Delaware
(State or other jurisdiction of
incorporation or organization)
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94-1620407
(I.R.S. employer
identification number)
|
1825 K Street, Suite 510
Washington, DC 20006
(Address of principal executive offices and zip
code)
(800) 304-9888
(Registrant’s telephone number, including area
code)
|
Large
accelerated filer ☐
|
Accelerated
filer ☐
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Non-accelerated
filer ☐ (Do not check if a smaller reporting
company)
|
Smaller
reporting company ☑
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|
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PART
I FINANCIAL INFORMATION
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Page
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Item
1.
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Financial
Statements
|
|
|
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||
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Consolidated
Balance Sheets as of March 31, 2018 (Unaudited) and December 31,
2017
|
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1
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Consolidated
Statements of Operations for the three months ended March 31,
2018 and 2017 (Unaudited)
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2
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Consolidated
Statements of Cash Flows for the three months ended March 31, 2018
and 2017 (Unaudited)
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3
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Condensed
Notes to Consolidated Financial Statements
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4
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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12
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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15
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Item
4.
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Controls
and Procedures
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15
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PART
II OTHER INFORMATION
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||||
Item
1.
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Legal
Proceedings
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16
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Item
1A.
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Risk
Factors
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16
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Item
2.
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Unregistered
Sales of Securities and Use of Proceeds
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16
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Item
3.
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Defaults
Upon Senior Securities
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17
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Item
4.
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Mine
Safety Disclosures
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17
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Item
5.
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Other
Information
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17
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Item
6.
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Exhibits
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18
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SIGNATURES
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19
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GT Biopharma, Inc. and Subsidiaries
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||
as of March 31,2018 and December 31, 2017
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Consolidated Balance Sheets
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||
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March 31, 2018
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December 31, 2017
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ASSETS
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(unaudited)
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Current
Assets:
|
|
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Cash
and cash equivalents
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$2,870,000
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$576,000
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Prepaid
expenses
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-
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-
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Total
Current Assets
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2,870,000
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576,000
|
|
|
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Intangible
assets
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253,777,000
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253,777,000
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Loan
costs
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670,000
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-
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Deposits
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9,000
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9,000
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Fixed
assets, net
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7,000
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6,000
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Total
Other Assets
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254,463,000
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253,792,000
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TOTAL
ASSETS
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$257,333,000
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$254,368,000
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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Current
Liabilities:
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Accounts
payable
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$1,830,000
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$2,546,000
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Accrued
expenses
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283,000
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102,000
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Line
of credit
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31,000
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31,000
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Convertible
debentures, net of discount of $4,829,000
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2,932,000
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-
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Total
Current Liabilities
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5,076,000
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2,679,000
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Total
liabilities
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5,076,000
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2,679,000
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Stockholders’
Deficit:
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Convertible preferred stock - $0.001 par value; 15,000,000 shares
authorized:
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Series
C - 96,230 and 96,230 shares issued and outstanding at March 31,
2018 and December 31, 2017, respectively
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1,000
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1,000
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Series
J – 1,163,548 shares issued and outstanding at March 31, 2018
and December 31, 2017, respectively
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1,000
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1,000
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Common
stock - $0.001 par value; 750,000,000 shares authorized; and
50,117,977 and 50,117,977 shares issued and outstanding at March
31, 2018 and December 31, 2017, respectively
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50,000
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50,000
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Additional
paid-in capital
|
531,963,000
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521,305,000
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Accumulated
deficit
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(279,589,000)
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(269,499,000)
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Noncontrolling
interest
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(169,000)
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(169,000)
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Total
Stockholders’ Deficit
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252,257,000
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251,689,000
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TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$257,333,000
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$254,368,000
|
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March 31,
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|
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2018
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2017
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Revenue:
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(unaudited)
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(unaudited)
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License
revenues
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$-
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$-
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TOTAL
REVENUE
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-
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-
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Cost
of License Revenue
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-
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-
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Gross
profit
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-
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-
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Operating
Expenses:
|
|
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Research
and development
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3,473,000
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144,000
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Selling,
general and administrative
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3,687,000
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1,394,000
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Total
operating expenses
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7,160,000
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1,538,000
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Loss
from Operations
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(7,160,000)
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(1,538,000)
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Other
income (expense)
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Interest
expense/income
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(2,931,000)
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(3,520,000)
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Total
Other Income (Expense)
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(2,931,000)
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(3,520,000)
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Loss
before minority interest and provision for income
taxes
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(10,091,000)
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(5,058,000)
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Less:
Loss attributable to the noncontrolling interests
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-
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-
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Loss
before provision for income taxes
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(10,091,000)
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(5,058,000)
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Provision
for income taxes
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-
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-
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Net
loss
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(10,091,000)
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(5,058,000)
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Loss
per share
|
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Basic
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$(0.20)
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$(26.36)
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Diluted
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$(0.20)
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$(26.36)
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Weighted
