0001683168-20-003809 | 10-Q | XBRL Viewer | Phio Pharmaceuticals Corp

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2020	Nov. 06, 2020
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Trading Symbol	PHIO
Security 12b title	Common Stock, par value, $0.0001 per share
Security Exchange Name	NASDAQ
Entity Registrant Name	Phio Pharmaceuticals Corp.
Entity Central Index Key	0001533040
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		5,780,592
Entity Small Business	true
Entity Emerging Growth	false
Entity Shell company	false
Entity File Number	001-36304
Entity Interactive Data Current	Yes
Entity Incorporation Country Code	DE
Entity Current Reporting Status	Yes

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash	$ 16,868	$ 6,934
Restricted cash	50	50
Prepaid expenses and other current assets	702	316
Total current assets	17,620	7,300
Right of use asset	428	511
Property and equipment, net	173	210
Other assets	18	18
Total assets	18,239	8,039
Current liabilities:
Accounts payable	742	809
Accrued expenses and other current liabilities	1,375	964
Lease liability	113	107
Total current liabilities	2,230	1,880
Lease liability, net of current portion	325	411
Long-term debt	231	0
Total liabilities	2,786	2,291
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized	0	0
Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,780,533 and 669,433 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	1	1
Additional paid-in capital	116,603	100,566
Accumulated deficit	(101,151)	(94,819)
Total stockholders' equity	15,453	5,748
Total liabilities and stockholders' equity	$ 18,239	$ 8,039

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	5,780,533	669,433
Common stock, shares outstanding	5,780,533	669,433

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Statement [Abstract]
Revenues	$ 0	$ 0	$ 0	$ 21
Operating expenses:
Research and development	1,256	1,042	3,253	3,277
General and administrative	1,050	1,071	3,078	3,062
Total operating expenses	2,306	2,113	6,331	6,339
Operating loss	(2,306)	(2,113)	(6,331)	(6,318)
Total other (expense) income, net	(3)	19	(1)	70
Net loss	$ (2,309)	$ (2,094)	$ (6,332)	$ (6,248)
Net loss per share: Basic and diluted	$ (0.40)	$ (4.53)	$ (1.51)	$ (14.70)
Weighted average shares: basic and diluted	5,780,386	461,990	4,181,862	424,910

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2018	342,578
Beginning balance, value at Dec. 31, 2018	$ 0	$ 99,489	$ (85,911)	$ 13,578
Issuance of common stock upon the exercise of warrants, shares	78,260
Issuance of common stock upon the exercise of warrants, value		43		43
Issuance of restricted stock, shares	4,419
Stock-based compensation expense		160		160
Net Loss			(2,119)	(2,119)
Ending balance, shares at Mar. 31, 2019	425,257
Ending balance, value at Mar. 31, 2019	$ 0	99,692	(88,030)	11,662
Beginning balance, shares at Dec. 31, 2018	342,578
Beginning balance, value at Dec. 31, 2018	$ 0	99,489	(85,911)	13,578
Net Loss				(6,248)
Ending balance, shares at Sep. 30, 2019	466,447
Ending balance, value at Sep. 30, 2019		99,764	(92,159)	7,605
Beginning balance, shares at Mar. 31, 2019	425,257
Beginning balance, value at Mar. 31, 2019	$ 0	99,692	(88,030)	11,662
Issuance of common stock under the employee stock purchase plan, shares	36
Issuance of common stock under the employee stock purchase plan, value		1		1
Issuance of common stock upon the exercise of warrants, shares	30,910
Issuance of common stock upon the exercise of warrants, value		17		17
Stock-based compensation expense		62		62
Net Loss			(2,035)	(2,035)
Ending balance, shares at Jun. 30, 2019	456,203
Ending balance, value at Jun. 30, 2019		99,772	(90,065)	9,707
Issuance of common stock upon vesting of restricted stock units, shares	1,154
Issuance of common stock upon vesting of restricted stock units, value		(3)		(3)
Issuance of common stock under Lincoln Park Capital, LLC purchase agreement, net of offering costs, shares	9,090
Issuance of common stock under Lincoln Park Capital, LLC purchase agreement, net of offering costs, value		(52)		(52)
Stock-based compensation expense		47		47
Net Loss			(2,094)	(2,094)
Ending balance, shares at Sep. 30, 2019	466,447
Ending balance, value at Sep. 30, 2019		99,764	(92,159)	7,605
Beginning balance, shares at Dec. 31, 2019	669,433
Beginning balance, value at Dec. 31, 2019	$ 1	100,566	(94,819)	5,748
Issuance of common stock under the employee stock purchase plan, shares	153
Issuance of common stock under the employee stock purchase plan, value		1		1
Cash in lieu of fractional shares for 1:55 reverse stock split, shares	(1,364)
Cash in lieu of fractional shares for 1:55 reverse stock split, value		(15)		(15)
Issuance of common stock and warrants in connection with registered direct offering and private placement, net of offering costs, shares	197,056
Issuance of common stock and warrants in connection with registered direct offering and private placement, net of offering costs, value		1,467		1,467
Issuance of common stock, pre-funded warrants and warrants in connection with underwritten public offering, net of offering costs of $906, shares	993,633
Issuance of common stock, pre-funded warrants and warrants in connection with underwritten public offering, net of offering costs of $906, value		7,093		7,093
Issuance of common stock upon the exercise of warrants, shares	1,006,367
Issuance of common stock upon the exercise of warrants, value		1		1
Issuance of common stock upon vesting of restricted stock units, shares	2,573
Issuance of common stock upon vesting of restricted stock units, value		(2)		(2)
Stock-based compensation expense		43		43
Net Loss			(2,351)	(2,351)
Ending balance, shares at Mar. 31, 2020	2,867,851
Ending balance, value at Mar. 31, 2020	$ 1	109,154	(97,170)	11,985
Beginning balance, shares at Dec. 31, 2019	669,433
Beginning balance, value at Dec. 31, 2019	$ 1	100,566	(94,819)	5,748
Net Loss				(6,332)
Ending balance, shares at Sep. 30, 2020	5,780,533
Ending balance, value at Sep. 30, 2020	$ 1	116,603	(101,151)	15,453
Beginning balance, shares at Mar. 31, 2020	2,867,851
Beginning balance, value at Mar. 31, 2020	$ 1	109,154	(97,170)	11,985
Issuance of common stock and warrants in connection with registered direct offering and private placement, net of offering costs, shares	1,713,064
Issuance of common stock and warrants in connection with registered direct offering and private placement, net of offering costs, value		3,527		3,527
Issuance of common stock upon the exercise of warrants, shares	1,199,296
Issuance of common stock upon the exercise of warrants, value		3,863		3,863
Issuance of common stock upon vesting of restricted stock units, shares	15
Stock-based compensation expense		30		30
Net Loss			(1,672)	(1,672)
Ending balance, shares at Jun. 30, 2020	5,780,226
Ending balance, value at Jun. 30, 2020	$ 1	116,574	(98,842)	17,733
Offering costs related to the exercise of warrants		(8)		(8)
Issuance of common stock upon vesting of restricted stock units, shares	307
Stock-based compensation expense		37		37
Net Loss			(2,309)	(2,309)
Ending balance, shares at Sep. 30, 2020	5,780,533
Ending balance, value at Sep. 30, 2020	$ 1	$ 116,603	$ (101,151)	$ 15,453

Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019
Reverse stock split		1:55 reverse stock split
Lincoln Park Purchase Agreement [Member]
Payment of offering costs			$ 52
Common Stock And Warrant [Member]
Payment of offering costs	$ 473	$ 273
Stock Pre-funded Warrants and Warrants [Member]
Payment of offering costs		$ 906

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash flows from operating activities:
Net loss	$ (6,332)	$ (6,248)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	55	51
Non-cash lease expense	83	82
Non-cash stock-based compensation	110	269
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(386)	(330)
Accounts payable	(67)	306
Accrued expenses and other liabilities	438	(151)
Lease liability	(80)	(78)
Net cash used in operating activities	(6,179)	(6,099)
Cash flows from investing activities:
Cash paid for purchase of property and equipment	(18)	(77)
Net cash used in investing activities	(18)	(77)
Cash flows from financing activities:
Net proceeds from the issuance of common stock and warrants	12,087	0
Net proceeds from the exercise of warrants	3,856	60
Financing costs from the issuance of common stock under Lincoln Park Capital, LLC purchase agreement	0	(52)
Proceeds from the issuance of common stock in connection with the employee stock purchase plan	1	1
Cash paid in lieu of fractional shares for 1:55 reverse stock split	(15)	0
Proceeds from debt	231	0
Payment of taxes for net share settled restricted stock unit issuances	(2)	(3)
Payments for capital lease obligations less than one year	(27)	0
Net cash provided by financing activities	16,131	6
Net increase (decrease) in cash and restricted cash	9,934	(6,170)
Cash and restricted cash at the beginning of period	6,984	14,929
Cash and restricted cash at the end of period	16,918	8,759
Supplemental disclosure of non-cash investing and financing activities:
Right of use asset obtained in exchange for operating lease liability	0	620
Acquisition of property and equipment included in accrued expenses and other current liabilities	$ 0	$ 33

1. Nature of Operations

9 Months Ended

Sep. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

1. Nature of Operations

Phio Pharmaceuticals Corp. (“Phio,” “we,” “our” or the “Company”) is a biotechnology company developing the next generation of immuno-oncology therapeutics based on its self-delivering RNAi (“INTASYL™”) therapeutic platform. The Company's efforts are focused on silencing tumor-induced suppression of the immune system through its proprietary INTASYL platform with utility in immune cells and the tumor micro-environment. The Company’s goal is to develop powerful INTASYL therapeutic compounds that can weaponize immune effector cells to overcome tumor immune escape, thereby potentially providing patients a powerful new treatment option that goes beyond current treatment modalities.

2. Significant Accounting Policies

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Significant Accounting Policies

2. Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain information and footnote disclosures included in the Company’s annual financial statements have been condensed or omitted. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation of the condensed consolidated financial statements have been included. Interim results are not necessarily indicative of results for a full year.

Reverse Stock Split

Effective January 15, 2020, the Company completed a 1-for-55 reverse stock split of the Company’s outstanding common stock. All share and per share amounts in the financial statements have been retroactively adjusted for all periods presented to give effect to the reverse stock split, including reclassifying an amount equal to the reduction in par value to additional paid-in capital. Unless otherwise noted, shares of common stock issued and outstanding, shares underlying warrants and stock awards, shares reserved, conversion price of convertible securities, exercise prices of warrants and stock awards and loss per share have been proportionately adjusted to reflect the reverse stock split. The reverse stock split did not reduce the number of authorized shares of the Company’s common stock or preferred stock.

Principles of Consolidation

The consolidated financial statements include the accounts of Phio and its wholly-owned subsidiary, MirImmune, LLC. All material intercompany accounts have been eliminated in consolidation.

Risks and Uncertainties

In December 2019, a novel strain of coronavirus, causing COVID-19, was reported to have surfaced in Wuhan, China and has since spread to other parts of the world, including the United States. In March 2020, the World Health Organization declared the outbreak a pandemic. We have not yet experienced any significant impacts or interruptions to our financial condition or operations as a result of the coronavirus pandemic at this time, but have begun to see our third party suppliers and service providers on which we rely becoming impacted, presumably as a result of the pandemic. Without a significant and sustained improvement of the current situation, we may experience significant and longer lasting impacts to certain of our development activities outsourced to third-party service providers. If the measures to contain the outbreak continue or are extended, it may have a more significant effect on our operations and those of third parties on which we rely, including reducing the availability of supplies that we purchase, closures of or delays in businesses that we rely on to provide services and to conduct preclinical and clinical activities for our product candidates and disrupting the supplies and services we rely on for the development of our product candidates. Additionally, a long lasting pandemic may adversely affect future clinical trial initiations and participant recruitment and enrollments, all of which may in turn slow, delay or pause our research and development activities. The ultimate impact of the coronavirus pandemic is highly uncertain and subject to change, and certain of our business operations may be delayed. The Company does not yet know the full extent of such potential delays or impacts on its business and preclinical and clinical trial activities. Moreover, the pandemic creates uncertainty around our ability to access capital markets and raise additional working capital that we will need to sustain our operations over the long term, particularly if the impacts of the pandemic are long lasting and affect us and our vendors and contractors.

