debentures were secured by a security interest in substantially all EMI assets and guaranteed by EMI’s U.S. subsidiaries. The net proceeds of the sale of the debentures and warrants were used to fund EMI’s original $ 13.2 million loan to EJ Holdings, Inc. in October 2018 reflected o n the Company’s consolidated balance sheets . The Debentures were amended and restated in their entirety in conjunction with the Merger. Common stock purchase warrants issued in conjunction with the original Debentures also were amended and restated in their entirety in conjunction with the Merger. The Amended and Restated 10% Senior Secured Convertible Debentures issued in conjunction with the Merger were convertible at the option of each holder into shares of EMI common stock immediately prior to the Merger at a conversion price of $10.00 a share, subject to adjustment for stock splits, merger reorganizations and other customary events. The related amended and restated warrants were exercisable immediately prior to the Merger for an aggregate of 1,460,000 shares of EMI common stock at an initial exercise price of $10.00 per share. The exercise price of the warrants was subject to reduction in connection with a “going public event” such as the Merger based upon the “VWAP” (i.e., volume-weighted average trading price) of the Company common stock at the time of the Merger. Upon completion of the Merger, the amended and restated warrants became exercisable for shares of the Company common stock and Pursuant to the terms of a securities amendment agreement entered into on February 21, 2020, the Amended and Restated were once again amended and restated in their entirety to extend their maturity date to April 21, 2021 and reduce the conversion price thereof to $3.00 per share from $9.52 per share. The related amended and restate common stock purchase warrants also were amended and restated again to reduce the exercise price thereof to $3.00 per share from $5.87 per share. The newly Amended and Restated and related newly amended and restated warrants provide for so-called full-ratchet anti-dilution adjustments in the event we sell or issue shares of common stock or common stock equivalents at an effective price per share less than the conversion price of the debentures or the exercise price of the warrants, subject to certain exceptions. The conversion price of the Amended and Restated Debentures and the exercise price of the related amended and restated warrants were reduced to $2.00 a share as a result of the Company’s sale of 100,000 shares of common stock at a price of $2.00 a share under the Purchase Agreement with Lincoln Park Capital LLC described below. The Company evaluated the common stock purchase warrants issued in connection with the original issuance of the 10% Senior Secured Debentures in October 2018 under ASC 815-40 and concluded that the warrants should be separately recognized at fair value as a liability. The liability is remeasured at fair value on a recurring basis using Level 3 input and any changes in fair value is recorded in earnings. In 2019, the Debentures were amended and restated to be convertible into common stock of EMI immediately prior to completion of the Merger, which resulted in the related warrants being reclassified to equity. The warrants also were amended and restated in their entirety in connection with the Merger. On September 22, 2020, the Company and EMI entered into a securities amendment agreement (the “September 2020 Amendment”) with the holders of the Amended and Restated 10% Senior Secured Convertible Debentures described above. The September 2020 Amendment amended in certain respects the securities purchase agreement among EMI and the Debenture holders originally entered into on September 8, 2018, as amended by the February 2020 Amendment, and provides that the Debentures are to be amended in certain respects as set forth in the form of Allonge Amendment No. 1 to the debentures included in the September 2020 Agreement (the “Allonge”). Pursuant to the Allonge, the aggregate monthly redemption payments under the Debentures were reduced to $500,000 from $1,000,000 in principal amount and the maturity date of the Debentures was extended from April 21, 2021 to August 31, 2021. The monthly redemption payments resumed in September 2020 and will continue on the first day of each month thereafter commencing October 1, 2020. The remaining principal balance of the Debentures will be due and payable upon maturity, subject to mandatory prepayment in connection with certain “Capital Events” as defined. In consideration of the Debenture holder’s financial accommodations to the Company, the Company issued to the holders, pro rata based upon the relative principal amounts of their Debentures, five-year ratchet anti-dilution adjustments in the event the Company sells or issues shares of common stock or common stock equivalents at an effective price per share less than the exercise price of the warrants, subject to certain exceptions. The exercise price also remains subject to adjustment for stock splits and other customary events. In October 2018, the Company granted to T.R. Winston and its affiliates for services relating to the September 2020 Amendment common stock purchase warrants to purchase up to 75,000 shares of the Company common stock at an exercise price of $2.10 a share and otherwise on terms identical to the warrants issued to the debenture holders described above The exercise price of the amended and restated warrants was reduced to $2.00 per share in February 2020 and to $1.54 per share in March 2021 pursuant to the anti-dilution adjustment provisions of the warrants. The warrants were valued using Black-Scholes-Merton model. The fair value as of agreement date and the anti-dilution adjustment dates was based upon following assumptions: March 2, 2021 (Anti-dilution adjustment date) February 28, 2020 (Anti-dilution adjustment date) February 21, 2020 (Amendment date) Exercise price $ 1.54 $ 2.00 $ 3.00 Common stock fair value $ 1.52 $ 1.60 $ 1.89 Volatility 101.00%-120.00% 93.00 % 92.00 % Risk-free rate 0.21%-0.58% 0.86 % 1.29 % Expected life (in years) 2.64-4.56 3.54 3.56 Purchase agreement with Holder of a Convertible Promissory Note - On June 15, 2020, the holder of a convertible promissory note in the principal amount of $3,150,000 agreed to an extension of the maturity date to June 15, 2023 in exchange for an increase in the interest rate on the note from 11% to 12%. In conjunction with this amendment, the Company issued to the holder of note five-year The following table presents the fair value and the change in fair value of the warrants as of June 30, 2021 and December 31, 2020 (in thousands): Warrant liability—Wealth Threshold June 30, 2021 December 31, 2020 Balance, beginning of period $ 988 $ — Fair value at issuance date — 1,425 Change in fair value included in the statement of comprehensive income (loss) 175 (437 ) Balance, end of period $ 1,163 $ 988 The fair value of the warrant derivative liability was determined using the Black-Scholes Merton model and was based upon following assumptions: June 30, 2021 December 31, 2020 Exercise price $ 2.05 $ 2.05 Stock price $ 1.42 $ 1.68 Risk‑free interest rate 0.66 % 0.31 % Expected volatility (peer group) 106.00 % 101.00 % Expected life (in years) 3.96 4.46 Expected dividend yield — — Number outstanding 1,250,000 1,250,000 A summary of outstanding warrants as of June 30, 2021 and December 31, 2020 is presented below: June 30, 2021 December 31, 2020 Warrants outstanding, beginning of period 8,439,480 4,931,099 Granted — 3,625,000 Exercised — — Cancelled, forfeited or expired (203,463 ) (116,619 ) Warrants outstanding, end of period 8,236,017 8,439,480 A summary of outstanding warrants by year issued and exercise price as of June 30, 2021 is presented below: Outstanding Exercisable Year issued and Exercise Price Number of Warrants Issued Weighted-Average Remaining Contractual Life (Years) Weighted-Average Exercise Price Total Weighted-Average Exercise Price Prior to January 1, 2020 $1.54-$36.24 4,611,017 1.64 $ 9.14 4,611,017 $ 9.14 Prior to Jan 1, 2020 Total 4,611,017 4,611,017 At December 31, 2020 $ 2.05 1,250,000 3.96 $ 2.05 — — $ 1.54 2,375,000 4.20 $ 1.54 2,375,000 $ 1.54 2020 Total 3,625,000 2,375,000 At June 30, 2021 $ — — — $ — — $ — Grand Total 8,236,017 Grand Total 6,986,017 Summary of Plans – Upon completion of the Merger, the EMI Amended and Restated 2011 Stock Incentive Plan was assumed by the Company. The 2011 Stock Incentive Plan permits grants of incentive stock options to employees, including executive officers, and other share-based awards such as stock appreciation rights, restricted stock, stock units, stock bonus and unrestricted stock awards to employees, directors, and consultants for up to 9,000,000 shares of common stock . Options granted under the 2011 Stock Incentive Plan expire ten years after grant. Options granted to directors vest in equal quarterly installments and all other option grants vest over a minimum period of three years, in each case, subject to the optionee’s all based on continuous service with the Company. Each stock option outstanding under the 2011 Stock Incentive Plan at the effective time of the Merger was automatically converted into a stock option to purchase a number of shares of the Company’s common stock and at an exercise price calculated based on the exchange ratio in the Merger. The Company also has an Amended and Restated 2012 Omnibus Incentive Compensation Plan under which the Company may grant stock options and other stock awards to selected employees including officers, and to non-employee consultants and non-employee directors. All outstanding stock award under the 2012 Omnibus Incentive Compensation Plan were fully vested prior to the Merger and the Company intends not to make any further awards under thereunder. Stock options —During the six months ended June 30, 2021, the Company did not issue any stock options. During the year ended December 31, 2020, the Company granted stock options to purchase 90,000 shares of common stock. All the options are exercisable for ten years from the date of grant and will vest and become exercisable with respect to the underlying shares as follows: as to one‑third two‑thirds . A summary of outstanding stock options as of June 30, 2021 and December 31, 2020 is presented below. June 30, 2021 December 31, 2020 Number of Options Weighted‑ Average Exercise Price Number of Options Weighted‑ Average Exercise Price Options outstanding, beginning of period 7,110,025 $ 4.63 7,245,350 $ 4.68 Granted or deemed granted — — 90,000 $ 2.05 Exercised — — — — Cancelled, forfeited and expired (1,125,753 ) $ 3.82 (225,325 ) $ 5.08 Options outstanding, end of period 5,984,272 $ 4.78 7,110,025 $ 4.63 Options exercisable, end of period 5,915,180 $ 4.05 6,986,268 $ 4.47 Options available for future grant — (a) 2,302,475 (a) Option plans were expired and therefore no options available for future grants. During the three months ended June 30, 2021 and June 30, 2020, the Company recognized $0.3 million and $0.2 million of share-based compensation expense, respectively. During each of the six months ended June 30, 2021 and June 30, 2020, the Company recognized $0.5 million and $0.4 million of Purchase Agreement with Lincoln Park Capital Fund, LLC — On February 28, 2020, the Company entered into a Purchase Agreement with Lincoln Park Capital Fund, LLC (“LPC”), pursuant to which the Company may elect to sell to LPC from time to time up to $25,000,000 in shares of its common stock, subject to certain limitations and conditions set forth in the Purchase Agreement, including 100,000 initial shares that the Company