Average Shares Outstanding – basic and diluted
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Basic
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50,117,977
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191,847
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Diluted
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50,117,977
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191,847
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2018
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2017
|
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(unaudited)
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(unaudited)
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CASH
FLOWS FROM OPERATING ACTIVITIES:
|
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Net
loss
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$(10,091,000)
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$(5,058,000)
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Adjustments to reconcile net loss to net cash used in operating
activities:
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Depreciation
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1,000
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1,000
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Stock
compensation expense for options and warrants issued to
employees and non-employees
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3,060,000
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873,000
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Amortization
of debt discounts
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2,665,000
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814,000
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Non-cash
interest expense
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266,000
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2,197,000
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Amortization
of loan costs
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407,000
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-
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Changes
in operating assets and liabilities:
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Other
assets
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-
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-
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Accounts
payable and accrued liabilities
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(534,000)
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523,000
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Net
cash used in operating activities
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(4,226,000)
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(650,000)
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CASH
FLOWS FROM INVESTING ACTIVITIES:
|
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Acquisition
of fixed assets
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(2,000)
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-
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Net
cash used by investing activities
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(2,000)
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0
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CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
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Proceeds
from notes payable
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7,055,000
|
866,000
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Loan
costs
|
(533,000)
|
-
|
Repayment
of note payable
|
-
|
-
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Net
cash provided by financing activities
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6,522,000
|
866,000
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Minority
interest
|
-
|
-
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NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
2,294,000
|
216,000
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CASH
AND CASH EQUIVALENTS - Beginning of period
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576,000
|
19,000
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CASH
AND CASH EQUIVALENTS - End of period
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$2,870,000
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$235,000
|
|
|
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Supplemental
disclosures:
|
|
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Interest
paid
|
$-
|
$-
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Income
taxes paid
|
$-
|
$-
|
|
|
|
Supplemental
disclosures:
|
|
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Issuance
of common stock upon conversion of convertible notes
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$-
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$1,864,000
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Issuance
of common stock upon conversion of accrued interest
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$-
|
$442,000
|
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Number
of
Options
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Weighted
Average Exercise Price
|
Outstanding,
December 31, 2017
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1,246
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$1,428.00
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Granted
|
-
|
-
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Exercised
|
-
|
-
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Expired
|
-
|
-
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Outstanding, March
31, 2018
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1,246
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$1,428.00
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Exercisable, March
31, 2018
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1,246
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$1,428.00
|
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Number
of
Warrants
|
Weighted
Average Exercise Price
|
Outstanding at
December 31, 2017:
|
-
|
$-
|
Granted
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1,694,440
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4.58
|
Forfeited
|
-
|
-
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Exercised
|
-
|
-
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Outstanding at
March 31, 2018
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1,694,440
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$4.58
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Exercisable at
March 31, 2018
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1,694,440
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$4.58
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Year ending
December 31:
|
|
2018
|
81,000
|
2019
|
108,000
|
2020
|
81,000
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Total minimum lease
payments
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$270,000
|
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Consolidated
Balance Sheet
|
||
|
December 31,
2017
|
||
|
Previously
Reported
|
Revisions
|
Revised
Report
|
Additional Paid in
Capital
|
$519,702,000
|
$1,603,000
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$521,305,000
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Accumulated
Deficit
|
$(267,896,000)
|
$(1,603,000)
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$(269,499,000)
|
|
Consolidated
Statement of Operations
|
||
|
March 31,
2017
|
||
|
Previously
Reported
|
Revisions
|
Revised
Report
|
Change in Warrant
Liability
|
$2,743,000
|
$(2,743,000)
|
$-
|
Earnings Per
Share
|
$(12.07)
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$(14.29)
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$(26.36)
|
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●
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Pertain
to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets
of the company;
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●
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Provide
reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company;
and
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●
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Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company’s
assets that could have a material effect on the financial
statements.
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||||
Exhibit
|
|
Description
|
|
Herewith
|
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Form
|
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SEC File No.
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Filing Date
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Certificate
of Amendment to the Certificate of Incorporation of the Registrant,
effective as of July 19, 2017.
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8-K
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000-08092
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03/15/18
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Securities
Purchase Agreement by and among the Company and the Buyers, dated
January 22, 2018.
|
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8-K
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000-08092
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01/23/18
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Form of
Registration Rights Agreement by and among the Company and the
Buyers, dated January 22, 2018.
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8-K
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000-08092
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01/23/18
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Form of
Note.
|
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|
8-K
|
|
000-08092
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01/23/18
|
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Form of
Warrant.
|
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8-K
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000-08092
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01/23/18
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Executive
Employment Agreement, dated as of February 15, 2018, between the
Company and Cross.
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8-K
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000-08092
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02/21/18
|
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First
Amendment to the Employment Agreement, dated as of February 14,
2018, between the Company and Dr. Clarence-Smith.
|
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8-K
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000-08092
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02/21/18
|
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Consultant
Agreement, dated as of February 14, 2018, between the Company and
Mr. Cataldo.
|
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8-K
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000-08092
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02/21/18
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Certification
of Principal Executive Officer pursuant to Rule 13a-14 and Rule
15d-14(a), promulgated under the Securities and Exchange Act of
1934, as amended.
|
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X
|
|
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|
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|
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Certification
of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d
14(a), promulgated under the Securities and Exchange Act of 1934,
as amended.
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X
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32.1*
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Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (Chief Executive
Officer).
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X
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32.2*
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Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (Chief Financial
Officer).
|
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X
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Exhibit No.
|
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Description
|
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101.INS
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XBRL Instance Document.
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101.SCH
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XBRL Taxonomy Extension Schema Document.
|
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.
|
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.
|
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE
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XBRL Taxonomy Extension
Presentation Linkbase Document.
|
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*
|
This certification shall not be deemed “filed” for
purposes of Section 18 of the Securities Act of 1934, or
otherwise subject to the liability of that Section, nor shall it be
deemed to be incorporated by reference into any filing under the
Securities Act of 1933 or the Securities Exchange Act of
1934.