Coronavirus Aid, Relief, and Economic Security Act

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted. The CARES Act is an emergency economic stimulus package passed in response to the coronavirus outbreak that includes, but is not limited to, provisions providing aid to small businesses in the form of loans and grants and numerous tax provisions such as certain payroll tax benefits, changes to the net operating loss rules, and the business interest expense deduction rules. On May 11, 2020, the Company received loan proceeds pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. On June 5, 2020, President Trump signed into law the Paycheck Protection Program Flexibility Act of 2020 (the “Flexibility Act”), which amends the PPP created by the CARES Act. The Flexibility Act revises certain terms and provisions of the PPP to address issues raised by eligible borrowers adversely impacted by the ongoing COVID-19 pandemic. Refer to footnote 6 for further details. The Company does not expect the provisions outside of the PPP in the CARES Act to have a material impact on its condensed consolidated financial statements. As there continues to be updates to the provisions under the CARES Act, the Company will continue to assess the potential impacts on our business, results of operations and financial statements.

Uses of Estimates in Preparation of Financial Statements

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The areas subject to significant estimates and judgement include, among others, those related to the fair value of equity awards, research and development expenses, right of use lease assets, the fair value of financial instruments, useful lives of property and equipment, income taxes, and our valuation allowance on our deferred tax assets. On an ongoing basis we evaluate our estimates and base our estimates on historical experience and other relevant assumptions that we believe are reasonable under the circumstances, including as a result of new information that may emerge concerning the coronavirus pandemic. We have made estimates of the impact of the coronavirus pandemic within our financial statements and there may be changes to those estimates in future periods. Actual results could differ materially from these estimates.

Restricted Cash

Restricted cash consists of certificates of deposit held by financial institutions as collateral for the Company’s corporate credit cards.

Leases

In connection with the adoption on January 1, 2019, the Company follows the provisions of the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 842, “Leases” (“ASC 842”). At the inception of a contract, the Company determines whether the contract is or contains a lease based on all relevant facts and circumstances. For contracts that contain a lease, the Company identifies the lease and non-lease components, determines the consideration in the contract and recognizes the classification of the lease as operating or financing. At the commencement date of the lease, the Company recognizes a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term.

The Company has elected the package of practical expedients to not reassess its prior conclusions about lease identification, lease classification and indirect costs and to not separate lease and non-lease components. The Company has elected not to recognize on the balance sheet leases with a term less than one year.

Lease liabilities and the corresponding right of use assets are recorded based on the present value of lease payments to be made over the lease term. The discount rate used to calculate the present value is the rate implicit in the lease, or if not readily determinable, the Company’s incremental borrowing rate. The Company’s incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right of use asset may be required for items such as initial direct costs or incentives received. Lease payments on operating leases are recognized on a straight-line basis over the expected term of the lease. Lease payments on financing leases are recognized using the effective interest method.

Derivative Financial Instruments

The Company follows the provisions of the FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Financial instruments that meet the definition of a derivative are classified as an asset or liability and measured at fair value on the issuance date and are revalued on each subsequent balance sheet date. The changes in fair value are recognized as current period income or loss. Financial instruments that do not meet the definition of a derivative are classified as equity and measured at fair value and recorded as additional paid-in capital in stockholders’ equity at the date of issuance. No further adjustments to their valuation are made.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for restricted cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values due to their short-term nature.

Research and Development Expenses

Research and development expenses relate to compensation and benefits for research and development personnel, facility-related expenses, supplies, external services, costs to acquire technology licenses, expenses associated with preclinical and clinical development activities and other operating costs. Research and development expenses are charged to expense as incurred. Payments made by the Company in advance for research and development services not yet provided and/or for materials not yet received are recorded as prepaid expenses and expensed when the service has been performed or when the goods have been received. Accrued liabilities are recorded related to those expenses for which vendors have not yet billed the Company with respect to services provided and/or materials that it has received.

The Company contracts with third parties to perform various preclinical and clinical activities on its behalf for the continued development of its product candidates. Accruals and expenses are recorded during the period incurred based on such estimates and assumptions as expected cost, passage of time, the achievement of milestones and other information available to us and are assessed on a quarterly basis. Actual results may differ from these estimates and could have a material impact on the Company’s reported results. The Company’s historical accrual estimates have not been materially different from its actual costs.

Stock-based Compensation

The Company follows the provisions of the FASB ASC Topic 718, “Compensation — Stock Compensation” (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based payment awards. Stock-based compensation expense is based on the grant date fair value estimated in accordance with the provisions of ASC 718 and is recognized as an expense over the requisite service period.

Comprehensive Loss

The Company’s comprehensive loss is equal to its net loss for all periods presented.

Net Loss per Share

The Company accounts for and discloses net loss per share in accordance with the FASB ASC Topic 260, “Earnings per Share.” Basic and diluted net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing the Company’s net loss by the weighted average number of common shares outstanding and the impact of all dilutive potential common shares.

3. Liquidity and Going Concern

9 Months Ended

Sep. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Liquidity and Going Concern

3. Liquidity and Going Concern

The Company has reported recurring losses from operations since inception and expects that the Company will continue to have negative cash flows from operations for the foreseeable future. Historically, the Company’s primary source of funding has been the sale of its securities. The Company’s ability to continue to fund its operations is dependent on obtaining funding from third parties, such as proceeds from the issuance of debt, sale of equity, or strategic opportunities, in order to maintain its operations. This is dependent on a number of factors, including the market demand or liquidity of the Company’s common stock. There is no guarantee that debt, additional equity or other funding will be available to us on acceptable terms, or at all. Moreover, the global coronavirus pandemic has led to significant uncertainty and increased volatility in the capital markets. While the potential economic impact brought by, and the duration of, the coronavirus pandemic is difficult to assess or predict, if these conditions in the capital markets continue for an extended period of time it may reduce our ability to access capital, which could negatively impact our short-term and long-term liquidity and our ability to complete our planned preclinical and clinical studies on a timely basis, or at all. The ultimate impact of the coronavirus pandemic on our liquidity is highly uncertain and subject to change. While we anticipate that we may experience a continued impact to our research and development activities, we do not yet know the full extent of potential delays or the impact on our business, financial condition, or our preclinical and clinical trial activities. There may be developments outside of our control that require us to adjust our operating plans and given the nature of the situation, we cannot reasonably estimate the impact of the coronavirus on our financial condition, results of operations or cash flows in the future. If we fail to obtain additional funding when needed, we would be forced to scale back or terminate our operations or seek to merge with or to be acquired by another company.

While we believe that the coronavirus pandemic has not had a significant impact on our financial condition and results of operations at this time, the extent to which the coronavirus pandemic impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus pandemic and the actions to contain the coronavirus or treat its impact, among others. The Company believes that its existing cash, should be sufficient to fund operations for at least the next 12 months from the date of the release of these financial statements.

4. Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2020

Accounting Standards Update and Change in Accounting Principle [Abstract]

Recent Accounting Pronouncements

4. Recent Accounting Pronouncements

In November 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-18, “Collaborative Arrangements (Topic 808)” (“Topic 808”), which clarifies the interaction between Topic 808 and ASC Topic 606, “Revenue from Customers.” The update provides guidance on whether certain transactions between collaborative arrangement participants should be accounted for with revenue under ASC Topic 606 and provides more comparability in the presentation of revenue for certain transactions between collaborative arrangement participants. This ASU is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. This guidance is required to be applied retrospectively to the date of adoption of ASC Topic 606. The Company adopted ASC Topic 606 in the first quarter of 2018 and adopted ASU 2018-18 in the first quarter of 2020. The Company also elected to apply ASU 2018-18 only to contracts that were not completed at the date of initial application of Topic 606. Since the Company has no significant revenue, this ASU has no immediate impact on its condensed consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The amendments in the update simplify the accounting for income taxes by eliminating the exceptions related to the incremental approach for intraperiod tax allocation, the recognition of a deferred tax liability for equity method investments, not recognizing a deferred tax liability for a foreign subsidiary and the general methodology for calculating income taxes in an interim period. The amendments also clarify and simplify other aspects of the accounting for income taxes. The amendments in ASU 2019-12 are effective for public entities for fiscal years, and the interim periods within those fiscal years, beginning after December 20, 2020. Early adoption is permitted. The Company is evaluating the expected impact this guidance may have on the consolidated financial statements and related disclosures.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section 65
-Paragraph 1
-Subparagraph (g)(2)
-URI http://asc.fasb.org/extlink&oid=113356391&loc=SL49131195-203048

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-URI http://asc.fasb.org/topic&trid=2122394

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=113356391&loc=SL49131195-203048

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section S99
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=112272810&loc=SL108384541-122693

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (i)(2)
-URI http://asc.fasb.org/extlink&oid=113356391&loc=SL49131195-203048

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iii)
-URI http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(4)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(ii)
-URI http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(i)
-URI http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 65
-Paragraph 15
-Subparagraph (g)(1)
-URI http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (j)
-URI http://asc.fasb.org/extlink&oid=113356391&loc=SL49131195-203048

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
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+ Details

5. Leases

9 Months Ended

Sep. 30, 2020

Leases [Abstract]

Leases

5. Leases

On January 22, 2019, the Company amended the lease for its corporate headquarters and primary research facility in Marlborough, Massachusetts. The Company leases 7,581 square feet of office and laboratory space, which will expire on March 31, 2024. The lease contains an option to terminate the lease after two years or three years by providing advance written notice of termination pursuant to the terms of the agreement. The exercise of this option was not determined to be reasonably certain and thus is not included in the lease liability on the Company’s balance sheet.

The lease for our corporate headquarters represents substantially all of our significant lease obligations. The amounts reported in the condensed consolidated balance sheets for operating leases in which the Company is the lessee and other supplemental balance sheet information is set forth as follows, in thousands, except lease term and discount rate:

	September 30, 2020			December 31, 2019
Assets
Right of use asset	$	428		$	511
Liabilities
Lease liability, current		113			107
Lease liability, non-current		325			411
Total lease liability	$	438		$	518
Lease Term and Discount Rate
Weighted average remaining lease term		3.83			4.43
Weighted average discount rate		4.70	%		4.64	%

Operating lease cost included in operating expense was $33,000 and $33,000 for the three months ended September 30, 2020 and 2019, respectively. For the nine months ended September 30, 2020 and 2019, operating lease cost included in operating expense was $99,000 and $94,000, respectively. Short-term lease costs were not material for the three and nine months ended September 30, 2020 and 2019.

Cash paid for the amounts included in the measurement of the operating lease liability on the Company’s condensed consolidated balance sheets and included within changes in the lease liability in the operating activities of our condensed consolidated statement of cash flows was $32,200 and $31,000 for the three months ended September 30, 2020 and 2019, respectively, and $95,600 and $90,000 for the nine months ended September 30, 2020 and 2019, respectively.

Future lease payments for our non-cancellable operating leases and a reconciliation to the carrying amount of the operating lease liability presented in the condensed consolidated balance sheet as of September 30, 2020 is as follows, in thousands:


2020 (remaining)	$	32
2021		132
2022		135
2023		140
2024		35
Total lease payments		474
Less: Imputed interest		(36	)
Total operating lease liabilities (includes current portion)	$	438

6. Debt

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Debt

6. Debt

On May 11, 2020, the Company received loan proceeds in the amount of $231,252 from Bank of America, N.A., as lender, pursuant to the PPP under the CARES Act. The PPP loan matures on May 11, 2022 and bears interest at a rate of 1% per year. The loan may be forgiven if used for eligible purposes, including payroll, benefits, rent and utilities. Under the Flexibility Act, the definition of a covered period for which a borrower must spend the PPP loan proceeds in order to be eligible for PPP loan forgiveness is the earlier of the date that is 24-weeks (or eight-weeks at the borrower’s option) from the date the loan was funded or December 31, 2020. Additionally, monthly principal and interest payments are deferred until the date on which the determination of PPP loan forgiveness is remitted to the lender, or 10 months after the end of the loan forgiveness covered period. Payment terms if the PPP loan is not forgiven are not known at this time.

The Company carefully assessed the requirements for application under the PPP and believes that the loan is necessary to support its operations. The Company intends to apply for loan forgiveness, but as loan forgiveness has not yet been determined the Company followed the guidance under the FASB ASC Topic 470, “Debt” (“ASC 470”) in assessing the accounting for the PPP loan proceeds. Per ASC 470, the Company recorded a liability on the balance sheet for the full amount of PPP loan proceeds received and will accrue interest over the term of the loan. As of September 30, 2020, the PPP loan proceeds have been classified as long-term debt on the balance sheet.