sold to LPC at a price of $2.00 per share. Pursuant to the Purchase Agreement, on any business day over the 36-month term of the Purchase Agreement the Company has the right at its discretion and subject to certain conditions to direct LPC to purchase up to 20,000 shares of common stock, which amount is subject to increase under certain circumstances based upon increases in the market price of its common stock. The purchase price of the common stock will be based upon the prevailing market price of common stock at the time of the purchase without any fixed discount. In addition, the Company may direct LPC to purchase additional amounts as accelerated purchases and additional accelerated purchases under certain circumstances. Apart from the initial sale of shares described above, the Company is not obliged to sell any shares of common stock pursuant to the Purchase Agreement, and the Company will control the timing and amount of any such sales, but in no event will LPC be required to purchase more than $1,000,000 of common stock in any single regular purchase (excluding accelerated or additional accelerated purchases). Concurrently with the execution of the Purchase Agreement on February 28, 2020, the Company entered into a Registration Rights Agreement pursuant to which the Company agreed to file a prospectus supplement pursuant to Rule 424(b) relating to the sale shares of common stock to be issued and sold to LPC under the Purchase Agreement under our effective shelf registration statement or a new registration statement and to use our reasonable best efforts to keep such registration statement effective during the term of the Purchase Agreement. The Purchase Agreement contains customary representations, warranties, indemnification rights and other obligations and agreements of the company and LPC. There are no limitations and conditions to completing future transactions other than a prohibition against entering into a “Variable Rate Transaction” as defined in the Purchase Agreement. There is no upper limit on the price per share that LPC could be obligated to pay for common stock, but shares will only be sold to LPC on a day the Company’s closing price is less than the floor price as set forth in the Purchase Agreement and if the sale of the shares would not result in LPC and its affiliates having beneficial ownership of more than 4.99% of the Company’s total outstanding shares of common stock. The Company has the right to terminate the Purchase Agreement at any time, at no cost or penalty. As consideration for LPC’s commitments under the Purchase Agreement, the Company issued to LPC 415,743 shares of common stock, which valued at $750,000, recorded as an addition to equity for common stock and reduction for cost of capital raised. As of the date of filing of this Quarterly Report, the Company was out of compliance with certain terms and conditions of the Purchase Agreement and unable to utilize the Purchase Agreement. The Company may seek to bring itself into compliance or seek an appropriate waiver from LPC to regain the ability to utilize the Purchase Agreement, but there can be no assurance when or whether the Company may be able to do so. If the Company is able to utilize the Purchase Agreement, whether or to what extent the Company sells shares of common stock to LPC under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, its net revenue and other results of operations, its working capital and other funding needs, the prevailing market prices of the Company’s common stock and the availability of other sources of funding. Collaborative Research and Development Agreement with Kainos Medicine, Inc — On February 26, 2021, the Company entered into an agreement with Kainos Medicine, Inc. (“Kainos”) to lead the preclinical development of Kainos’ patented IRAK4 inhibitor (“KM10544”) as an anti-cancer drug and further advance the research and development activity currently underway at Kainos. With this agreement in place, Kainos plans to complete the study of the therapeutic mechanism of action ("MOA") of KM10544 in solid cancers, blood cancers and lymphoma. The Company will be responsible for the investigation and proof of target disease selection, efficacy and safety. The companies also entered into a letter of intent regarding possible future joint development of small molecule therapeutics and other pharmaceutical assets. Pursuant to the agreement, the Company paid $500,000 in cash and issued 324,675 of the Company’s shares equivalent to $500,000 in consideration for entering into the agreement, which were recorded as research and development expenses in the condensed consolidated statements of operations and comprehensive income (loss). The Company, in turn, has been granted rights of first negotiation and first refusal for an exclusive license regarding the development and commercialization of products based on the intellectual property resulting from the agreement. |
INCOME TAX
INCOME TAX | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 9 — INCOME TAX The quarterly provision for or benefit from income taxes is separately computed at an estimated annual effective tax rate to the year-to-date pre-tax income (loss) and other comprehensive income. For the three and six months ended June 30, 2021, the Company recorded income tax benefit of $192,000 and $174,000 million respectively. For three and six month ended June 30, 2020, the Company recorded income tax benefit of $0.5 million and $0.2 million. The Company did not record a provision for federal income tax due to its net operating loss carryforwards. The Company established a full valuation allowance against its federal and state deferred tax asset and there was no unrecognized tax benefit as of June 30, 2021 and 2020. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
LEASES | NOTE 10 — LEASES Operating leases — The Company leases its office space under operating leases with unrelated entities. The Company leases 21,293 square feet of office space for our headquarters in Torrance, California, at a base rental of $80,886 per month, which lease will expire on September 30, 2026. The Company also leases an additional 1,850 square feet office space in New York, New York, at a base rent of $8,691, which lease will expire on January 31, 2023. In addition, the Company leases 1,322 square feet of office space in Tokyo, Japan, which lease will expire on September 30, 2022 and 1,163 square feet of office space in Dubai,m United Arb Emirates, which lease will expire on June 19, 2023. The rent expense during the three months ended June 30, 2021 and 2020 amounted to approximately $288,000 and $298,000, respectively, and during the six months ended June 30, 2021 and June 30, 2020 amounted to approximately $589,000 and $609,000, respectively. Future minimum lease payments under the lease agreements were as follows as of June 30, 2021 (in thousands): Amount 2021 (six months) $ 577 2022 1,172 2023 1,058 2024 1,063 2025 and thereafter 1,928 Total lease payments 5,798 Less: Interest 1,470 Present value of lease liabilities $ 4,328 As of June 30, 2021, the Company had an operating lease right-of-use asset of $3.8 million and lease liability of $4.3 million in the balance sheet. The weighted average remaining term of the Company’s leases as of June 30, 2021 was 5.0 years and the weighted-average discount rate was 11.5%. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 — COMMITMENTS AND CONTINGENCIES API Supply Agreement — On June 12, 2017, the Company entered into an API Supply Agreement with Telcon pursuant to which Telcon paid the Company approximately $31.8 million in consideration of the right to supply 25% of the Company’s requirements for bulk containers of PGLG for a fifteen-year (the “Revised API Agreement”) . The Revised API Agreement is effective for a term of five years and will renew automatically for 10 successive one-year renewal periods, except as either party may determine. In the Revised API Agreement, the Company has agreed to purchase a total of 940,000 kilograms of PGLG at $50 per kilogram, or a total of $47.0 million, over the term of the agreement. In September 2018, the Company entered into an agreement with Ajinomoto Health and Nutrition North America, Inc. (“Ajinomoto”), the producer of the PGLG, and Telcon to facilitate Telcon’s purchase of PGLG from Ajinomoto for resale to the Company under the Revised API Agreement. On June 16, 2019, the Company entered into an agreement with Telcon to adjust the price payable to Telcon under the Revised API Agreement from $50 per kilogram of PGLG purchased from Telcon is recorded in inventory at net realizable value and the excess purchase price is recorded against deferred trade discount. Refer to Note 6 for more information. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 — RELATED PARTY TRANSACTIONS The following table sets forth information relating to loans from related parties outstanding on or at any time during the six months ended June 30, 2021 (in thousands): Class Lender Interest Rate Date of Loan Term of Loan Principal Amount Outstanding at June 30, 2021 Highest Principal Outstanding Amount of Principal Repaid Amount of Interest Paid Current, Promissory note payable to related parties: Willis Lee (2) 12% 10/29/2020 Due on Demand 100 100 — — Subtotal 100 100 — — Revolving line of credit agreement Yutaka Niihara (2) 5.25% 12/27/2019 Due on Demand 600 800 — 47 Subtotal 600 800 — 47 Total $ 700 $ 900 $ — $ 47 The following table sets forth information relating to loans from related parties outstanding at any time during the year ended December 31, 2020: Class Lender Interest Rate Date of Loan Term of Loan Principal Amount Outstanding at December 31, 2020 Highest Principal Outstanding Amount of Principal Repaid Amount of Interest Paid Current, Promissory note payable to related parties: Lan T. Tran (2) 10% 4/29/2016 Due on Demand $ 20 $ 20 $ — $ — Lan T. Tran (2) 11% 2/10/2018 Due on Demand — 159 159 35 Lan T. Tran (2) 10% 2/9/2019 Due on Demand 14 14 — — Hope Int'l Hospice (1) 12% 9/1/2020 Due on Demand — 194 194 2 Hope Int'l Homecare (1) 12% 9/1/2020 Due on Demand — 189 189 1 Soomi Niihara (1) 12% 9/1/2020 Due on Demand — 98 98 4 Soomi Niihara (1) 12% 10/28/2020 Due on Demand — 395 395 12 Willis Lee (2) 12% 9/1/2020 Due on Demand — 685 685 1 Willis Lee (2) 12% 10/29/2020 Due on Demand 100 100 100 — Subtotal 134 1,854 1,820 55 Revolving line of credit Yutaka Niihara (2) 5.25% 12/27/2019 Due on Demand 800 800 200 37 Subtotal 800 800 200 37 Total $ 934 $ 2,654 $ 2,020 $ 92 (1) Dr. Niihara, a Director and the Chairman, and Chief Executive Officer of the Company, is also a director and the Chief Executive Officer of Hope International Hospice, Inc. (2) Officer. S ee Notes 6 and 11 for a discussion of the Company’s agreements with Telcon, which holds 4,147,491 shares of the Company common stock, or approximately 8.4% of the common stock outstanding as of June 30, 2021. As of June 30, 2020, the Company held a Telcon convertible bond in the principal amount of approximately $27.9 million as discussed in Note 5 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 — SUBSEQUENT EVENTS The Company evaluated events subsequent to the balance sheet date through the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Organization and Nature of Operations | Organization and Nature of Operations The Company is a commercial-stage biopharmaceutical company engaged in the discovery, development, marketing and sales of innovative treatments and therapies primarily for rare and orphan diseases. On July 17, 2019, we completed a merger transaction with EMI Holding, Inc., formerly known as Emmaus Life Sciences, Inc. (“EMI”), into a subsidiary of the Company (the “Merger”), with EMI surviving the Merger as a wholly owned subsidiary. Immediately after completion of the Merger, we changed our name to “Emmaus Life Sciences, Inc.” |