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Dated: May 15,
2018
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GT
Biopharma, Inc.
By: /s/
Shawn Cross
Shawn
Cross
Chief Executive
Officer and Chairman of the Board
|
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Name
|
|
Position
|
|
Date
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|
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/s/ Shawn Cross
Shawn
Cross
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Chief
Executive Officer and Chairman of the Board
|
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May 15,
2018
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/s/ Steven
Weldon
Steven
Weldon
|
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Chief
Financial Officer (Principal Financial Officer), and
Director
|
|
May 15,
2018
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/s/ Dr. Kathleen
Clarence-Smith
Dr.
Kathleen Clarence-Smith
|
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Vice
Chairwoman and Director
|
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May 15,
2018
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/s/Anthony J.
Cataldo
Anthony J.
Cataldo
|
|
Director
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May 15,
2018
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/s/ Geoffrey
Davis
Geoffrey
Davis
|
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Director
|
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May 15,
2018
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/s/ Federica
O’Brien
Federica
O’Brien
|
|
Director
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May 15,
2018
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/s/ Peter
Kiener
Peter
Kiener
|
|
Director
|
|
May 15,
2018
|
1.
|
I have
reviewed this quarterly report on Form 10-Q of GT Biopharma,
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the
registrant, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report
is being prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal
control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over
financial reporting; and
|
5.
|
The
registrant’s other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and
the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
|
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
|
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s
internal control over financial reporting.
|
Date:
May 15, 2018
|
|
/s/ Shawn
Cross
|
|
|
|
Shawn
Cross
|
|
|
|
Chief
Executive Officer, Chairman, and Director
|
|
|
|
|
|
1.
|
I have
reviewed this quarterly report on Form 10-Q of GT Biopharma,
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the
registrant, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report
is being prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal
control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over
financial reporting; and
|
5.
|
The
registrant’s other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and
the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
|
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
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b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s
internal control over financial reporting.
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Date: May
15, 2018
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/s/ Steven
Weldon
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Steven
Weldon
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CFO,
Chief Accounting Officer, and Director
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Date:
May 15, 2018
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/s/
Shawn Cross
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Shawn
Cross
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Chief
Executive Officer, Chairman, and Director
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Date:
May 15, 2018
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/s/ Steven
Weldon
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Steven
Weldon
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CFO,
Chief Accounting Officer, and Director
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Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
May 11, 2018 |
|
Document And Entity Information | ||
Entity Registrant Name | GT Biopharma, Inc. | |
Entity Central Index Key | 0000109657 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 50,117,977 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets (Parenthetical) - USD ($) |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Current Liabilities: | ||
Convertible debentures, current, discount | $ 4,829,000 | $ 4,829,000 |
Stockholders' Deficit: | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 15,000,000 | 15,000,000 |
Series C | ||
Stockholders' Deficit: | ||
Preferred stock, issued | 96,230 | 96,230 |
Preferred stock, outstanding | 96,230 | 96,230 |
Series J | ||
Stockholders' Deficit: | ||
Preferred stock, issued | 1,163,548 | 1,163,548 |
Preferred stock, outstanding | 1,163,548 | 1,163,548 |
Consolidated Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Revenue: | ||
License revenues | $ 0 | $ 0 |
TOTAL REVENUE | 0 | 0 |
Cost of License Revenue | 0 | 0 |
Gross profit | 0 | 0 |
Operating Expenses: | ||
Research and development | 3,473,000 | 144,000 |
Selling, general and administrative | 3,687,000 | 1,394,000 |
Total operating expenses | 7,160,000 | 1,538,000 |
Loss from Operations | (7,160,000) | (1,538,000) |
Other income (expense) | ||
Interest expense/income | (2,931,000) | (3,520,000) |
Total Other Income (Expense) | (2,931,000) | (3,520,000) |
Loss before minority interest and provision for income taxes | (10,091,000) | (5,058,000) |
Less: Loss attributable to the noncontrolling interests | 0 | 0 |
Loss before provision for income taxes | (10,091,000) | (5,058,000) |
Provision for income taxes | 0 | 0 |
Net loss | $ (10,091,000) | $ (5,058,000) |
Loss per share | ||
Basic | $ (0.20) | $ (26.36) |
Diluted | $ (0.20) | $ (26.36) |
Weighted Average Shares Outstanding – basic and diluted | ||
Basic | 50,117,977 | 191,847 |
Diluted | 50,117,977 | 191,847 |
Note 1 - The Company and Summary of Significant Accounting Policies |
3 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2018 | ||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
The Company and Summary of Significant Accounting Policies | We are a clinical stage biopharmaceutical company focused on the development and commercialization of novel immuno-oncology products based off our proprietary Tri-specific Killer Engager (TriKE), Tetra-specific Killer Engager (TetraKE) and bi-specific Antibody Drug Conjugate (ADC) technology platforms. Constructs include bispecific and trispecific scFv constructs, proprietary drug payloads, bispecific targeted antibody-drug conjugates, as well as tri- and tetra-specific antibody-directed cellular cytotoxicity, or ADCC. Our proprietary tri- and tetra-specific ADCC platform engages natural killer cells, or NK cells. NK cells are cytotoxic lymphocytes of the innate immune system capable of immune surveillance. NK cells mediate ADCC through the highly potent CD16 activating receptor. Upon activation, NK cells deliver a store of membrane penetrating apoptosis-inducing molecules. Unlike T cells, NK cells do not require antigen priming.