7. Stockholders' Equity

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Stockholders' Equity

7. Stockholders’ Equity

February 2020 Registered Direct Offering and Private Placement — On February 6, 2020, the Company completed a registered direct offering (the “February 2020 Registered Offering”) of 197,056 shares of the Company’s common stock at a purchase price of $8.705 per share and in a concurrent private placement, sold warrants to purchase an aggregate of 197,056 shares of the Company’s common stock at a purchase price of $0.125 per underlying warrant share and with an exercise price of $8.71 per share. Net proceeds to the Company from the February 2020 Registered Offering were $1,467,000 after deducting placement agent fees and offering expenses paid by the Company. In connection with the February 2020 Registered Offering, the Company also issued warrants to purchase a total of 14,779 shares of the Company’s common stock with an exercise price of $11.0375 per share to the placement agent, H.C. Wainwright & Co., LLC (“HCW”).

February 2020 Underwritten Public Offering — On February 13, 2020, the Company completed an underwritten public offering of 993,633 shares of the Company’s common stock and pre-funded warrants (the “2020 Pre-Funded Warrants”) to purchase an aggregate of 1,006,367 shares of the Company’s common stock (the “February 2020 Underwritten Offering”). The 2020 Pre-Funded Warrants were immediately exercisable at an exercise price per share of $0.001. Each share of Company common stock or 2020 Pre-Funded Warrant, as applicable, was sold as a unit with a warrant to purchase one share of Company common stock at an exercise price of $4.00 per share (the “February 2020 Warrants”). The combined public offering price was $4.00 per Company common stock unit or $3.999 per 2020 Pre-Funded Warrant unit. Net proceeds from the February 2020 Underwritten Offering were $7,093,000 after deducting underwriting discounts and commissions and offering expenses paid by the Company.

The Company also granted HCW, as underwriter, a 30-day option (the “Option”) to purchase up to an additional 300,000 shares of Company common stock and/or February 2020 Warrants to purchase up to an aggregate of 300,000 shares of Company common stock. On February 12, 2020, HCW partially exercised the Option to purchase an aggregate of 300,000 additional February 2020 Warrants at a public offering price per option warrant of $0.001.

Additionally, pursuant to the February 2020 Underwritten Offering, the Company issued warrants to purchase up to 150,000 shares of Company common stock, immediately exercisable at an exercise price of $5.00 per share to HCW, as underwriter.

April 2020 Registered Direct Offering and Private Placement — On April 2, 2020, the Company completed a registered direct offering (the “April 2020 Offering”) of 1,713,064 shares of the Company’s common stock at a purchase price of $2.21 per share and in a concurrent private placement, sold warrants to purchase an aggregate of 1,713,064 shares of the Company’s common stock at a purchase price of $0.125 per underlying warrant share and with an exercise price of $2.21 per share. Net proceeds to the Company from the April 2020 Offering were $3,527,000 after deducting placement agent fees and offering expenses paid by the Company. In connection with the April 2020 Offering, the Company also issued warrants to purchase a total of 128,480 shares of the Company’s common stock with an exercise price of $2.9188 per share to the placement agent, HCW.

Warrants

The Company first assesses the warrants it issues under the FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) to determine whether they are within the scope of ASC 480. As there are no instances outside of the Company’s control that could require cash settlement of the warrants, including the warrants issued by the Company during the nine months ended September 30, 2020, the Company’s outstanding warrants are outside the scope of ASC 480.

The Company then applies and follows the applicable accounting guidance in ASC 815. Financial instruments are accounted for as either derivative liabilities or as equity instruments depending on the specific terms of the agreement. The Company’s outstanding warrants do not meet the definition of a derivative instrument as they are indexed to the Company’s common stock and classified within stockholders’ equity. Based on this determination, the Company’s warrants issued in the February 2020 Registered Offering, February 2020 Underwritten Offering, April 2020 Offering, as well as all of the Company’s remaining outstanding warrants, are classified within stockholders’ equity.

The following table summarizes the Company’s outstanding equity-classified warrants at September 30, 2020:

	Exercise		Expiration	Balance December 31,		Warrants		Warrants			Warrants			Balance September 30,
Description	Price		Date	2019		Issued		Exercised			Expired			2020
June 2015 Warrants	$	2,860.00	6/2/2020		2,364		–		–			(2,364	)		–
December 2016 Warrants	$	495.00	12/21/2021		23,233		–		–			–			23,233
April 2018 Warrants	$	173.25	5/31/2023		20,599		–		–			–			20,599
April 2018 Placement Agent Warrants	$	223.00	4/9/2023		1,373		–		–			–			1,373
October 2018 Warrants	$	10.45	10/3/2025		389,610		–		–			–			389,610
October 2018 Underwriter Warrants	$	13.06	10/1/2023		29,220		–		–			–			29,220
November 2019 Placement Agent Warrants	$	6.875	11/18/2024		13,636		–		–			–			13,636
February 2020 Registered Direct Warrants	$	8.71	8/6/2025		–		197,056		–			–			197,056
February 2020 Placement Agent Warrants	$	11.0375	2/4/2025		–		14,779		–			–			14,779
February 2020 Underwritten Offering Warrants	$	4.00	2/13/2025		–		2,300,000		(973,500	)		–			1,326,500
February 2020 Pre-funded Warrants	$	0.001	No expiration		–		1,006,367		(1,006,367	)		–			–
February 2020 Underwriter Warrants	$	5.00	2/11/2025		–		150,000		–			–			150,000
April 2020 Warrants	$	2.21	10/2/2025		–		1,713,064		(428,266	)		–			1,284,798
April 2020 Placement Agent Warrants	$	2.9188	3/31/2025		–		128,480		–			–			128,480
					480,035		5,509,746		(2,408,133	)		(2,364	)		3,579,284

There were no warrants exercised during the three months ended September 30, 2020 and 2019.

During the nine months ended September 30, 2020, the Company received net proceeds of $3,856,000 from the exercise of warrants. During the nine months ended September 30, 2019, the Company received net proceeds of $60,000 from the exercise of warrants.

Of the warrants exercised during the nine months ended September 30, 2020, 428,266 of the Company’s April 2020 Warrants were exercised via a cashless exercise transaction and as a result a total of 225,796 shares of common stock were issued. There were no cashless exercises of warrants in the three months ended September 30, 2020 or the three and nine months ended September 30, 2019.