Principles of consolidation | Principles of consolidation —The consolidated financial statements include the accounts of Emmaus and its direct and indirect consolidated subsidiaries. All significant intercompany transactions have been eliminated. The preparation of the consolidated financial statements requires the use of management estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses for the reported period. Actual results could differ materially from those estimates. |
Restricted cash | Restricted cash — Restricted cash includes proceeds received from the sales of shares of Telcon RF Pharmaceutical, Inc., a Korean corporation (formerly, Telcon Inc. and herein “Telcon”) earmarked for the purchase of Telcon convertible bond per the December 23, 2019 agreement with Telcon. See Note 5 for the additional details. Reconciliation of cash, cash equivalent and restricted cash are as follows: As of June 30, 2021 2020 Cash and cash equivalents $ 1,671 $ 1,032 Restricted cash — 7 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 1,671 $ 1,039 |
Factoring accounts receivables | Factoring accounts receivables — The Company entered into a factoring agreement with Prestige Capital Finance, LLC on February 22, 2021. Under the agreement, the Company may factor its accounts receivables of up to 70% of the face value with maximum outstanding balance of $7.5 million and the fee ranges between 2.25% and 7.25% depending on the period when customers pay the outstanding accounts receivables. The Company had no factoring accounts receivables balance outstanding as of June 30, 2021. For three month s and six month s ended June 3 0 , 2021, the Company incurred approximately $ and $ 75,000 of factoring fees , respectively . |
Net loss per share | Net loss per share — In accordance with ASC 260, “Earnings per Share, ” the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding. Dilutive loss per share is computed in a manner similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of June 30, 2021 and June 30, 2020, the Company had outstanding potentially dilutive securities exercisable for or convertible into 23,326,667 shares and 17,288,829 shares, respectively, of the Company’s common stock. No potentially dilutive securities were included in the calculation of diluted net income per share since the potential dilutive securities were out of the money for the period ended June 30, 2020 and were anti-dilutive for period ended June 30, 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | Restricted cash — Restricted cash includes proceeds received from the sales of shares of Telcon RF Pharmaceutical, Inc., a Korean corporation (formerly, Telcon Inc. and herein “Telcon”) earmarked for the purchase of Telcon convertible bond per the December 23, 2019 agreement with Telcon. See Note 5 for the additional details. Reconciliation of cash, cash equivalent and restricted cash are as follows: As of June 30, 2021 2020 Cash and cash equivalents $ 1,671 $ 1,032 Restricted cash — 7 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 1,671 $ 1,039 |
REVENUES (Tables)
REVENUES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Summary of revenues disaggregated by category | Revenues disaggregated by category were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Endari® $ 6,445 $ 4,349 $ 11,596 $ 11,063 Other 44 11 228 251 Revenues, net $ 6,489 $ 4,360 $ 11,824 $ 11,314 |
Revenue Allowance and Accrual Activities | The following table summarizes the revenue allowance and accrual activities for the six months ended June 30, 2021 and June 30, 2020 (in thousands): Trade Discounts, Allowances and Chargebacks Government Rebates and Other Incentives Returns Total Balance as of December 31, 2020 $ 134 $ 2,119 $ 473 $ 2,726 Provision related to sales in the current year 1,417 1,870 127 3,414 Adjustments related prior period sales 12 5 (59 ) (42 ) Credit and payments made (581 ) (1,657 ) (20 ) (2,258 ) Balance as of June 30, 2021 $ 982 $ 2,337 $ 521 $ 3,840 Balance as of December 31, 2019 $ 228 $ 1,354 $ 315 $ 1,897 Provision related to sales in the current year 1,438 1,955 118 3,511 Adjustments related prior period sales 16 (43 ) (43 ) (70 ) Credit and payments made (1,208 ) (1,324 ) — (2,532 ) Balance as of June 30, 2020 $ 474 $ 1,942 $ 390 $ 2,806 |
Summarizes revenues from each of our customers accounted for 10% or more of net revenues | The following table summarizes revenues attributable to each of our customers that accounted for 10% or more of our total revenues (as a percentage of net revenues): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Customer A 48 % 55 % 54 % 54 % Customer B 36 % 20 % 28 % 24 % |
SELECTED FINANCIAL STATEMENT _3
SELECTED FINANCIAL STATEMENT CAPTIONS - ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of inventory | Inventories consisted of the following (in thousands): June 30, 2021 December 31, 2020 Raw materials and components $ 1,439 $ 1,486 Work-in-process 315 721 Finished goods 6,276 6,064 Inventory reserve (1,487 ) (1,184 ) Total $ 6,543 $ 7,087 |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following (in thousands): June 30, 2021 December 31, 2020 Prepaid insurance $ 355 $ 388 Prepaid expenses 332 454 Due from EJ Holdings 509 376 Other current assets 271 267 Total $ 1,467 $ 1,485 |
Schedule of property and equipment | Property and equipment consisted of the following (in thousands): June 30, 2021 December 31, 2020 Equipment $ 332 $ 347 Leasehold improvements 39 39 Furniture and fixtures 99 99 Total property and equipment 470 485 Less: accumulated depreciation (371 ) (365 ) Property and Equipment, net $ 99 $ 120 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments [Abstract] | |
Schedule of Fair Value and Changes in Fair Value of Investment in Convertible Bonds | The following table sets forth the fair value and changes in fair value of the investment in convertible bonds as of June 30, 2021 and December 31, 2020 (in thousands): Investment in convertible bond June 30, 2021 December 31, 2020 Balance, beginning of period $ 27,866 $ — Fair value at issuance date — 22,059 Change in fair value included in the statement of other comprehensive income 805 5,807 Balance, end of period $ 28,671 $ 27,866 |
Schedule of Fair Value Based upon Assumptions | The fair value as of June 30, 2021 and December 31, 2020 was based upon following assumptions: June 30, 2021 December 31, 2020 Principal outstanding (South Korean won) KRW 30 billion KRW 30 billion Stock price KRW 4,580 KRW 6,060 Expected life (in years) 9.30 9.79 Selected yield 9.00 % 10.50 % Expected volatility (Telcon common stock) 83.02 % 85.80 % Risk-free interest rate (South Korea government bond) 2.04 % 1.72 % Expected dividend yield 0.00 % 0.00 % Conversion price KRW 4,546 KRW 6,028 |
Schedule of Certain Financial Information of EJ Holdings | The following table sets forth certain financial information of EJ Holdings for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (Unaudited) (Unaudited) (Unaudited) (Unaudited) REVENUES, NET $ 58 $ 61 $ 117 $ 145 GROSS PROFIT 58 61 117 145 NET LOSS $ (1,455 ) $ (1,432 ) $ (3,341 ) $ (2,449 ) |
SELECTED FINANCIAL STATEMENT _4
SELECTED FINANCIAL STATEMENT CAPTIONS - LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | Accounts payable and accrued expenses consisted of the following at June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Accounts payable: Clinical and regulatory expenses $ 335 $ 262 Professional fees 343 252 Selling expenses 436 395 Manufacturing costs 14 596 Other vendors 200 518 Total accounts payable 1,328 2,023 Accrued interest payable, related parties 65 41 Accrued interest payable 383 627 Accrued expenses: Payroll expenses 1,075 1,053 Government rebates and other rebates 2,337 2,659 Due to EJ Holdings 427 545 Other accrued expenses 686 512 Total accrued expenses 4,525 4,769 Total accounts payable and accrued expenses $ 6,301 7,460 |
Schedule of other current liabilities | Other current liabilities consisted of the following at June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Trade discount $ 2,000 $ 2,000 Other current liabilities 894 706 Total other current liabilities $ 2,894 $ 2,706 |
Schedule of other long-term liabilities | Other long-term liabilities consisted of the following at June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Trade discount $ 24,453 $ 24,453 Unearned revenue 10,000 10,000 Other long-term liabilities 23 17 Total other long-term liabilities $ 34,476 $ 34,470 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Schedule of notes payable | Notes payable consisted of the following at June 30, 2021 and December 31, 2020 (in thousands except for number of shares): Year Issued Interest Rate Range Term of Notes Conversion Price Principal Outstanding June 30, 2021 Unamortized Discount June 30, 2021 Carrying Amount June 30, 2021 Shares Underlying June 30, 2021 Notes payable 2013 10% Due on demand — $ 903 $ — $ 903 — 2020 1% 2 years — 798 — 798 — 2021 11% Due on demand - 2 years — 3,090 — 3,090 — $ 4,791 $ — $ 4,791 — Current $ 3,291 $ — $ 3,291 — Non-current $ 1,500 $ — $ 1,500 — Notes payable - related parties 2020 12% Due on demand — 100 — 100 — $ 100 $ — $ 100 — Current $ 100 $ — $ 100 — Non-current $ — $ — $ — — Convertible notes payable 2020 12% 3 years $ 10.00 (b) 3,150 — 3,150 316,584 2021 2% 3 years $ 1.48 (a) 14,490 5,114 9,376 9,856,378 $ 17,640 $ 5,114 $ 12,526 10,172,962 Non-current $ 17,640 $ 5,114 $ 12,526 10,172,962 Total $ 22,531 $ 5,114 $ 17,417 10,172,962 Year Issued Interest Rate Range Term of Notes Conversion Price Principal Outstanding December 31, 2020 Unamortized Discount December 31, 2020 Carrying Amount December 31, 2020 Shares Underlying Notes December 31, 2020 Notes payable 2013 10% Due on demand — $ 969 $ — $ 969 — 2019 11% Due on demand — 2,899 — 2,899 — 2020 1%-11% Due on demand - 2 years — 942 — 942 — $ 4,810 $ — $ 4,810 $ — Current $ 4,588 $ — $ 4,588 — Non-current $ 222 $ — $ 222 — Notes payable - related parties 2016 10% Due on demand — $ 20 $ — $ 20 — 2019 10% Due on demand — 14 — 14 — 2020 12% Due on demand — 100 — 100 — $ 134 $ — $ 134 — Current $ 134 $ — $ 134 — Convertible debentures 2019 10% 18 months $2.00-$9.52 (a) $ 7,200 $ 1,720 $ 5,480 3,630,000 $ 7,200 $ 1,720 $ 5,480 3,630,000 Current $ 7,200 $ 1,720 $ 5,480 3,630,000 Convertible note payable 2018 10% 2 years $ 10.00 (b) $ 3,150 $ — $ 3,150 316,723 $ 3,150 $ — $ 3,150 316,723 Current $ 3,150 $ — $ 3,150 316,723 Total $ 15,294 $ 1,720 $ 13,574 3,946,723 (a) The notes are convertible to Emmaus Life Sciences, Inc. shares. (b) The notes are convertible to EMI Holdings, Inc. shares. |
Schedule of future contractual principal payments of notes payable | As of June 30, 2021, future contractual principal payments due on notes payable were as follows: Year Ending 2021 (six months) $ 3,169 2022 222 2023 4,650 2024 14,490 Total $ 22,531 |
Schedule of Fair Value Based upon Assumptions | The fair value as of June 30, 2021 and December 31, 2020 was based upon following assumptions: June 30, 2021 December 31, 2020 Principal outstanding (South Korean won) KRW 30 billion KRW 30 billion Stock price KRW 4,580 KRW 6,060 Expected life (in years) 9.30 9.79 Selected yield 9.00 % 10.50 % Expected volatility (Telcon common stock) 83.02 % 85.80 % Risk-free interest rate (South Korea government bond) 2.04 % 1.72 % Expected dividend yield 0.00 % 0.00 % Conversion price KRW 4,546 KRW 6,028 |
Conversion Feature Liabilities [Member] | Level 3 [Member] | |