Also, we have a CNS portfolio consisting of innovative reformulations and/or repurposing of existing therapies. We believe these new therapeutic agents address numerous unmet medical needs that can lead to improved efficacy while addressing tolerability and safety issues that tended to limit the usefulness of the original approved drug. These CNS drug candidates address disease states such as chronic neuropathic pain, myasthenia gravis and motion sickness.
In 1965, the corporate predecessor of GT Biopharma, Diagnostic Data, Inc. was incorporated in the State of California. Diagnostic Data changed its incorporation to the State of Delaware in 1972; and changed its name to DDI Pharmaceuticals, Inc. in 1985. In 1994, DDI Pharmaceuticals merged with International BioClinical, Inc. and Bioxytech S.A. and changed its name to OXIS International, Inc. In July 2017, the Company changed its name to GT Biopharma, Inc.
Going Concern
The Company’s current operations have focused on business planning, raising capital, establishing an intellectual property portfolio, hiring, and conducting preclinical studies and clinical trials. The Company does not have any product candidates approved for sale and has not generated any revenue from product sales. The Company has sustained operating losses since inception and expects such losses to continue over the foreseeable future.
The financial statements of the Company have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments that might be necessary should the Company be unable to continue in existence.
The Company has incurred substantial losses and negative cash flows from operations since its inception and has an accumulated deficit of $280 million and cash of $2.8 million as of March 31, 2018. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its products currently in development. Substantial additional financing will be needed by the Company to fund its operations and to commercially develop its product candidates. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
Management is currently evaluating different strategies to obtain the required funding for future operations. These strategies may include, but are not limited to: public offerings of equity and/or debt securities, payments from potential strategic research and development, and licensing and/or marketing arrangements with pharmaceutical companies. Management is also implementing cost saving efforts, including reduction in executive salaries. Management believes that these ongoing and planned financing endeavors, if successful, will provide adequate financial resources to continue as a going concern for at least the next six months from the date the financial statements are issued; however, there can be no assurance in this regard. If the Company is unable to secure adequate additional funding in 2018, its business, operating results, financial condition and cash flows may be materially and adversely affected.
Use of Estimates
The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities revenues and expenses and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
Basis of Consolidation and Comprehensive Income
The accompanying consolidated financial statements include the accounts of GT Biopharma, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated. The Company's financial statements are prepared using the accrual method of accounting.
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and disclosures required by U.S. GAAP for complete consolidated financial statements have been condensed or omitted herein. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, 2017. The unaudited interim condensed consolidated financial information presented herein reflects all normal adjustments that are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The Company is responsible for the unaudited interim consolidated financial statements included in this report. The results of operations of any interim period are not necessarily indicative of the results for the full year.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
Concentrations of Credit Risk
The Company's cash and cash equivalents, marketable securities and accounts receivable are monitored for exposure to concentrations of credit risk. The Company maintains substantially all of its cash balances in a limited number of financial institutions. The balances are each insured by the Federal Deposit Insurance Corporation up to $250,000. The Company had $2,617,000 of balances in excess of this limit at March 31, 2018.
Stock Based Compensation to Employees
The Company accounts for its stock-based compensation for employees in accordance with Accounting Standards Codification (“ASC”) 718. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees over the related vesting period.
The Company granted no stock options during the quarters ended March 31, 2018 and 2017, respectively
Impairment of Long Lived Assets
The Company's long-lived assets currently consist of capitalized patents and other indefinite lived intangible assets. The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If any of the Company's long-lived assets are considered to be impaired, the amount of impairment to be recognized is equal to the excess of the carrying amount of the assets over the fair value of the assets. There was no impairment of any of the indefinite lived intangibles during the quarter ended March 31, 2018.
Income Taxes
The Company accounts for income taxes using the asset and liability approach, whereby deferred income tax assets and liabilities are recognized for the estimated future tax effects, based on current enacted tax laws, of temporary differences between financial and tax reporting for current and prior periods. Deferred tax assets are reduced, if necessary, by a valuation allowance if the corresponding future tax benefits may not be realized.
Net Income (Loss) per Share
Basic net income (loss) per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period, plus the potential dilutive effect of common shares issuable upon exercise or conversion of outstanding stock options and warrants during the period. The weighted average number of potentially dilutive common shares excluded from the calculation of net income (loss) per share totaled in 1,695,686 and 848,115 as of March 31, 2018 and 2017, respectively.
Patents
Acquired patents are capitalized at their acquisition cost or fair value. The legal costs, patent registration fees and models and drawings required for filing patent applications are capitalized if they relate to commercially viable technologies. Commercially viable technologies are those technologies that are projected to generate future positive cash flows in the near term. Legal costs associated with patent applications that are not determined to be commercially viable are expensed as incurred. All research and development costs incurred in developing the patentable idea are expensed as incurred. Legal fees from the costs incurred in successful defense to the extent of an evident increase in the value of the patents are capitalized.
Capitalized cost for pending patents are amortized on a straight-line basis over the remaining twenty year legal life of each patent after the costs have been incurred. Once each patent is issued, capitalized costs are amortized on a straight-line basis over the shorter of the patent's remaining statutory life, estimated economic life or ten years.