8. Net Loss per Share

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Net Loss per Share

8. Net Loss per Share

The following table sets forth the potential common shares excluded from the calculation of net loss per share because their inclusion would be anti-dilutive:

	September 30,
	2020		2019
Options to purchase common stock		2,637		2,650
Restricted stock units		10,731		9,404
Warrants to purchase common stock		3,579,284		487,569
Total		3,592,652		499,623

9. Stock-based Compensation

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Abstract]

Stock-based Compensation

9. Stock-based Compensation

Restricted Stock Units

Restricted stock units (“RSUs”) are issued under the Company’s 2012 Long-Term Incentive Plan or as inducement grants issued outside of the plan to new employees. RSUs are generally subject to graded vesting and the satisfaction of service requirements. Upon vesting, each outstanding RSU will be exchanged for one share of the Company’s common stock. Employee RSU recipients may elect to net share settle upon vesting, in which case the Company pays the employee’s income taxes due upon vesting and withholds a number of shares of equal value. The fair value of the RSUs awarded are based upon the Company’s closing stock price at the grant date and are expensed over the requisite service period.

The following table summarizes the activity of the Company’s RSUs for the nine months ended September 30, 2020:

	Number of Shares			Weighted- Average Grant Date Fair Value
Unvested units at December 31, 2019		14,945		$	20.50
Granted		–			–
Vested		(3,782	)		24.07
Forfeited		(432	)		14.69
Unvested units at September 30, 2020		10,731		$	19.47

Stock-based compensation expense related to RSUs for the three months ended September 30, 2020 and 2019 was $21,000 and $31,000, respectively. Stock-based compensation expense related to RSUs for the nine months ended September 30, 2020 and 2019 was $69,000 and $110,000, respectively.

Stock Options

The Company uses the Black-Scholes option-pricing model to determine the fair value of all its option grants. The risk-free interest rate used for each grant is based upon the yield on zero-coupon U.S. Treasury securities with a term similar to the expected life of the related option. The Company’s expected stock price volatility assumption is based upon the Company’s own implied volatility. The expected life assumption for option grants is based upon the simplified method provided for under ASC 718. The dividend yield assumption is based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends.

The following table summarizes the activity of the Company’s stock options for the nine months ended September 30, 2020:

	Number of Shares			Weighted- Average Exercise Price Per Share		Aggregate Intrinsic Value
Balance at December 31, 2019		2,659		$	3,298.90
Granted		–			–
Exercised		–			–
Cancelled		(22	)		10,484.90
Balance at September 30, 2020		2,637		$	3,252.04	$	–
Exercisable at September 30, 2020		1,842		$	4,607.81	$	–

Stock-based compensation expense related to stock options for the three months ended September 30, 2020 and 2019 was $16,000 and $16,000, respectively. Stock-based compensation expense related to stock options for the nine months ended September 30, 2020 and 2019 was $41,000 and $53,000, respectively.

Restricted Stock

On August 31, 2018, and through subsequent amendments on December 19, 2018 and February 14, 2019, Geert Cauwenbergh, Dr. Med. Sc., the Company’s former Chief Executive Officer, elected the right to receive, in lieu of cash, for the period from September 15, 2018 to February 28, 2019, up to 50% of his base salary and cash bonuses, if any, (collectively, the “Compensation”) payable in the form of unvested, restricted shares of the Company’s common stock. Such restricted shares were received in the form of a series of grants made on each Company payroll date in lieu of cash payment of the Compensation. All shares issued in lieu of Compensation vested in full on June 1, 2019.

The fair value of the restricted stock was based on the Company’s closing stock price on the date of grant and was expensed over the vesting period. During the nine months ended September 30, 2019, the Company granted 4,419 shares of restricted stock in lieu of Compensation to Dr. Cauwenbergh and recorded $106,000 in stock-based compensation related to the restricted stock.

Compensation Expense Related to Equity Awards

The following table sets forth total stock-based compensation expense for the three and nine months ended September 30, 2020 and 2019, in thousands:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Research and development	$	6	$	6	$	17	$	25
General and administrative		31		41		93		244
Total stock-based compensation	$	37	$	47	$	110	$	269