Schedule of fair value of conversion feature liabilities | The following table sets forth the fair value of the conversion feature liability as of June 30, 2021 (in thousands) Six Months Ended Convertible promissory notes June 30, 2021 Balance, beginning of period $ — Fair value at issuance date 5,555 Change in fair value included in the statement of comprehensive (income) loss (179 ) Balance, end of period $ 5,376 |
Senior Secured Convertible Debentures [Member] | |
Schedule of Fair Value Based upon Assumptions | The fair value as of agreement date and the anti-dilution adjustment dates was based upon following assumptions: March 2, 2021 (Anti-dilution adjustment date) February 28, 2020 (Anti-dilution adjustment date) February 21, 2020 (Amendment date) Exercise price $ 1.54 $ 2.00 $ 3.00 Common stock fair value $ 1.52 $ 1.60 $ 1.89 Volatility 101.00%-120.00% 93.00 % 92.00 % Risk-free rate 0.21%-0.58% 0.86 % 1.29 % Expected life (in years) 2.64-4.56 3.54 3.56 |
Senior Secured Convertible Debentures [Member] | Conversion Feature Liabilities [Member] | |
Schedule of Fair Value Based upon Assumptions | The fair value as of December 31, 2020 was based upon following assumptions: December 31, 2020 Stock price $ 1.23 Conversion price $ 2.00 Selected yield 10.48 % Expected volatility (peer group) 95 % Expected life (in years) 0.67 Expected dividend yield — Risk-free rate Term structure |
Senior Secured Convertible Debentures [Member] | Other Current Liabilities [Member] | Conversion Feature Liabilities [Member] | |
Schedule of fair value of conversion feature liabilities | The following table sets forth the fair value of the conversion feature liabilities as of June 30, 2021 and December 31, 2020 (in thousands): Six Months Ended Year Ended Conversion feature liabilities — Amended and Restated 10% Senior Secured Convertible Debentures June 30, 2021 December 31, 2020 Balance, beginning of period $ 7 $ 1 Fair value at debt modification date — 118 Change in fair value included in the statement of comprehensive income (7 ) (112 ) Balance, end of period $ — $ 7 |
Convertible Promissory Notes [Member] | Conversion Feature Liabilities [Member] | |
Schedule of Fair Value Based upon Assumptions | The fair value as of June 30, 2021 and at issuance date was based upon following assumptions: Convertible promissory notes June 30, 2021 Issuance Date Stock price $ 1.42 $ 1.41 Conversion price $ 1.48 $ 1.48 Selected yield 19.69 % 20.29 % Expected volatility 50 % 50 % Time until maturity (in years) 2.66 3.00 Dividend yield — — Risk-free rate 0.39 % 0.30 % |
STOCKHOLDERS' DEFICIT (Tables)
STOCKHOLDERS' DEFICIT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Schedule of Fair Value Based upon Assumptions | The fair value as of June 30, 2021 and December 31, 2020 was based upon following assumptions: June 30, 2021 December 31, 2020 Principal outstanding (South Korean won) KRW 30 billion KRW 30 billion Stock price KRW 4,580 KRW 6,060 Expected life (in years) 9.30 9.79 Selected yield 9.00 % 10.50 % Expected volatility (Telcon common stock) 83.02 % 85.80 % Risk-free interest rate (South Korea government bond) 2.04 % 1.72 % Expected dividend yield 0.00 % 0.00 % Conversion price KRW 4,546 KRW 6,028 |
Summary of outstanding warrants | A summary of outstanding warrants as of June 30, 2021 and December 31, 2020 is presented below: June 30, 2021 December 31, 2020 Warrants outstanding, beginning of period 8,439,480 4,931,099 Granted — 3,625,000 Exercised — — Cancelled, forfeited or expired (203,463 ) (116,619 ) Warrants outstanding, end of period 8,236,017 8,439,480 A summary of outstanding warrants by year issued and exercise price as of June 30, 2021 is presented below: Outstanding Exercisable Year issued and Exercise Price Number of Warrants Issued Weighted-Average Remaining Contractual Life (Years) Weighted-Average Exercise Price Total Weighted-Average Exercise Price Prior to January 1, 2020 $1.54-$36.24 4,611,017 1.64 $ 9.14 4,611,017 $ 9.14 Prior to Jan 1, 2020 Total 4,611,017 4,611,017 At December 31, 2020 $ 2.05 1,250,000 3.96 $ 2.05 — — $ 1.54 2,375,000 4.20 $ 1.54 2,375,000 $ 1.54 2020 Total 3,625,000 2,375,000 At June 30, 2021 $ — — — $ — — $ — Grand Total 8,236,017 Grand Total 6,986,017 |
Summary of stock option activity | A summary of outstanding stock options as of June 30, 2021 and December 31, 2020 is presented below. June 30, 2021 December 31, 2020 Number of Options Weighted‑ Average Exercise Price Number of Options Weighted‑ Average Exercise Price Options outstanding, beginning of period 7,110,025 $ 4.63 7,245,350 $ 4.68 Granted or deemed granted — — 90,000 $ 2.05 Exercised — — — — Cancelled, forfeited and expired (1,125,753 ) $ 3.82 (225,325 ) $ 5.08 Options outstanding, end of period 5,984,272 $ 4.78 7,110,025 $ 4.63 Options exercisable, end of period 5,915,180 $ 4.05 6,986,268 $ 4.47 Options available for future grant — (a) 2,302,475 (a) Option plans were expired and therefore no options available for future grants. |
Senior Secured Convertible Debentures [Member] | |
Schedule of Fair Value Based upon Assumptions | The fair value as of agreement date and the anti-dilution adjustment dates was based upon following assumptions: March 2, 2021 (Anti-dilution adjustment date) February 28, 2020 (Anti-dilution adjustment date) February 21, 2020 (Amendment date) Exercise price $ 1.54 $ 2.00 $ 3.00 Common stock fair value $ 1.52 $ 1.60 $ 1.89 Volatility 101.00%-120.00% 93.00 % 92.00 % Risk-free rate 0.21%-0.58% 0.86 % 1.29 % Expected life (in years) 2.64-4.56 3.54 3.56 |
Convertible Promissory Note [Member] | |
Schedule of fair value of conversion feature liabilities | The following table presents the fair value and the change in fair value of the warrants as of June 30, 2021 and December 31, 2020 (in thousands): Warrant liability—Wealth Threshold June 30, 2021 December 31, 2020 Balance, beginning of period $ 988 $ — Fair value at issuance date — 1,425 Change in fair value included in the statement of comprehensive income (loss) 175 (437 ) Balance, end of period $ 1,163 $ 988 |
Schedule of Fair Value Based upon Assumptions | The fair value of the warrant derivative liability was determined using the Black-Scholes Merton model and was based upon following assumptions: June 30, 2021 December 31, 2020 Exercise price $ 2.05 $ 2.05 Stock price $ 1.42 $ 1.68 Risk‑free interest rate 0.66 % 0.31 % Expected volatility (peer group) 106.00 % 101.00 % Expected life (in years) 3.96 4.46 Expected dividend yield — — Number outstanding 1,250,000 1,250,000 |
GPB Debt Holdings II, LLC [Member] | |
Schedule of fair value of conversion feature liabilities | The following table presents the change in fair value of the GPB Warrant as of June 30, 2021 and December 31, 2020 (in thousands): Six Months Ended Year Ended Warrant Liability—GPB June 30, 2021 December 31, 2020 Balance, beginning of period $ 83 $ 38 Change in fair value included in the statement of comprehensive (income) loss 16 45 Balance, end of period $ 99 $ 83 |
Schedule of Fair Value Based upon Assumptions | The fair value as of June 30, 2021, and December 31, 2020 set forth in the table above was based on upon following assumptions: June 30, 2021 December 31, 2020 Adjusted exercise price $ 10.28 $ 10.28 Common stock fair value $ 1.42 $ 1.23 Risk‑free interest rate 0.25 % 0.15 % Volatility 130.00 % 120.00 % Time until expiration (years) 2.00 2.50 Expected dividend yield — — Number outstanding 252,802 252,802 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of future minimum lease payments | Future minimum lease payments under the lease agreements were as follows as of June 30, 2021 (in thousands): Amount 2021 (six months) $ 577 2022 1,172 2023 1,058 2024 1,063 2025 and thereafter 1,928 Total lease payments 5,798 Less: Interest 1,470 Present value of lease liabilities $ 4,328 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of outstanding loans from related parties | The following table sets forth information relating to loans from related parties outstanding on or at any time during the six months ended June 30, 2021 (in thousands): Class Lender Interest Rate Date of Loan Term of Loan Principal Amount Outstanding at June 30, 2021 Highest Principal Outstanding Amount of Principal Repaid Amount of Interest Paid Current, Promissory note payable to related parties: Willis Lee (2) 12% 10/29/2020 Due on Demand 100 100 — — Subtotal 100 100 — — Revolving line of credit agreement Yutaka Niihara (2) 5.25% 12/27/2019 Due on Demand 600 800 — 47 Subtotal 600 800 — 47 Total $ 700 $ 900 $ — $ 47 The following table sets forth information relating to loans from related parties outstanding at any time during the year ended December 31, 2020: Class Lender Interest Rate Date of Loan Term of Loan Principal Amount Outstanding at December 31, 2020 Highest Principal Outstanding Amount of Principal Repaid Amount of Interest Paid Current, Promissory note payable to related parties: Lan T. Tran (2) 10% 4/29/2016 Due on Demand $ 20 $ 20 $ — $ — Lan T. Tran (2) 11% 2/10/2018 Due on Demand — 159 159 35 Lan T. Tran (2) 10% 2/9/2019 Due on Demand 14 14 — — Hope Int'l Hospice (1) 12% 9/1/2020 Due on Demand — 194 194 2 Hope Int'l Homecare (1) 12% 9/1/2020 Due on Demand — 189 189 1 Soomi Niihara (1) 12% 9/1/2020 Due on Demand — 98 98 4 Soomi Niihara (1) 12% 10/28/2020 Due on Demand — 395 395 12 Willis Lee (2) 12% 9/1/2020 Due on Demand — 685 685 1 Willis Lee (2) 12% 10/29/2020 Due on Demand 100 100 100 — Subtotal 134 1,854 1,820 55 Revolving line of credit Yutaka Niihara (2) 5.25% 12/27/2019 Due on Demand 800 800 200 37 Subtotal 800 800 200 37 Total $ 934 $ 2,654 $ 2,020 $ 92 (1) Dr. Niihara, a Director and the Chairman, and Chief Executive Officer of the Company, is also a director and the Chief Executive Officer of Hope International Hospice, Inc. (2) Officer. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 1,671 | $ 2,487 | $ 1,032 | |
Restricted cash | 7 | |||
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | $ 1,671 | $ 2,487 | $ 1,039 | $ 1,769 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Feb. 22, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Summary of Significant Accounting Policy [Line Items] | |||||
Potentially dilutive securities outstanding | 23,326,667 | 17,288,829 | |||
Accounts receivable, net | $ 3,359,000 | $ 3,359,000 | $ 198,000 | ||
Prestige Capital Finance, LLC [Member] | Purchase and Sale Agreement [Member] | |||||
Summary of Significant Accounting Policy [Line Items] | |||||
Accounts receivable face amount | $ 7,500,000 | ||||
Accounts receivable, net | 0 | 0 | |||
Factoring fee | $ 44,000 | $ 75,000 | |||
Prestige Capital Finance, LLC [Member] | Purchase and Sale Agreement [Member] | Maximum [Member] | |||||
Summary of Significant Accounting Policy [Line Items] | |||||
Percentage of face amount of applicable at time of sale accounts receivable | 70.00% | ||||
Percentage of accounts receivable fee on trade receivable held for sale | 7.25% | ||||
Prestige Capital Finance, LLC [Member] | Purchase and Sale Agreement [Member] | Minimum [Member] | |||||
Summary of Significant Accounting Policy [Line Items] | |||||
Percentage of accounts receivable fee on trade receivable held for sale | 2.25% |
REVENUES (Details)
REVENUES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | $ 6,489 | $ 4,360 | $ 11,824 | $ 11,314 |
Endari [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | 6,445 | 4,349 | 11,596 | 11,063 |
Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues, net | $ 44 | $ 11 | $ 228 | $ 251 |
REVENUES (Details 1)
REVENUES (Details 1) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Beginning balance | $ 2,726 | $ 1,897 |
Provision related to sales in the current year | 3,414 | 3,511 |
Adjustments related prior period sales | (42) | (70) |
Credit and payments made | (2,258) | (2,532) |