Fixed Assets
Fixed assets is stated at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which are 3 to 10 years for machinery and equipment and the shorter of the lease term or estimated economic life for leasehold improvements.
Fair Value
The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels are defined as follows:
Research and Development
Research and development costs are expensed as incurred and reported as research and development expense. Research and development costs totaling $3,473,000 and $144,000 for the years ended March 31, 2018 and 2017, respectively.
Revenue Recognition
License Revenue
License arrangements may consist of non-refundable upfront license fees, exclusive licensed rights to patented or patent pending technology, and various performance or sales milestones and future product royalty payments. Some of these arrangements are multiple element arrangements.
Non-refundable, up-front fees that are not contingent on any future performance by us, and require no consequential continuing involvement on our part, are recognized as revenue when the license term commences and the licensed data, technology and/or compound is delivered. We defer recognition of non-refundable upfront fees if we have continuing performance obligations without which the technology, right, product or service conveyed in conjunction with the non-refundable fee has no utility to the licensee that is separate and independent of our performance under the other elements of the arrangement. In addition, if we have continuing involvement through research and development services that are required because our know-how and expertise related to the technology is proprietary to us, or can only be performed by us, then such up-front fees are deferred and recognized over the period of continuing involvement.
Payments related to substantive, performance-based milestones in a research and development arrangement are recognized as revenue upon the achievement of the milestones as specified in the underlying agreements when they represent the culmination of the earnings process. As of March 31, 2018, the Company has not generated any licensing revenue. |
Note 2 - Intangibles |
3 Months Ended |
---|---|
Mar. 31, 2018 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | |
Intangibles | On September 1, 2017, the Company entered into an Agreement and Plan of Merger whereby it acquired 100% of the issued and outstanding capital stock of Georgetown Translational Pharmaceuticals, Inc. (GTP). In exchange for the ownership of GTP, the Company issued a total of 16,927,878 shares of its common stock, having a share price of $15.00 on the date of the transaction, to the three prior owners of GTP which represents 33% of the issued and outstanding capital stock of the Company on a fully diluted basis. $253,777,000 of the value of shares issued were allocated to intangible assets.
As stated in Note 1, Company's long-lived assets currently consist of capitalized patents and other indefinite lived intangible assets. The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If any of the Company's long-lived assets are considered to be impaired, the amount of impairment to be recognized is equal to the excess of the carrying amount of the assets over the fair value of the assets. There was no impairment of any of the indefinite lived intangibles during the quarter ended March 31, 2018
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Note 3 - Debt |
3 Months Ended |
---|---|
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Convertible Notes
On January 22, 2018, the Company entered into a Securities Purchase Agreement (“SPA”) with the fourteen accredited investors (individually, a “Buyer” and collectively, the “Buyers”) pursuant to which the Company has agreed to issue to the Buyers senior convertible notes in an aggregate principal amount of $7,760,510 (the “Notes”), which Notes shall be convertible into the Company’s common stock, par value $0.001 per share (the “Common Stock”), and five-year warrants to purchase the Company’s Common Stock representing the right to acquire an aggregate of approximately 1,694,440 shares of Common Stock (the “Warrants”).
Pursuant to the terms of SPA the Notes are subject to an original issue discount of 10% resulting in proceeds to the Company of $7,055,000 from the transaction. The Notes are due on July 22, 2018. The Notes are convertible, at the option of the Buyers, at any time prior to payment in full, into shares of common stock of the Company at a price of $4.58 per share (“Conversion Price”). According to the terms of the note agreement, the Notes are subject to certain adjustments depending upon the price and structure of a subsequent financing, including a qualified financing with gross proceeds of at least $20 million, as defined in the agreements.
Upon the purchase of the Notes, the Buyers received Warrants to purchase 1,694,440 shares of Common Stock. Such Warrants are exercisable for five years from the date the shares underlying the Warrants are freely saleable. The initial Exercise Price is $4.58. According to the terms of the warrant agreement, the warrants are subject to certain adjustments depending upon the price and structure of a subsequent financing, including a qualified financing with gross proceeds of at least $20 million, as defined in the agreements.
The issuance of the Notes and Warrants were made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act.
Contemporaneously with the execution and delivery of the SPA, the Company and the Buyers executed and delivered a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws. All descriptions of the SPA, the Registration Rights Agreement, the Notes and the Warrants contained herein are qualified in their entirety by reference to the exhibits filed herewith.
Financing Agreement
On November 8, 2010, the Company entered into a financing arrangement with Gemini Pharmaceuticals, Inc., a product development and manufacturing partner of the Company, pursuant to which Gemini Pharmaceuticals made a $250,000 strategic equity investment in the Company and agreed to make a $750,000 purchase order line of credit facility available to the Company. The outstanding principal of all Advances under the Line of Credit will bear interest at the rate of interest of prime plus 2 percent per annum. There is $31,000 due on this credit line at March 31, 2018. |
Note 4 - Stockholders' Equity |
3 Months Ended |
---|---|
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Preferred Stock
On September 1, 2017, the Company authorized 2,000,000 shares of Series J Preferred Stock. Shares of Series J Preferred Stock will have the same voting rights as shares of common stock with each share of Series J Preferred Stock entitled to one vote at a meeting of the shareholders of the Corporation. Shares of Series J Preferred Stock will not be entitled to receive any dividends, unless and until specifically declared by our board of directors. The holders of the Series J Preferred Stock will participate, on an as-if-converted-to-common stock basis, in any dividends to the holders of common stock. Each share of the Series J Preferred Stock is convertible into one share of our common stock at any time at the option of the holder.