2. Significant Accounting Policies (Policies)	9 Months Ended
2. Significant Accounting Policies (Policies)	Sep. 30, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain information and footnote disclosures included in the Company’s annual financial statements have been condensed or omitted. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation of the condensed consolidated financial statements have been included. Interim results are not necessarily indicative of results for a full year.
Reverse Stock Split	Reverse Stock Split Effective January 15, 2020, the Company completed a 1-for-55 reverse stock split of the Company’s outstanding common stock. All share and per share amounts in the financial statements have been retroactively adjusted for all periods presented to give effect to the reverse stock split, including reclassifying an amount equal to the reduction in par value to additional paid-in capital. Unless otherwise noted, shares of common stock issued and outstanding, shares underlying warrants and stock awards, shares reserved, conversion price of convertible securities, exercise prices of warrants and stock awards and loss per share have been proportionately adjusted to reflect the reverse stock split. The reverse stock split did not reduce the number of authorized shares of the Company’s common stock or preferred stock.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of Phio and its wholly-owned subsidiary, MirImmune, LLC. All material intercompany accounts have been eliminated in consolidation.
Risks and Uncertainties	Risks and Uncertainties In December 2019, a novel strain of coronavirus, causing COVID-19, was reported to have surfaced in Wuhan, China and has since spread to other parts of the world, including the United States. In March 2020, the World Health Organization declared the outbreak a pandemic. We have not yet experienced any significant impacts or interruptions to our financial condition or operations as a result of the coronavirus pandemic at this time, but have begun to see our third party suppliers and service providers on which we rely becoming impacted, presumably as a result of the pandemic. Without a significant and sustained improvement of the current situation, we may experience significant and longer lasting impacts to certain of our development activities outsourced to third-party service providers. If the measures to contain the outbreak continue or are extended, it may have a more significant effect on our operations and those of third parties on which we rely, including reducing the availability of supplies that we purchase, closures of or delays in businesses that we rely on to provide services and to conduct preclinical and clinical activities for our product candidates and disrupting the supplies and services we rely on for the development of our product candidates. Additionally, a long lasting pandemic may adversely affect future clinical trial initiations and participant recruitment and enrollments, all of which may in turn slow, delay or pause our research and development activities. The ultimate impact of the coronavirus pandemic is highly uncertain and subject to change, and certain of our business operations may be delayed. The Company does not yet know the full extent of such potential delays or impacts on its business and preclinical and clinical trial activities. Moreover, the pandemic creates uncertainty around our ability to access capital markets and raise additional working capital that we will need to sustain our operations over the long term, particularly if the impacts of the pandemic are long lasting and affect us and our vendors and contractors.
Coronavirus Aid, Relief, and Economic Security Act	Coronavirus Aid, Relief, and Economic Security Act On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted. The CARES Act is an emergency economic stimulus package passed in response to the coronavirus outbreak that includes, but is not limited to, provisions providing aid to small businesses in the form of loans and grants and numerous tax provisions such as certain payroll tax benefits, changes to the net operating loss rules, and the business interest expense deduction rules. On May 11, 2020, the Company received loan proceeds pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. On June 5, 2020, President Trump signed into law the Paycheck Protection Program Flexibility Act of 2020 (the “Flexibility Act”), which amends the PPP created by the CARES Act. The Flexibility Act revises certain terms and provisions of the PPP to address issues raised by eligible borrowers adversely impacted by the ongoing COVID-19 pandemic. Refer to footnote 6 for further details. The Company does not expect the provisions outside of the PPP in the CARES Act to have a material impact on its condensed consolidated financial statements. As there continues to be updates to the provisions under the CARES Act, the Company will continue to assess the potential impacts on our business, results of operations and financial statements.
Uses of Estimates in Preparation of Financial Statements	Uses of Estimates in Preparation of Financial Statements The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The areas subject to significant estimates and judgement include, among others, those related to the fair value of equity awards, research and development expenses, right of use lease assets, the fair value of financial instruments, useful lives of property and equipment, income taxes, and our valuation allowance on our deferred tax assets. On an ongoing basis we evaluate our estimates and base our estimates on historical experience and other relevant assumptions that we believe are reasonable under the circumstances, including as a result of new information that may emerge concerning the coronavirus pandemic. We have made estimates of the impact of the coronavirus pandemic within our financial statements and there may be changes to those estimates in future periods. Actual results could differ materially from these estimates.
Restricted Cash	Restricted Cash Restricted cash consists of certificates of deposit held by financial institutions as collateral for the Company’s corporate credit cards.
Leases	Leases In connection with the adoption on January 1, 2019, the Company follows the provisions of the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 842, “Leases” (“ASC 842”). At the inception of a contract, the Company determines whether the contract is or contains a lease based on all relevant facts and circumstances. For contracts that contain a lease, the Company identifies the lease and non-lease components, determines the consideration in the contract and recognizes the classification of the lease as operating or financing. At the commencement date of the lease, the Company recognizes a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. The Company has elected the package of practical expedients to not reassess its prior conclusions about lease identification, lease classification and indirect costs and to not separate lease and non-lease components. The Company has elected not to recognize on the balance sheet leases with a term less than one year. Lease liabilities and the corresponding right of use assets are recorded based on the present value of lease payments to be made over the lease term. The discount rate used to calculate the present value is the rate implicit in the lease, or if not readily determinable, the Company’s incremental borrowing rate. The Company’s incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right of use asset may be required for items such as initial direct costs or incentives received. Lease payments on operating leases are recognized on a straight-line basis over the expected term of the lease. Lease payments on financing leases are recognized using the effective interest method.
Derivative Financial Instruments	Derivative Financial Instruments The Company follows the provisions of the FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Financial instruments that meet the definition of a derivative are classified as an asset or liability and measured at fair value on the issuance date and are revalued on each subsequent balance sheet date. The changes in fair value are recognized as current period income or loss. Financial instruments that do not meet the definition of a derivative are classified as equity and measured at fair value and recorded as additional paid-in capital in stockholders’ equity at the date of issuance. No further adjustments to their valuation are made.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for restricted cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values due to their short-term nature.
Research and Development Expenses	Research and Development Expenses Research and development expenses relate to compensation and benefits for research and development personnel, facility-related expenses, supplies, external services, costs to acquire technology licenses, expenses associated with preclinical and clinical development activities and other operating costs. Research and development expenses are charged to expense as incurred. Payments made by the Company in advance for research and development services not yet provided and/or for materials not yet received are recorded as prepaid expenses and expensed when the service has been performed or when the goods have been received. Accrued liabilities are recorded related to those expenses for which vendors have not yet billed the Company with respect to services provided and/or materials that it has received. The Company contracts with third parties to perform various preclinical and clinical activities on its behalf for the continued development of its product candidates. Accruals and expenses are recorded during the period incurred based on such estimates and assumptions as expected cost, passage of time, the achievement of milestones and other information available to us and are assessed on a quarterly basis. Actual results may differ from these estimates and could have a material impact on the Company’s reported results. The Company’s historical accrual estimates have not been materially different from its actual costs.
Stock-based Compensation	Stock-based Compensation The Company follows the provisions of the FASB ASC Topic 718, “Compensation — Stock Compensation” (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based payment awards. Stock-based compensation expense is based on the grant date fair value estimated in accordance with the provisions of ASC 718 and is recognized as an expense over the requisite service period.
Comprehensive Loss	Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented.
Net Loss per Share	Net Loss per Share The Company accounts for and discloses net loss per share in accordance with the FASB ASC Topic 260, “Earnings per Share.” Basic and diluted net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing the Company’s net loss by the weighted average number of common shares outstanding and the impact of all dilutive potential common shares.

5. Leases (Tables)

9 Months Ended

Sep. 30, 2020

Leases [Abstract]

Schedule of lease information

The amounts reported in the condensed consolidated balance sheet for operating leases in which the Company is the lessee and other supplemental balance sheet information is set forth as follows, in thousands, except lease term and discount rate:

	September 30, 2020			December 31, 2019
Assets
Right of use asset	$	428		$	511
Liabilities
Lease liability, current		113			107
Lease liability, non-current		325			411
Total lease liability	$	438		$	518
Lease Term and Discount Rate
Weighted average remaining lease term		3.83			4.43
Weighted average discount rate		4.70	%		4.64	%

Aggregate future minimum lease payments


2020 (remaining)	$	32
2021		132
2022		135
2023		140
2024		35
Total lease payments		474
Less: Imputed interest		(36	)
Total operating lease liabilities (includes current portion)	$	438

7. Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Summary of outstanding warrants

Based on this determination, the Company’s warrants issued in the February 2020 Registered Offering, February 2020 Underwritten Offering, April 2020 Offering, as well as all of the Company’s remaining outstanding warrants, are classified within stockholders’ equity.