Ending balance | 3,840 | 2,806 |
Trade Discounts, Allowances and Chargebacks [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Beginning balance | 134 | 228 |
Provision related to sales in the current year | 1,417 | 1,438 |
Adjustments related prior period sales | 12 | 16 |
Credit and payments made | (581) | (1,208) |
Ending balance | 982 | 474 |
Government Rebates and Other Incentives [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Beginning balance | 2,119 | 1,354 |
Provision related to sales in the current year | 1,870 | 1,955 |
Adjustments related prior period sales | 5 | (43) |
Credit and payments made | (1,657) | (1,324) |
Ending balance | 2,337 | 1,942 |
Returns [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Beginning balance | 473 | 315 |
Provision related to sales in the current year | 127 | 118 |
Adjustments related prior period sales | (59) | (43) |
Credit and payments made | (20) | |
Ending balance | $ 521 | $ 390 |
REVENUES (Details 2)
REVENUES (Details 2) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Customer A [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Concentration risk, percentage | 48.00% | 55.00% | 54.00% | 54.00% |
Customer B [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Concentration risk, percentage | 36.00% | 20.00% | 28.00% | 24.00% |
REVENUES (Details Narrative)
REVENUES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |||||
Revenue from contract | $ 6,489 | $ 4,360 | $ 11,824 | $ 11,314 | |
Telcon, Inc. ("Telcon") [Member] | |||||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |||||
Upfront payment | 10,000 | ||||
Telcon, Inc. ("Telcon") [Member] | Distribution Agreement [Member] | |||||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |||||
Revenue from contract | $ 10,000 | $ 10,000 |
SELECTED FINANCIAL STATEMENT _5
SELECTED FINANCIAL STATEMENT CAPTIONS - ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials and components | $ 1,439 | $ 1,486 |
Work-in-process | 315 | 721 |
Finished goods | 6,276 | 6,064 |
Inventory reserve | (1,487) | (1,184) |
Total | $ 6,543 | $ 7,087 |
SELECTED FINANCIAL STATEMENT _6
SELECTED FINANCIAL STATEMENT CAPTIONS - ASSETS (Details 1) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid insurance | $ 355 | $ 388 |
Prepaid expenses | 332 | 454 |
Due from EJ Holdings | 509 | 376 |
Other current assets | 271 | 267 |
Total | $ 1,467 | $ 1,485 |
SELECTED FINANCIAL STATEMENT _7
SELECTED FINANCIAL STATEMENT CAPTIONS - ASSETS (Details 2) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property and equipment | ||
Property and equipment, gross | $ 470 | $ 485 |
Less: accumulated depreciation | (371) | (365) |
Property and Equipment, net | 99 | 120 |
Equipment [Member] | ||
Property and equipment | ||
Property and equipment, gross | 332 | 347 |
Leasehold Improvements [Member] | ||
Property and equipment | ||
Property and equipment, gross | 39 | 39 |
Furniture and Fixtures [Member] | ||
Property and equipment | ||
Property and equipment, gross | $ 99 | $ 99 |
SELECTED FINANCIAL STATEMENT _8
SELECTED FINANCIAL STATEMENT CAPTIONS - ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 12,000 | $ 11,000 | $ 23,000 | $ 23,000 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | Sep. 28, 2020 | Feb. 21, 2020 | Oct. 31, 2018 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2018 |
Schedule Of Investments [Line Items] | ||||||
Secured debt percentage | 10.00% | |||||
Call option agreement date | Sep. 28, 2020 | |||||
Debt instrument, maturity date | Apr. 21, 2021 | |||||
EJ Holdings, Inc. [Member] | ||||||
Schedule Of Investments [Line Items] | ||||||
Secured debt percentage | 1.00% | |||||
Investment amount | $ 32,000 | |||||
Percentage of voting interest | 40.00% | |||||
Unsecured debt | $ 13,200,000 | |||||
Debt instrument, maturity date | Sep. 30, 2028 | |||||
Loan receivables | $ 21,100,000 | $ 18,600,000 | ||||
Maximum [Member] | ||||||
Schedule Of Investments [Line Items] | ||||||
Percentage of principal amount of convertible bond to be repurchased | 50.00% | |||||
Telcon, Inc. ("Telcon") [Member] | ||||||
Schedule Of Investments [Line Items] | ||||||
Convertible bond maturity date | Oct. 16, 2030 | |||||
Secured debt percentage | 2.10% | |||||
Convertible bond initial conversion price | $ 8 | |||||
Japan Industrial Partners [Member] | EJ Holdings, Inc. [Member] | ||||||
Schedule Of Investments [Line Items] | ||||||
Equity method investment, ownership percentage | 60.00% | |||||
Convertible Bond Purchase Agreement [Member] | Telcon, Inc. ("Telcon") [Member] | ||||||
Schedule Of Investments [Line Items] | ||||||
Purchase of principal amount of convertible bond at face value | $ 26,100,000 |
INVESTMENTS (Details)
INVESTMENTS (Details) - Investment in Convertible Bonds [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule Of Investments [Line Items] | ||
Balance, beginning of period | $ 27,866 | |
Fair value at issuance date | $ 22,059 | |
Change in fair value included in the statement of other comprehensive income | 805 | 5,807 |
Balance, end of period | $ 28,671 | $ 27,866 |
INVESTMENTS (Details 1)
INVESTMENTS (Details 1) - Valuation Technique Binomial Monte-Carlo Cliquet Option Pricing Model [Member] ₩ / shares in Units, ₩ in Billions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021KRW (₩)₩ / shares | Dec. 31, 2020$ / shares | Dec. 31, 2020KRW (₩)₩ / shares | |
Schedule Of Investments [Line Items] | |||
Principal outstanding (South Korean won) | ₩ | ₩ 30 | ₩ 30 | |
Stock price | (per share) | ₩ 4,580 | $ 1.23 | ₩ 6,060 |
Conversion price | $ / shares | $ 2 | ||
Expected Life (in years) [Member] | |||
Schedule Of Investments [Line Items] | |||
Expected life (in years) | 9 years 3 months 18 days | 9 years 9 months 14 days | |
Selected Yield [Member] | |||
Schedule Of Investments [Line Items] | |||
Investment in convertible bonds, measurement input | 9 | 10.50 | |
Expected Volatility (Telcon common stock) [Member] | |||
Schedule Of Investments [Line Items] | |||
Investment in convertible bonds, measurement input | 83.02 | 85.80 | |
Risk-free Interest Rate (South Korea government bond) [Member] | |||
Schedule Of Investments [Line Items] | |||
Investment in convertible bonds, measurement input | 2.04 | 1.72 | |
Expected Dividend Yield [Member] | |||
Schedule Of Investments [Line Items] | |||
Investment in convertible bonds, measurement input | 0 | 0 | |
Conversion Price [Member] | |||
Schedule Of Investments [Line Items] | |||
Conversion price | ₩ / shares | ₩ 4,546 | ₩ 6,028 |
INVESTMENTS (Details 2)
INVESTMENTS (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule Of Investments [Line Items] | ||||
REVENUES, NET | $ 6,489 | $ 4,360 | $ 11,824 | $ 11,314 |
GROSS PROFIT | 6,059 | 3,914 | 10,958 | 10,390 |
NET LOSS | (5,933) | (3,964) | ||
EJ Holdings, Inc. [Member] | ||||
Schedule Of Investments [Line Items] | ||||
REVENUES, NET | 58 | 61 | 117 | 145 |
GROSS PROFIT | 58 | 61 | 117 | 145 |
NET LOSS | $ (1,455) | $ (1,432) | $ (3,341) | $ (2,449) |
SELECTED FINANCIAL STATEMENT _9
SELECTED FINANCIAL STATEMENT CAPTIONS - LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accounts payable: | ||
Clinical and regulatory expenses | $ 335 | $ 262 |
Professional fees | 343 | 252 |
Selling expenses | 436 | 395 |
Manufacturing costs | 14 | 596 |
Other vendors | 200 | 518 |
Total accounts payable | 1,328 | 2,023 |
Accrued interest payable, related parties | 65 | 41 |
Accrued interest payable | 383 | 627 |
Accrued expenses: | ||
Payroll expenses | 1,075 | 1,053 |
Government rebates and other rebates | 2,337 | 2,659 |
Due to EJ Holdings | 427 | 545 |
Other accrued expenses | 686 | 512 |
Total accrued expenses | 4,525 | 4,769 |
Total accounts payable and accrued expenses | $ 6,301 | $ 7,460 |
SELECTED FINANCIAL STATEMENT_10
SELECTED FINANCIAL STATEMENT CAPTIONS - LIABILITIES (Details 1) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Other Current Liabilities [Line Items] | ||
Other current liabilities | $ 2,894 | $ 2,706 |
Trade Discount [Member] | ||
Other Current Liabilities [Line Items] | ||
Other current liabilities | 2,000 | 2,000 |
Other Current Liabilities [Member] | ||
Other Current Liabilities [Line Items] | ||
Other current liabilities | $ 894 | $ 706 |
SELECTED FINANCIAL STATEMENT_11
SELECTED FINANCIAL STATEMENT CAPTIONS - LIABILITIES (Details 2) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Other Long Term Liabilities [Line Items] | ||
Other long-term liabilities | $ 34,476 | $ 34,470 |
Trade Discount [Member] | ||
Other Long Term Liabilities [Line Items] | ||
Other long-term liabilities | 24,453 | 24,453 |
Unearned Revenue [Member] | ||
Other Long Term Liabilities [Line Items] | ||
Other long-term liabilities | 10,000 | 10,000 |
Other Long-Term Liabilities [Member] | ||
Other Long Term Liabilities [Line Items] | ||
Other long-term liabilities | $ 23 | $ 17 |
SELECTED FINANCIAL STATEMENT_12
SELECTED FINANCIAL STATEMENT CAPTIONS - LIABILITIES (Details Narrative) - API Supply Agreement [Member] - Telcon, Inc. ("Telcon") [Member] - USD ($) | Jun. 12, 2017 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Summary of Significant Accounting Policy [Line Items] | ||||
Proceeds from supply agreement | $ 31,800,000 | |||
PGLG [Member] | ||||
Summary of Significant Accounting Policy [Line Items] | ||||
PGLG, purchase price | $ 0 | $ 2,000,000 | ||
Accounts payables outstanding | $ 0 | $ 208,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021USD ($)Equity_Instrument | Dec. 31, 2020USD ($)Equity_Instrument | Feb. 21, 2020 | |
Debt Instrument [Line Items] | |||
Interest rate | 10.00% | ||
Principal Outstanding | $ 22,531 | $ 15,294 | |
Unamortized Discount | 5,114 | 1,720 | |
Carrying Amount | $ 17,417 | $ 13,574 | |
Shares Underlying Notes | Equity_Instrument | 10,172,962 | 3,946,723 | |
2013 Notes payable [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 10.00% | 10.00% | |
Term of Notes | Due on demand | Due on demand | |
Principal Outstanding | $ 903 | $ 969 | |
Carrying Amount | $ 903 | $ 969 | |
2019 Notes payable [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 11.00% | ||
Term of Notes | Due on demand | ||
Principal Outstanding | $ 2,899 | ||
Carrying Amount | 2,899 | ||
2020 Notes payable [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.00% | ||
Term of Notes | 2 years | ||
Principal Outstanding | $ 798 | 942 | |
Carrying Amount | $ 798 | $ 942 | |
2020 Notes payable [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.00% | ||
Term of Notes | Due on demand | ||
2020 Notes payable [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 11.00% | ||
Term of Notes | 2 years | ||
2021 Notes payable [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 11.00% | ||
Principal Outstanding | $ 3,090 | ||
Carrying Amount | $ 3,090 | ||
2021 Notes payable [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Term of Notes | Due on demand | ||
2021 Notes payable [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Term of Notes | 2 years | ||
Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | $ 4,791 | $ 4,810 | |
Carrying Amount | 4,791 | 4,810 | |
Principal Outstanding, Current | 3,291 | 4,588 | |
Notes payable, current | 3,291 | 4,588 | |
Principal Outstanding, Non Current | 1,500 | 222 | |
Notes payable, non-current | $ 1,500 | $ 222 | |
2020 Notes payable - related parties [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 12.00% | 12.00% | |
Term of Notes | Due on demand | Due on demand | |
Principal Outstanding | $ 100 | $ 100 | |
Carrying Amount | 100 | $ 100 | |
2016 Notes payable - related parties [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 10.00% | ||
Term of Notes | Due on demand | ||
Principal Outstanding | $ 20 | ||
Carrying Amount | 20 | ||