On September 1, 2017 the Company issued a total of 208,224 shares of Series J Preferred Stock in exchange for the conversion of debt in the total amount of $250,000.
On September 1, 2017 the Company issued a total of 700,278 shares of Series J Preferred Stock in exchange for the cancellation of debt in the total amount of $840,000.
On September 1, 2017 the Company issued 5,046 shares of Series J Preferred Stock upon the exercise of warrants on a cashless basis.
On September 1, 2017 the Company also issued 600,000 shares of Series J Preferred Stock to one entity as payment for $720,000 of consulting services provided to the Company.
In December 2017, the Company converted 350,000 Series J shares of preferred stock into 350,000 shares of common stock.
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Note 5 - Stock Options and Warrants |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Guarantees [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Options and Warrants | Stock Options
The following table summarizes stock option transactions for the quarter ended March 31, 2018:
Common Stock Warrants
Warrant transactions for the quarter ended March 31, 2018 are as follows:
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Note 6 - Commitments and Contingencies |
3 Months Ended | |||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | ||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | Leases On September 1, 2017, the Company has entered into a three-year lease agreement for its office in Washington, D.C. In addition to minimum rent, certain leases require payment of real estate taxes, insurance, common area maintenance charges and other executory costs. These executory costs are not included in the table below. The Company recognizes rent expense under such arrangements on a straight-line basis over the effective term of each lease.
The following table summarizes the Company’s future minimum lease commitments as of March 31, 2018 :
Rent expense for the quarters ended March 31, 2018 and 2017 was $27,000 and $3,000, respectively.
Employment Agreements
On February 14, 2018, the Company entered into the First Amendment to the Employment Agreement with Dr. Clarence-Smith, amending the Employment Agreement, dated September 1, 2017, between the Company and Dr. Clarence-Smith. Under the First Amendment, Dr. Clarence-Smith’s title has been revised to reflect her new position and she will be paid an annual salary of $500,000, paid in equal monthly installment. All other terms of her original Employment Agreement remain unchanged.
On February 14, 2018, the Company entered into a Consultant Agreement with Mr. Cataldo. The term of the Consultant Agreement lasts until August 31, 2020 and is terminable at will and is subject to automatic extension for successive one-year periods. Mr. Cataldo will be paid $41,666.67 per month during the term of the Consultant Agreement and will be entitled to participate in the Company’s bonus plans.
On February 15, 2018, the Company entered into an Executive Employment Agreement with Mr. Cross, pursuant to which Mr. Cross will be employed as the Company’s Chief Executive Officer. The term of the Executive Employment Agreement is three years and is terminable at will by either the Company or Mr. Cross and subject to automatic extensions for successive one year periods. Mr. Cross will be paid an annual salary of $500,000, paid in equal monthly installment. Mr. Cross is also entitled to participate in the Company’s bonus plans. Under the Executive Employment Agreement, the Company has agreed that it will recommend to the Board that the Company grant Mr. Cross an option to purchase 2,000,000 shares of the Company’s common stock at an exercise price equal to the fair market value of each share as determined by the Board as of the date of the grant. The stock option grant would vest according to the following schedule: (i) 34% of the shares on February 15, 2018, (ii) 33% of the shares on February 15, 2019, and (iii) 33% of the shares on February 15, 2020.
If any of our executive officers’ employment with us is terminated involuntarily, or any executive resigns with good reason as a result of a change in control, the executive will receive (i) all compensation and benefits earned through the date of termination of employment; (ii) a lump-sum payment equal to the greater of (a) the bonus paid or payable to the executive for the year immediately prior to the year in which the change in control occurred and (b) the target bonus under the performance bonus plan in effect immediately prior to the year in which the change in control occurs; (iii) a lump-sum payment equivalent to the remaining base salary (as it was in effect immediately prior to the change in control) due to the executive from the date of involuntary termination to the end of the term of the employment agreement or one half of the executive’s base salary then in effect, whichever is the greater; and (iv) reimbursement for the cost of medical, life, disability insurance coverage at a level equivalent to that provided by us for a period expiring upon the earlier of (a) one year or (b) the time the executive begins alternative employment where said insurance coverage is available and offered to the executive. |
Note 7 - Change on Accounting Method |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Note 7 - Change On Accounting Method | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Change on Accounting Method | Adoption of ASU 2017-11
In connection with the securities purchase agreements and debt transactions during and previous the year ended December 31, 2017, the Company issued warrants, to purchase common stock with a five-year term. Upon issuance of the warrants, the Company evaluated the note agreement to determine if the agreement contained any embedded components that would qualify the agreement as a derivative. The Company identified certain put features embedded in the warrants that potentially could result in a net cash settlement in the event of a fundamental transaction, requiring the Company to classify the warrants as a derivative liability. The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 during the three months ended March 31, 2018 on a retrospective basis. Accordingly, the Company recorded the warrant derivative and conversion option derivative liabilities to additional paid in capital upon issuance.