Notes payable - related parties [Member] | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | 100 | 134 | |
Carrying Amount | 100 | 134 | |
Principal Outstanding, Current | 100 | 134 | |
Notes payable, current | $ 100 | $ 134 | |
2019 Notes payable - related parties [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 10.00% | ||
Term of Notes | Due on demand | ||
Principal Outstanding | $ 14 | ||
Carrying Amount | $ 14 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021USD ($)Equity_Instrument$ / shares | Dec. 31, 2020USD ($)Equity_Instrument$ / shares | Feb. 21, 2020 | ||
Debt Instrument [Line Items] | ||||
Interest rate | 10.00% | |||
Principal Outstanding | $ 22,531 | $ 15,294 | ||
Unamortized Discount | 5,114 | 1,720 | ||
Carrying Amount | $ 17,417 | $ 13,574 | ||
Shares Underlying Notes | Equity_Instrument | 10,172,962 | 3,946,723 | ||
Convertible notes payable, Non-current | $ 12,526 | $ 3,150 | ||
2018 Convertible Notes Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 10.00% | |||
Term of Notes | 2 years | |||
Conversion Price | $ / shares | [1] | $ 10 | ||
Principal Outstanding | $ 3,150 | |||
Carrying Amount | $ 3,150 | |||
Shares Underlying Notes | Equity_Instrument | 316,723 | |||
2021 Convertible Notes Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 2.00% | |||
Term of Notes | 3 years | |||
Conversion Price | $ / shares | [2] | $ 1.48 | ||
Principal Outstanding | $ 14,490 | |||
Unamortized Discount | 5,114 | |||
Carrying Amount | $ 9,376 | |||
Shares Underlying Notes | Equity_Instrument | 9,856,378 | |||
Convertible Notes Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | $ 17,640 | $ 3,150 | ||
Unamortized Discount | 5,114 | |||
Carrying Amount | $ 12,526 | $ 3,150 | ||
Shares Underlying Notes | Equity_Instrument | 10,172,962 | 316,723 | ||
Principal Outstanding, Non Current | $ 17,640 | |||
Unamortized Discount, Non Current | 5,114 | |||
Convertible notes payable, Non-current | $ 12,526 | |||
Shares Underlying Notes, Non Current | Equity_Instrument | 10,172,962 | |||
Principal Outstanding, Current | $ 3,150 | |||
Convertible notes payable, Current | $ 3,150 | |||
Shares Underlying Notes, Current | Equity_Instrument | 316,723 | |||
2020 Convertible Notes Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 12.00% | |||
Term of Notes | 3 years | |||
Conversion Price | $ / shares | [1] | $ 10 | ||
Principal Outstanding | $ 3,150 | |||
Carrying Amount | $ 3,150 | |||
Shares Underlying Notes | Equity_Instrument | 316,584 | |||
[1] | The notes are convertible to EMI Holdings, Inc. shares. | |||
[2] | The notes are convertible to Emmaus Life Sciences, Inc. shares. |
NOTES PAYABLE (Details 2)
NOTES PAYABLE (Details 2) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021USD ($)Equity_Instrument | Dec. 31, 2020USD ($)Equity_Instrument$ / shares | Feb. 21, 2020 | ||
Debt Instrument [Line Items] | ||||
Interest rate | 10.00% | |||
Principal Outstanding | $ 22,531 | $ 15,294 | ||
Unamortized Discount | 5,114 | 1,720 | ||
Carrying Amount | $ 17,417 | $ 13,574 | ||
Shares Underlying Notes | Equity_Instrument | 10,172,962 | 3,946,723 | ||
2019 Convertible Debentures [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 10.00% | |||
Term of Notes | 18 months | |||
Principal Outstanding | $ 7,200 | |||
Unamortized Discount | 1,720 | |||
Carrying Amount | $ 5,480 | |||
Shares Underlying Notes | Equity_Instrument | 3,630,000 | |||
2019 Convertible Debentures [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Conversion price | $ / shares | [1] | $ 2 | ||
2019 Convertible Debentures [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Conversion price | $ / shares | [1] | $ 9.52 | ||
Convertible Debentures [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | $ 7,200 | |||
Unamortized Discount | 1,720 | |||
Carrying Amount | $ 5,480 | |||
Shares Underlying Notes | Equity_Instrument | 3,630,000 | |||
Principal Outstanding, Current | $ 7,200 | |||
Unamortized Discount, Current | 1,720 | |||
Convertible Debentures, Current | $ 5,480 | |||
Shares Underlying Notes, Current | Equity_Instrument | 3,630,000 | |||
[1] | The notes are convertible to Emmaus Life Sciences, Inc. shares. |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Mar. 08, 2021 | Feb. 09, 2021 | May 08, 2020 | Feb. 21, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jun. 15, 2020 |
Debt Instrument [Line Items] | |||||||||
Weighted-average stated annual interest rate | 5.00% | 10.00% | |||||||
Average effective interest rate | 14.00% | 37.00% | |||||||
Interest rate | 10.00% | ||||||||
Loss on debt extinguishment | $ 1,425,000 | $ 1,172,000 | $ 1,425,000 | ||||||
Debt instrument, maturity date | Apr. 21, 2021 | ||||||||
Proceeds from convertible notes payable issued, net of issuance cost and discount | 14,490,000 | ||||||||
Prepayments of convertible debentures | $ 7,200,000 | $ 1,500,000 | |||||||
Securities Purchase Agreement [Member] | Senior Secured Convertible Debentures [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 10.00% | ||||||||
Prepayments of convertible debentures | $ 6,200,000 | ||||||||
Paycheck Protection Program [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 1.00% | ||||||||
Principal amount | $ 797,840 | ||||||||
Debt instrument, maturity date | Apr. 29, 2022 | ||||||||
Date of Loan | Apr. 29, 2020 | ||||||||
Debt prepayment description | The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. | ||||||||
Debt instrument, forgiveness description | There is no assurance that the loan will be forgiven. The amount of loan forgiveness would be reduced if the Company were to terminate employees or reduce salaries during such period. | ||||||||
Revolving Line of Credit Facility [Member] | Prime Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable annual rate | 3.00% | ||||||||
Revolving Line of Credit Facility [Member] | Dr. Yutaka Niihara [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit maximum borrowing capacity | $ 1,000,000 | ||||||||
Line of credit outstanding balances | $ 600,000 | $ 600,000 | |||||||
Line of credit effective interest rate | 10.40% | ||||||||
Line of credit expiration date | Nov. 22, 2022 | ||||||||
10% of Senior Secured Debentures [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 10.00% | 10.00% | |||||||
Loss on debt extinguishment | $ 1,200,000 | ||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 2.00% | 11.00% | 12.00% | ||||||
Date of Loan | Feb. 8, 2021 | ||||||||
Proceeds from convertible notes payable issued, net of issuance cost and discount | $ 14,500,000 | ||||||||
Conversion price | $ 1.48 | ||||||||
Debt instrument, frequency of periodic payment | The convertible promissory notes bear interest at the rate of 2% per year, payable semi-annually on the last business day of August and January of each year and will mature on the 3rd anniversary of the original issue date. | ||||||||
Debt instrument prepayment percentage of principle amount on or before second anniversary | 50.00% | ||||||||
Convertible Promissory Note [Member] | Maximum [Member] | Securities Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 17,000,000 | ||||||||
Debt instrument prepayment percentage of principle amount any time after first anniversary | 50.00% |
NOTES PAYABLE (Details 3)
NOTES PAYABLE (Details 3) $ in Thousands | Jun. 30, 2021USD ($) |
Long Term Debt By Maturity [Abstract] | |
2021 (six months) | $ 3,169 |
2022 | 222 |
2023 | 4,650 |
2024 | 14,490 |
Total | $ 22,531 |
NOTES PAYABLE (Details 4)
NOTES PAYABLE (Details 4) - Amended and Restated 10% Senior Secured Convertible Debentures [Member] - Conversion Feature Liabilities [Member] - Other Current Liabilities [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation Calculation Roll Forward | ||
Balance, beginning of period | $ 7 | $ 1 |
Fair value at debt modification date | 118 | |
Change in fair value included in the statement of comprehensive income | $ (7) | (112) |
Balance, end of period | $ 7 |
NOTES PAYABLE (Details 5)
NOTES PAYABLE (Details 5) - Valuation Technique Binomial Monte-Carlo Cliquet Option Pricing Model [Member] | 12 Months Ended | ||
Dec. 31, 2020$ / shares | Jun. 30, 2021₩ / shares | Dec. 31, 2020₩ / shares | |
Debt Instrument [Line Items] | |||
Stock price | (per share) | $ 1.23 | ₩ 4,580 | ₩ 6,060 |
Conversion price | $ 2 | ||
Selected Yield [Member] | |||
Debt Instrument [Line Items] | |||
Selected yield | 10.48 | 10.48 | |
Expected Volatility (Telcon common stock) [Member] | |||
Debt Instrument [Line Items] | |||
Selected yield | 95 | 95 | |
Expected Life (in years) [Member] | |||
Debt Instrument [Line Items] | |||
Expected life (in years) | 8 months 1 day | 8 months 1 day | |
Risk-free Interest Rate (South Korea government bond) [Member] | |||
Debt Instrument [Line Items] | |||
Risk-free rate | Term structure |
NOTES PAYABLE (Details 6)
NOTES PAYABLE (Details 6) - Convertible Promissory Notes [Member] - Conversion Feature Liabilities [Member] - Other Current Liabilities [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value at issuance date | $ 5,555 |
Change in fair value included in the statement of comprehensive (income) loss | (179) |
Balance, end of period | $ 5,376 |
NOTES PAYABLE (Details 7)
NOTES PAYABLE (Details 7) - Valuation Technique Binomial Monte-Carlo Cliquet Option Pricing Model [Member] | Jun. 30, 2021$ / shares | Jun. 30, 2021₩ / shares | Feb. 09, 2021$ / shares | Dec. 31, 2020$ / shares | Dec. 31, 2020₩ / shares |
Debt Instrument [Line Items] | |||||
Stock price | (per share) | ₩ 4,580 | $ 1.23 | ₩ 6,060 | ||
Conversion price | $ 2 | ||||
Convertible Promissory Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Stock price | $ 1.42 | $ 1.41 | |||
Conversion price | $ 1.48 | $ 1.48 | |||
Selected Yield [Member] | |||||
Debt Instrument [Line Items] | |||||
Selected yield | 10.48 | 10.48 | |||
Selected Yield [Member] | Convertible Promissory Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Selected yield | 19.69 | 19.69 | 20.29 | ||
Expected Volatility [Member] | |||||
Debt Instrument [Line Items] | |||||
Selected yield | 95 | 95 | |||
Expected Volatility [Member] | Convertible Promissory Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Selected yield | 50 | 50 | 50 | ||
Time Until Maturity [Member] | Convertible Promissory Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Expected life (in years) | 2 years 7 months 28 days | 2 years 7 months 28 days | 3 years | ||
Risk-Free Rate [Member] | Convertible Promissory Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Selected yield | 0.39 | 0.39 | 0.30 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | Feb. 26, 2021 | Sep. 22, 2020 | Jun. 15, 2020 | Feb. 28, 2020 | Feb. 21, 2020 | Dec. 29, 2017 | Oct. 31, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jul. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2018 | Mar. 31, 2021 | Mar. 08, 2021 | Feb. 09, 2021 | Feb. 29, 2020 | Jan. 31, 2020 | Jul. 17, 2019 | Jul. 16, 2019 |
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Convertible notes principal amount | $ 17,417,000 | $ 17,417,000 | $ 13,574,000 | |||||||||||||||||||
Debt instrument exercise price | $ 2 | $ 3 | $ 5.87 | |||||||||||||||||||
Percentage of monthly payments interest rate | 10.00% | |||||||||||||||||||||
Maturity date | Apr. 21, 2021 | |||||||||||||||||||||
Conversion debentures price | $ 3 | $ 9.52 | ||||||||||||||||||||
Common stock purchase period | 5 years | |||||||||||||||||||||
Share-based compensation | $ 455,000 | $ 428,000 | ||||||||||||||||||||
Vesting period remaining for recognition of unrecognized compensation expense | 7 months 6 days | |||||||||||||||||||||
Addition to equity for common stock | $ 142,000 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Common stock shares issued for consideration | 515,743 | |||||||||||||||||||||