The following table provides a summary of the derivative liability activity as a result of the adoption of ASU 2017-11:
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Note 8 - Subsequent Events |
3 Months Ended |
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Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | The Company evaluated subsequent events from March 31, 2018 through the date of this filing and concluded that no subsequent events have occurred that would require recognition or disclosure in the consolidated financial statements.
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Note 1 - The Company and Summary of Significant Accounting Policies (Policies) |
3 Months Ended | |||||||||
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Mar. 31, 2018 | ||||||||||
Company And Summary Of Significant Accounting Policies Policies | ||||||||||
Going Concern | The Company’s current operations have focused on business planning, raising capital, establishing an intellectual property portfolio, hiring, and conducting preclinical studies and clinical trials. The Company does not have any product candidates approved for sale and has not generated any revenue from product sales. The Company has sustained operating losses since inception and expects such losses to continue over the foreseeable future.
The financial statements of the Company have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments that might be necessary should the Company be unable to continue in existence.
The Company has incurred substantial losses and negative cash flows from operations since its inception and has an accumulated deficit of $280 million and cash of $2.8 million as of March 31, 2018. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its products currently in development. Substantial additional financing will be needed by the Company to fund its operations and to commercially develop its product candidates. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
Management is currently evaluating different strategies to obtain the required funding for future operations. These strategies may include, but are not limited to: public offerings of equity and/or debt securities, payments from potential strategic research and development, and licensing and/or marketing arrangements with pharmaceutical companies. Management is also implementing cost saving efforts, including reduction in executive salaries. Management believes that these ongoing and planned financing endeavors, if successful, will provide adequate financial resources to continue as a going concern for at least the next six months from the date the financial statements are issued; however, there can be no assurance in this regard. If the Company is unable to secure adequate additional funding in 2018, its business, operating results, financial condition and cash flows may be materially and adversely affected.
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Use of Estimates | The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities revenues and expenses and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
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Basis of Consolidation and Comprehensive Income | The accompanying consolidated financial statements include the accounts of GT Biopharma, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated. The Company's financial statements are prepared using the accrual method of accounting.
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Basis of Presentation | The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and disclosures required by U.S. GAAP for complete consolidated financial statements have been condensed or omitted herein. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, 2017. The unaudited interim condensed consolidated financial information presented herein reflects all normal adjustments that are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The Company is responsible for the unaudited interim consolidated financial statements included in this report. The results of operations of any interim period are not necessarily indicative of the results for the full year.
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Cash and Cash Equivalents | The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
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Concentrations of Credit Risk | The Company's cash and cash equivalents, marketable securities and accounts receivable are monitored for exposure to concentrations of credit risk. The Company maintains substantially all of its cash balances in a limited number of financial institutions. The balances are each insured by the Federal Deposit Insurance Corporation up to $250,000. The Company had $2,617,000 of balances in excess of this limit at March 31, 2018.
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Stock Based Compensation to Employees | The Company accounts for its stock-based compensation for employees in accordance with Accounting Standards Codification (“ASC”) 718. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees over the related vesting period.
The Company granted no stock options during the quarters ended March 31, 2018 and 2017, respectively
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Impairment of Long Lived Assets | The Company's long-lived assets currently consist of capitalized patents and other indefinite lived intangible assets. The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If any of the Company's long-lived assets are considered to be impaired, the amount of impairment to be recognized is equal to the excess of the carrying amount of the assets over the fair value of the assets. There was no impairment of any of the indefinite lived intangibles during the quarter ended March 31, 2018. |
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Income Taxes | The Company accounts for income taxes using the asset and liability approach, whereby deferred income tax assets and liabilities are recognized for the estimated future tax effects, based on current enacted tax laws, of temporary differences between financial and tax reporting for current and prior periods. Deferred tax assets are reduced, if necessary, by a valuation allowance if the corresponding future tax benefits may not be realized.
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Net Income (Loss) per Share | Basic net income (loss) per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period, plus the potential dilutive effect of common shares issuable upon exercise or conversion of outstanding stock options and warrants during the period. The weighted average number of potentially dilutive common shares excluded from the calculation of net income (loss) per share totaled in 1,695,686 and 848,115 as of March 31, 2018 and 2017, respectively.
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Patents | Acquired patents are capitalized at their acquisition cost or fair value. The legal costs, patent registration fees and models and drawings required for filing patent applications are capitalized if they relate to commercially viable technologies. Commercially viable technologies are those technologies that are projected to generate future positive cash flows in the near term. Legal costs associated with patent applications that are not determined to be commercially viable are expensed as incurred. All research and development costs incurred in developing the patentable idea are expensed as incurred. Legal fees from the costs incurred in successful defense to the extent of an evident increase in the value of the patents are capitalized.
Capitalized cost for pending patents are amortized on a straight-line basis over the remaining twenty year legal life of each patent after the costs have been incurred. Once each patent is issued, capitalized costs are amortized on a straight-line basis over the shorter of the patent's remaining statutory life, estimated economic life or ten years.
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Fixed Assets | Fixed assets is stated at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which are 3 to 10 years for machinery and equipment and the shorter of the lease term or estimated economic life for leasehold improvements.
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Fair Value | The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels are defined as follows:
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Research and Development | Research and development costs are expensed as incurred and reported as research and development expense. Research and development costs totaling $3,473,000 and $144,000 for the years ended March 31, 2018 and 2017, respectively.