Addition to equity for common stock | $ 1,000 | |||||||||||||||||||||
2011 Stock Incentive Option Plan [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Total unrecognized compensation expense | 119,000 | $ 119,000 | ||||||||||||||||||||
2011 Stock Incentive Option Plan [Member] | Adjustment of Merger Exchange Ratio [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Exercisable term | 10 years | |||||||||||||||||||||
2011 Stock Incentive Option Plan [Member] | Adjustment of Merger Exchange Ratio [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Stock options granted to purchase common stock | 0 | 90,000 | ||||||||||||||||||||
2011 Stock Incentive Option Plan [Member] | Adjustment of Merger Exchange Ratio [Member] | Share Based Compensation Award, Tranche One [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Vesting period | 1 year | |||||||||||||||||||||
Vesting percentage | 33.33% | |||||||||||||||||||||
2011 Stock Incentive Option Plan [Member] | Adjustment of Merger Exchange Ratio [Member] | Share Based Compensation Award, Tranche Two [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Vesting period | 2 years | |||||||||||||||||||||
Vesting percentage | 66.67% | |||||||||||||||||||||
2011 Stock Incentive Option Plan [Member] | Stock Options [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Number of shares authorized under the plan | 9,000,000 | |||||||||||||||||||||
Expiration period | 10 years | |||||||||||||||||||||
Vesting period | 3 years | |||||||||||||||||||||
Share-based compensation | $ 300,000 | $ 200,000 | $ 500,000 | $ 400,000 | ||||||||||||||||||
Kainos Medicine, Inc [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Common stock shares issued for consideration | 324,675 | |||||||||||||||||||||
Addition to equity for common stock | $ 500,000 | |||||||||||||||||||||
Payments to research and development expense | $ 500,000 | |||||||||||||||||||||
Amended and Restated Warrants [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Debt instrument exercise price | $ 1.54 | $ 2 | $ 5.87 | |||||||||||||||||||
Securities Amendment Agreement [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Maturity date | Aug. 31, 2021 | Apr. 21, 2021 | ||||||||||||||||||||
Monthly redemption payment on principal amount | $ 500,000,000 | $ 1,000,000,000 | ||||||||||||||||||||
Monthly redemptions description | Pursuant to the Allonge, the aggregate monthly redemption payments under the Debentures were reduced to $500,000 from $1,000,000 in principal amount and the maturity date of the Debentures was extended from April 21, 2021 to August 31, 2021. The monthly redemption payments resumed in September 2020 and will continue on the first day of each month thereafter commencing October 1, 2020. The remaining principal balance of the Debentures will be due and payable upon maturity, subject to mandatory prepayment in connection with certain “Capital Events” as defined. | |||||||||||||||||||||
Convertible Bond Purchase Agreement [Member] | T.R. Winston & Company, LLC [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Debt instrument exercise price | $ 2.10 | |||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Number of common stock to be purchased | 1,840,000 | |||||||||||||||||||||
Maximum [Member] | Convertible Bond Purchase Agreement [Member] | T.R. Winston & Company, LLC [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Number of common stock to be purchased | 75,000 | |||||||||||||||||||||
Amended and Restated Debentures [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Debt instrument exercise price | 2 | |||||||||||||||||||||
Conversion debentures price | $ 2 | |||||||||||||||||||||
Initial shares under purchase agreement | 100,000 | |||||||||||||||||||||
Stock price | $ 2 | |||||||||||||||||||||
10% Secured Senior Debentures [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Percentage of monthly payments interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Stock price | $ 1.42 | $ 1.42 | $ 1.68 | |||||||||||||||||||
Number outstanding | 1,250,000 | 1,250,000 | 1,250,000 | |||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Convertible notes principal amount | $ 3,150,000 | |||||||||||||||||||||
Debt instrument exercise price | $ 2.05 | |||||||||||||||||||||
Percentage of monthly payments interest rate | 12.00% | 11.00% | 2.00% | |||||||||||||||||||
Conversion price | $ 1.48 | |||||||||||||||||||||
Extended maturity date | Jun. 15, 2023 | |||||||||||||||||||||
Expected life (in years) | 5 years | |||||||||||||||||||||
Number outstanding | 1,250,000 | |||||||||||||||||||||
Convertible Promissory Note [Member] | Maximum [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Convertible notes aggregate purchase price | $ 17,000,000 | |||||||||||||||||||||
Senior Secured Convertible Debentures [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Percentage of monthly payments interest rate | 10.00% | 10.00% | ||||||||||||||||||||
Senior Secured Convertible Debentures [Member] | Amended and Restated Debentures [Member] | Securities Amendment Agreement [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Percentage of monthly payments interest rate | 10.00% | |||||||||||||||||||||
GPB Debt Holdings II, LLC [Member] | Amended and Restated Warrants [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Debt instrument exercise price | $ 10 | |||||||||||||||||||||
GPB Debt Holdings II, LLC [Member] | Maximum [Member] | Amended and Restated Warrants [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Debt face amount percentage | 1,460,000 | |||||||||||||||||||||
GPB Debt Holdings II, LLC [Member] | Senior Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Debt face amount percentage | 240,764 | |||||||||||||||||||||
Debt instrument exercise price | $ 10.80 | |||||||||||||||||||||
Initial warrants exercisable period after issuance | 5 years | |||||||||||||||||||||
GPB Debt Holdings II, LLC [Member] | Purchase Agreement With 10% Senior Secured Debentures [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Percentage of monthly payments interest rate | 10.00% | |||||||||||||||||||||
Principal amount of debentures and warrants issued | $ 12,200,000 | |||||||||||||||||||||
Debenture and warrants issued to original loan | $ 13,200,000 | |||||||||||||||||||||
GPB Debt Holdings II, LLC [Member] | Purchase Agreement With 10% Senior Secured Debentures [Member] | Maximum [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Number of common stock to be purchased | 1,220,000 | |||||||||||||||||||||
GPB Debt Holdings II, LLC [Member] | Amended and Restated Debentures [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Conversion price | $ 10 | |||||||||||||||||||||
GPB Debt Holdings II, LLC [Member] | Convertible Debt [Member] | Senior Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Convertible notes principal amount | $ 13,000,000 | |||||||||||||||||||||
Convertible notes aggregate purchase price | $ 12,500,000 | |||||||||||||||||||||
Original issue discount percentage | 4.00% | |||||||||||||||||||||
Lincoln Park Capital Fund, LLC [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Initial shares under purchase agreement | 100,000 | |||||||||||||||||||||
Stock price | $ 2 | |||||||||||||||||||||
Maximum number of common shares elect to sell | 25,000,000 | |||||||||||||||||||||
Maximum purchase shares of common stock | 20,000 | |||||||||||||||||||||
Maximum purchase of common stock in single regular purchase | $ 1,000,000 | |||||||||||||||||||||
Termination cost or penalty | $ 0 | |||||||||||||||||||||
Common stock shares issued for consideration | 415,743 | |||||||||||||||||||||
Addition to equity for common stock | $ 750,000 | |||||||||||||||||||||
Lincoln Park Capital Fund, LLC [Member] | Minimum [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||||||
Beneficial ownership | 4.99% |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - GPB Debt Holdings II, LLC [Member] - Liability Instrument - Warrants [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | $ 83 | $ 38 |
Change in fair value included in the statement of comprehensive (income) loss | 16 | 45 |
Balance, end of period | $ 99 | $ 83 |
STOCKHOLDERS' DEFICIT (Detail_2
STOCKHOLDERS' DEFICIT (Details 1) - GPB Debt Holdings II, LLC [Member] | Jun. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class Of Warrant Or Right [Line Items] | ||
Adjusted exercise price | $ 10.28 | $ 10.28 |
Common stock fair value | $ 1.42 | $ 1.23 |
Number outstanding | shares | 252,802 | 252,802 |
Risk-Free Rate [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.25 | 0.15 |
Expected Volatility [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants and rights outstanding, measurement input | 130 | 120 |
Measurement Input, Time Until Expiration (years) [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Time until expiration (years) | 2 years | 2 years 6 months |
STOCKHOLDERS' DEFICIT (Detail_3
STOCKHOLDERS' DEFICIT (Details 2) | Mar. 02, 2021$ / shares | Sep. 22, 2020$ / shares | Feb. 28, 2020$ / shares | Feb. 21, 2020$ / shares | Jan. 31, 2020$ / shares |
Class Of Warrant Or Right [Line Items] | |||||
Exercise price | $ 2 | $ 3 | $ 5.87 | ||
Senior Secured Convertible Debentures [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Common stock fair value | $ 1.52 | $ 1.60 | 1.89 | ||
Senior Secured Convertible Debentures [Member] | Measurement Input, Exercise Price [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Exercise price | $ 1.54 | $ 2 | $ 3 | ||
Senior Secured Convertible Debentures [Member] | Expected Volatility [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants and rights outstanding, measurement input | 93 | 92 | |||
Senior Secured Convertible Debentures [Member] | Expected Volatility [Member] | Minimum [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants and rights outstanding, measurement input | 101 | ||||
Senior Secured Convertible Debentures [Member] | Expected Volatility [Member] | Maximum [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants and rights outstanding, measurement input | 120 | ||||
Senior Secured Convertible Debentures [Member] | Risk-Free Rate [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants and rights outstanding, measurement input | 0.86 | 1.29 | |||
Senior Secured Convertible Debentures [Member] | Risk-Free Rate [Member] | Minimum [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants and rights outstanding, measurement input | 0.21 | ||||
Senior Secured Convertible Debentures [Member] | Risk-Free Rate [Member] | Maximum [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants and rights outstanding, measurement input | 0.58 | ||||
Senior Secured Convertible Debentures [Member] | Measurement Input, Time Until Expiration (years) [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Expected life (in years) | 3 years 6 months 14 days | 3 years 6 months 21 days | |||
Senior Secured Convertible Debentures [Member] | Measurement Input, Time Until Expiration (years) [Member] | Minimum [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Expected life (in years) | 2 years 7 months 20 days | ||||
Senior Secured Convertible Debentures [Member] | Measurement Input, Time Until Expiration (years) [Member] | Maximum [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Expected life (in years) | 4 years 6 months 21 days |
STOCKHOLDERS' DEFICIT (Detail_4
STOCKHOLDERS' DEFICIT (Details 3) - Convertible Promissory Note [Member] - Liability Instrument - Warrants [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Class Of Warrant Or Right [Line Items] | ||
Balance, beginning of period | $ 988 | |
Fair value at issuance date | $ 1,425 | |