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Revenue Recognition | License Revenue
License arrangements may consist of non-refundable upfront license fees, exclusive licensed rights to patented or patent pending technology, and various performance or sales milestones and future product royalty payments. Some of these arrangements are multiple element arrangements.
Non-refundable, up-front fees that are not contingent on any future performance by us, and require no consequential continuing involvement on our part, are recognized as revenue when the license term commences and the licensed data, technology and/or compound is delivered. We defer recognition of non-refundable upfront fees if we have continuing performance obligations without which the technology, right, product or service conveyed in conjunction with the non-refundable fee has no utility to the licensee that is separate and independent of our performance under the other elements of the arrangement. In addition, if we have continuing involvement through research and development services that are required because our know-how and expertise related to the technology is proprietary to us, or can only be performed by us, then such up-front fees are deferred and recognized over the period of continuing involvement.
Payments related to substantive, performance-based milestones in a research and development arrangement are recognized as revenue upon the achievement of the milestones as specified in the underlying agreements when they represent the culmination of the earnings process. As of March 31, 2018, the Company has not generated any licensing revenue.
|
Note 5 - Stock Options and Warrants (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Options And Warrants Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of the stock option activity |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of the warrant activity |
|
Note 6 - Commitments and Contingencies (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2018 | ||||||||||||||||||||||||||||||||||||
Note 6 - Commitments And Contingencies Tables | ||||||||||||||||||||||||||||||||||||
Future minimum lease commitments |
|
Note 7 - Change on Accounting Method (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 7 - Change On Accounting Method Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Adoption of new accounting standard |
|
Note 1 - The Company and Summary of Significant Accounting Policies (Details Narrative) - USD ($) |
3 Months Ended | |||
---|---|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Company And Summary Of Significant Accounting Policies Tables | ||||
Accumulated deficit | $ (279,589,000) | $ (269,499,000) | ||
Cash and cash equivalent | $ 2,870,000 | $ 235,000 | $ 576,000 | $ 19,000 |
Diluted shares excluded from calcuation of EPS | 1,695,686 | 848,115 | ||
Research and development | $ 3,473,000 | $ 144,000 |
Note 5 - Stock Options and Warrants (Details) |
3 Months Ended |
---|---|
Mar. 31, 2018
$ / shares
shares
| |
Options Outstanding | |
Exercisable as of March 31, 2018 | shares | 1,246 |
Weighted Average Exercise Price | |
Exercisable as of March 31, 2018 | $ / shares | $ 1,428.00 |
Stock Options | |
Options Outstanding | |
Outstanding as of December 31, 2017 | shares | 1,246 |
Granted | shares | 0 |
Forfeited | shares | 0 |
Exercised | shares | 0 |
Outstanding as of March 31, 2018 | shares | 1,246 |
Weighted Average Exercise Price | |
Outstanding as of December 31, 2017 | $ / shares | $ 1,428.00 |
Granted | $ / shares | .00 |
Forfeited | $ / shares | .00 |
Exercised | $ / shares | .00 |
Outstanding as of March 31, 2018 | $ / shares | $ 1,428.00 |
Note 5 - Stock Options and Warrants (Details 1) |
3 Months Ended |
---|---|
Mar. 31, 2018
$ / shares
shares
| |
Warrants Outstanding | |
Exercisable as of March 31, 2018 | shares | 1,694,440 |
Weighted Average Exercise Price | |
Exercisable as of March 31, 2018 | $ / shares | $ 4.58 |
WarrantMember | |
Warrants Outstanding | |
Outstanding as of December 31, 2017 | shares | 0 |
Granted | shares | 1,694,440 |
Forfeited | shares | (339,932) |
Exercised | shares | 0 |
Outstanding as of March 31, 2018 | shares | 1,694,440 |
Weighted Average Exercise Price | |
Outstanding as of December 31, 2017 | $ / shares | $ .00 |
Granted | $ / shares | 4.58 |
Forfeited | $ / shares | .00 |
Exercised | $ / shares | .00 |
Outstanding as of March 31, 2018 | $ / shares | $ 4.58 |
Note 6 - Commitments and Contingencies (Details) |
Mar. 31, 2018
USD ($)
|
---|---|
Note 6 - Commitments And Contingencies Details | |
2018 | $ 81,000 |
2019 | 108,000 |
2020 | 81,000 |
Total minimum lease payments | $ 270,000 |
Note 6 - Commitments and Contingencies (Details Narrative) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Note 6 - Commitments And Contingencies Details Narrative | ||
Rent expense | $ 27,000 | $ 3,000 |
Note 7 - Change on Accounting Method (Details) - USD ($) |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2018 |
Dec. 31, 2017 |
|
Additional Paid in Capital | $ 531,963,000 | $ 521,305,000 | |
Accumulated Deficit | $ (279,589,000) | (269,499,000) | |
Change in Warrant Liability | $ 0 | ||
Earnings Per Share | $ (26.36) | ||
Previously Reported | |||
Additional Paid in Capital | 519,702,000 | ||
Accumulated Deficit | (267,896,000) | ||
Change in Warrant Liability | $ 2,743,000 | ||
Earnings Per Share | $ (12.07) | ||
Revisions | |||
Additional Paid in Capital | 1,603,000 | ||
Accumulated Deficit | $ (1,603,000) | ||
Change in Warrant Liability | $ (2,743,000) | ||
Earnings Per Share | $ (14.29) |
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