Change in fair value included in the statement of comprehensive (income) loss | 175 | (437) |
Balance, end of period | $ 1,163 | $ 988 |
STOCKHOLDERS' DEFICIT (Detail_5
STOCKHOLDERS' DEFICIT (Details 4) | Jun. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Sep. 22, 2020$ / shares | Feb. 21, 2020$ / shares | Jan. 31, 2020$ / shares |
Class Of Warrant Or Right [Line Items] | |||||
Debt instrument exercise price | $ 2 | $ 3 | $ 5.87 | ||
Convertible Promissory Note [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Stock price | $ 1.42 | $ 1.68 | |||
Number outstanding | shares | 1,250,000 | 1,250,000 | |||
Measurement Input, Exercise Price [Member] | Convertible Promissory Note [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Debt instrument exercise price | $ 2.05 | $ 2.05 | |||
Risk-free Interest Rate (South Korea government bond) [Member] | Convertible Promissory Note [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants and rights outstanding, measurement input | 0.66 | 0.31 | |||
Expected Volatility (Telcon common stock) [Member] | Convertible Promissory Note [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants and rights outstanding, measurement input | 106 | 101 | |||
Expected Life (in years) [Member] | Convertible Promissory Note [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Expected life (in years) | 3 years 11 months 15 days | 4 years 5 months 15 days |
STOCKHOLDERS' DEFICIT (Detail_6
STOCKHOLDERS' DEFICIT (Details 5) - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding, ending | 8,236,017 | |
Convertible Promissory Note [Member] | Warrant [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding, beginning | 8,439,480 | 4,931,099 |
Granted | 0 | 3,625,000 |
Cancelled, forfeited or expired | (203,463) | (116,619) |
Warrants outstanding, ending | 8,236,017 | 8,439,480 |
STOCKHOLDERS' DEFICIT (Detail_7
STOCKHOLDERS' DEFICIT (Details 6) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | |
Number of Warrants Issued, Outstanding | 8,236,017 |
Total, Exercisable | 6,986,017 |
Warrants Issued Prior to January 1, 2020 - Exercise Price $1.54-$36.24 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Number of Warrants Issued, Outstanding | 4,611,017 |
Weighted Average Remaining Contractual Life (Years), Outstanding | 1 year 7 months 20 days |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 9.14 |
Total, Exercisable | 4,611,017 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 9.14 |
Warrants Issued Prior to January 1, 2020 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Number of Warrants Issued, Outstanding | 4,611,017 |
Total, Exercisable | 4,611,017 |
Warrants Issued in 2020 - Exercise Price $2.05 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Number of Warrants Issued, Outstanding | 1,250,000 |
Weighted Average Remaining Contractual Life (Years), Outstanding | 3 years 11 months 15 days |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 2.05 |
Warrants Issued in 2020 - Exercise Price $1.54 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Number of Warrants Issued, Outstanding | 2,375,000 |
Weighted Average Remaining Contractual Life (Years), Outstanding | 4 years 2 months 12 days |
Weighted Average Exercise Price, Outstanding | $ / shares | $ 1.54 |
Total, Exercisable | 2,375,000 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 1.54 |
Warrants Issued in 2020 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Number of Warrants Issued, Outstanding | 3,625,000 |
Total, Exercisable | 2,375,000 |
STOCKHOLDERS' DEFICIT (Detail_8
STOCKHOLDERS' DEFICIT (Details 7) - 2011 Stock Incentive Option Plan [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Class Of Warrant Or Right [Line Items] | ||
Number of Options outstanding, beginning | 7,110,025 | 7,245,350 |
Number of Options, Granted or deemed granted | 90,000 | |
Number of Options, Cancelled, forfeited and expired | (1,125,753) | (225,325) |
Number of Options outstanding, end | 5,984,272 | 7,110,025 |
Number of Options, Options exercisable | 5,915,180 | 6,986,268 |
Number of Options, Options available for future grant | 0 | 2,302,475 |
Weighted-Average Exercise Price, Options outstanding, beginning | $ 4.63 | $ 4.68 |
Weighted-Average Exercise Price, Granted or deemed granted | 2.05 | |
Weighted-Average Exercise Price, Cancelled, forfeited and expired | 3.82 | 5.08 |
Weighted-Average Exercise Price, Options outstanding, end | 4.78 | 4.63 |
Weighted-Average Exercise Price, Options exercisable | $ 4.05 | $ 4.47 |
STOCKHOLDERS' DEFICIT (Parenthe
STOCKHOLDERS' DEFICIT (Parenthetical) (Details 7) - shares | Jun. 30, 2021 | Dec. 31, 2020 |
2011 Stock Incentive Option Plan [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Options available for future grants | 0 | 2,302,475 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ 192,000 | $ 499,000 | $ 174,000 | $ 213,000 |
Unrecognized tax benefits | $ 0 | $ 0 | 0 | $ 0 |
Federal income tax provision | $ 0 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($)ft² | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)ft² | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Leases [Line Items] | |||||
Rent expense | $ 288,000 | $ 298,000 | $ 589,000 | $ 609,000 | |
Right of use assets | 3,796,000 | 3,796,000 | $ 4,072,000 | ||
Operating lease liabilities | $ 4,328,000 | $ 4,328,000 | |||
Weighted average remaining term of leases | 5 years | 5 years | |||
Weighted average discount rate | 11.50% | 11.50% | |||
Torrance, California [Member] | |||||
Leases [Line Items] | |||||
Operating lease, lease space | ft² | 21,293 | 21,293 | |||
Operating lease, base rental per month | $ 80,886 | ||||
Operating lease, expiration date | Sep. 30, 2026 | ||||
New York [Member] | |||||
Leases [Line Items] | |||||
Operating lease, expiration date | Jan. 31, 2023 | ||||
Operating lease, additional space for rent | ft² | 1,850 | 1,850 | |||
Operating lease, additional base rent per month | $ 8,691 | ||||
Tokyo, Japan [Member] | |||||
Leases [Line Items] | |||||
Operating lease, lease space | ft² | 1,322 | 1,322 | |||
Operating lease, expiration date | Sep. 30, 2022 |
LEASES (Details)
LEASES (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Leases [Abstract] | |
2021 (six months) | $ 577 |
2022 | 1,172 |
2023 | 1,058 |
2024 | 1,063 |
2025 and thereafter | 1,928 |
Total lease payments | 5,798 |
Less: Interest | 1,470 |
Present value of lease liabilities | $ 4,328 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Telcon RF Pharmaceuticals, Inc. ("Telcon") [Member] $ in Millions | Jul. 12, 2017USD ($)Numberkg$ / kg | Jun. 12, 2017USD ($) | Jun. 30, 2020$ / kg |
API Supply Agreement [Member] | |||
Proceeds from supply agreement | $ 31.8 | ||
API Supply Agreement [Member] | PGLG [Member] | |||
Percentage of right to supply | 25.00% | ||
Agreement term | 15 years | ||
Revised API Agreement [Member] | |||
Agreement term | 5 years | ||
Number of renewals | Number | 10 | ||
Purchase quantity | kg | 940,000 | ||
Unit price of grade L-glutamine | $ / kg | 50 | 100 | |
Purchase amount | $ 47 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | ||
Short-term Debt [Line Items] | |||
Principal Amount Outstanding | $ 17,417 | $ 13,574 | |
Willis Lee [Member] | |||
Short-term Debt [Line Items] | |||
Interest Rate | [1] | 12.00% | 12.00% |
Date of Loan | [1] | Oct. 29, 2020 | Oct. 29, 2020 |
Term of Loan | [1] | Due on Demand | Due on Demand |
Principal Amount Outstanding | [1] | $ 100 | $ 100 |
Highest Principal Outstanding | [1] | $ 100 | 100 |
Amount of Principal Repaid | [1] | $ 100 | |
Promissory note payable to related parties [Member] | |||
Short-term Debt [Line Items] | |||
Term of Loan | Subtotal | Subtotal | |
Principal Amount Outstanding | $ 100 | $ 134 | |
Highest Principal Outstanding | 100 | 1,854 | |
Amount of Principal Repaid | 1,820 | ||
Amount of Interest Paid | 55 | ||
Promissory note payable and Revolving line of credit [Member] | |||
Short-term Debt [Line Items] | |||
Principal Amount Outstanding | 700 | 934 | |
Highest Principal Outstanding | 900 | 2,654 | |
Amount of Principal Repaid | 2,020 | ||
Amount of Interest Paid | $ 47 | $ 92 | |
Lan T. Tran [Member] | |||
Short-term Debt [Line Items] | |||
Interest Rate | [1] | 10.00% | |
Date of Loan | [1] | Apr. 29, 2016 | |
Term of Loan | [1] | Due on Demand | |
Principal Amount Outstanding | [1] | $ 20 | |
Highest Principal Outstanding | [1] | $ 20 | |
Lan T. Tran [Member] | |||
Short-term Debt [Line Items] | |||
Interest Rate | [1] | 11.00% | |
Date of Loan | [1] | Feb. 10, 2018 | |
Term of Loan | [1] | Due on Demand | |
Highest Principal Outstanding | [1] | $ 159 | |
Amount of Principal Repaid | [1] | 159 | |
Amount of Interest Paid | [1] | $ 35 | |
Lan T. Tran [Member] | |||
Short-term Debt [Line Items] | |||
Interest Rate | [1] | 10.00% | |
Date of Loan | [1] | Feb. 9, 2019 | |
Term of Loan | [1] | Due on Demand | |
Principal Amount Outstanding | [1] | $ 14 | |
Highest Principal Outstanding | [1] | $ 14 | |
Hope International Hospice, Inc. [Member] | |||
Short-term Debt [Line Items] | |||
Interest Rate | [2] | 12.00% | |
Date of Loan | [2] | Sep. 1, 2020 | |
Term of Loan | [2] | Due on Demand | |
Highest Principal Outstanding | [2] | $ 194 | |
Amount of Principal Repaid | [2] | 194 | |
Amount of Interest Paid | [2] | $ 2 | |
Hope International Homecare [Member] | |||
Short-term Debt [Line Items] | |||
Interest Rate | [2] | 12.00% | |
Date of Loan | [2] | Sep. 1, 2020 | |
Term of Loan | [2] | Due on Demand | |
Highest Principal Outstanding | [2] | $ 189 | |
Amount of Principal Repaid | [2] | 189 | |
Amount of Interest Paid | [2] | $ 1 | |
Soomi Niihara [Member] | |||
Short-term Debt [Line Items] | |||
Interest Rate | [2] | 12.00% | |
Date of Loan | [2] | Sep. 1, 2020 | |
Term of Loan | [2] | Due on Demand | |
Highest Principal Outstanding | [2] | $ 98 | |
Amount of Principal Repaid | [2] | 98 | |
Amount of Interest Paid | [2] | $ 4 | |
Soomi Niihara [Member] | |||
Short-term Debt [Line Items] | |||
Interest Rate | [2] | 12.00% | |
Date of Loan | [2] | Oct. 28, 2020 | |
Term of Loan | [2] | Due on Demand | |
Highest Principal Outstanding | [2] | $ 395 | |
Amount of Principal Repaid | [2] | 395 | |
Amount of Interest Paid | [2] | $ 12 | |
Willis Lee [Member] | |||
Short-term Debt [Line Items] | |||
Interest Rate | [1] | 12.00% | |
Date of Loan | [1] | Sep. 1, 2020 | |
Term of Loan | [1] | Due on Demand | |
Highest Principal Outstanding | [1] | $ 685 | |
Amount of Principal Repaid | [1] | 685 | |
Amount of Interest Paid | [1] | $ 1 | |
Yutaka Niihara [Member] | |||
Short-term Debt [Line Items] | |||
Interest Rate | [1] | 5.25% | 5.25% |
Date of Loan | [1] | Dec. 27, 2019 | Dec. 27, 2019 |
Term of Loan | [1] | Due on Demand | Due on Demand |
Principal Amount Outstanding | [1] | $ 600 | $ 800 |
Highest Principal Outstanding | [1] | 800 | 800 |
Amount of Principal Repaid | [1] | 200 | |
Amount of Interest Paid | [1] | 47 | $ 37 |
Revolving Line of Credit Facility [Member] | |||
Short-term Debt [Line Items] | |||
Term of Loan | Subtotal | ||
Principal Amount Outstanding | 600 | $ 800 | |
Highest Principal Outstanding | 800 | 800 | |
Amount of Principal Repaid | 200 | ||
Amount of Interest Paid | $ 47 | $ 37 | |
[1] | Officer. | ||
[2] | Dr. Niihara, a Director and the Chairman, and Chief Executive Officer of the Company, is also a director and the Chief Executive Officer of Hope International Hospice, Inc. |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) - Telcon, Inc. ("Telcon") [Member] - USD ($) $ in Millions | Jun. 30, 2021 | Jun. 30, 2020 |
Related Party Transaction [Line Items] | ||
Marketable securities common stock outstanding | 4,147,491 | |
Percentage of marketable securities common stock outstanding | 8.40% | |
Convertible notes payable, carrying amount | $ 27.9 |