The following table summarizes the Company’s outstanding equity-classified warrants at September 30, 2020:

	Exercise		Expiration	Balance December 31,		Warrants		Warrants			Warrants			Balance September 30,
Description	Price		Date	2019		Issued		Exercised			Expired			2020
June 2015 Warrants	$	2,860.00	6/2/2020		2,364		–		–			(2,364	)		–
December 2016 Warrants	$	495.00	12/21/2021		23,233		–		–			–			23,233
April 2018 Warrants	$	173.25	5/31/2023		20,599		–		–			–			20,599
April 2018 Placement Agent Warrants	$	223.00	4/9/2023		1,373		–		–			–			1,373
October 2018 Warrants	$	10.45	10/3/2025		389,610		–		–			–			389,610
October 2018 Underwriter Warrants	$	13.06	10/1/2023		29,220		–		–			–			29,220
November 2019 Placement Agent Warrants	$	6.875	11/18/2024		13,636		–		–			–			13,636
February 2020 Registered Direct Warrants	$	8.71	8/6/2025		–		197,056		–			–			197,056
February 2020 Placement Agent Warrants	$	11.0375	2/4/2025		–		14,779		–			–			14,779
February 2020 Underwritten Offering Warrants	$	4.00	2/13/2025		–		2,300,000		(973,500	)		–			1,326,500
February 2020 Pre-funded Warrants	$	0.001	No expiration		–		1,006,367		(1,006,367	)		–			–
February 2020 Underwriter Warrants	$	5.00	2/11/2025		–		150,000		–			–			150,000
April 2020 Warrants	$	2.21	10/2/2025		–		1,713,064		(428,266	)		–			1,284,798
April 2020 Placement Agent Warrants	$	2.9188	3/31/2025		–		128,480		–			–			128,480
					480,035		5,509,746		(2,408,133	)		(2,364	)		3,579,284

8. Net Loss per Share (Tables)

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Schedule of antidilutive stock

The following table sets forth the potential common shares excluded from the calculation of net loss per share because their inclusion would be anti-dilutive:

	September 30,
	2020		2019
Options to purchase common stock		2,637		2,650
Restricted stock units		10,731		9,404
Warrants to purchase common stock		3,579,284		487,569
Total		3,592,652		499,623

9. Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Abstract]

Summary of RSU activity

The following table summarizes the activity of the Company’s RSUs for the nine months ended September 30, 2020:

	Number of Shares			Weighted- Average Grant Date Fair Value
Unvested units at December 31, 2019		14,945		$	20.50
Granted		–			–
Vested		(3,782	)		24.07
Forfeited		(432	)		14.69
Unvested units at September 30, 2020		10,731		$	19.47

Summary of Stock Option Activity

The following table summarizes the activity of the Company’s stock options for the nine months ended September 30, 2020:

	Number of Shares			Weighted- Average Exercise Price Per Share		Aggregate Intrinsic Value
Balance at December 31, 2019		2,659		$	3,298.90
Granted		–			–
Exercised		–			–
Cancelled		(22	)		10,484.90
Balance at September 30, 2020		2,637		$	3,252.04	$	–
Exercisable at September 30, 2020		1,842		$	4,607.81	$	–

Details of Stock-based Compensation Expense Recorded

The following table sets forth total stock-based compensation expense for the three and nine months ended September 30, 2020 and 2019, in thousands:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Research and development	$	6	$	6	$	17	$	25
General and administrative		31		41		93		244
Total stock-based compensation	$	37	$	47	$	110	$	269

2. Significant Accounting Policies (Details Narrative)		3 Months Ended
2. Significant Accounting Policies (Details Narrative)	Jan. 15, 2020	Mar. 31, 2020
Accounting Policies [Abstract]
Reverse stock split	Effective January 15, 2020, the Company completed a 1-for-55 reverse stock split	1:55 reverse stock split

5. Leases (Details - Balance sheet lease items) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Leases [Abstract]
Right of use asset	$ 428	$ 511
Lease liability, current	113	107
Lease liability, non-current	325	411
Total lease liability	$ 438	$ 518
Weighted average remaining lease term	3 years 9 months 29 days	4 years 5 months 5 days
Weighted average discount rate	4.70%	4.64%

5. Leases (Details - Future lease payments) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Leases [Abstract]
2020 (remaining)	$ 32
2021	132
2022	135
2023	140
2024	35
Total undiscounted lease payments	474
Less: Effects of discounting	(36)
Total operating lease liabilities	$ 438	$ 518

5. Leases (Details Narrative)	3 Months Ended		9 Months Ended
5. Leases (Details Narrative)	Sep. 30, 2020 USD ($) ft²	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) ft²	Sep. 30, 2019 USD ($)
Operating lease cost	$ 33,000	$ 33,000	$ 99,000	$ 94,000
Operating lease payments	$ 32,200	$ 31,000	$ 95,600	$ 90,000
Office and Laboratory Space [Member]
Lease expiration date			Mar. 31, 2024
Operating lease footage \| ft²	7,581		7,581

6. Debt (Details Narrative) - USD ($)	4 Months Ended	9 Months Ended
6. Debt (Details Narrative) - USD ($)	May 11, 2020	Sep. 30, 2020	Sep. 30, 2019
Proceeds from debt		$ 231,000	$ 0
PPP Loan [Member]
Proceeds from debt	$ 231,252
Debt maturity date	May 11, 2022
Debt interest rate	1.00%

7. Stockholders' Equity (Details - Warrants outstanding) - Warrants [Member] - $ / shares	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Class of Warrant or Right [Line Items]
Warrants outstanding	3,579,284	480,035
Warrants issued	5,509,746
Warrants exercised	(2,408,133)
Warrants expired	(2,364)
June 2015 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 2,860.00
Warrant expiration date	Jun. 02, 2020
Warrants outstanding	0	2,364
Warrants issued	0
Warrants exercised	0
Warrants expired	(2,364)
December 2016 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 495.00
Warrant expiration date	Dec. 21, 2021
Warrants outstanding	23,233	23,233
Warrants issued	0
Warrants exercised	0
Warrants expired	0
April 2018 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 173.25
Warrant expiration date	May 31, 2023
Warrants outstanding	20,599	20,599
Warrants issued	0
Warrants exercised	0
Warrants expired	0
April 2018 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 223.00
Warrant expiration date	Apr. 09, 2023
Warrants outstanding	1,373	1,373
Warrants issued	0
Warrants exercised	0
Warrants expired	0
October 2018 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 10.45
Warrant expiration date	Oct. 03, 2025
Warrants outstanding	389,610	389,610
Warrants issued	0
Warrants exercised	0
Warrants expired	0
October 2018 Underwriter Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 13.06
Warrant expiration date	Oct. 01, 2023
Warrants outstanding	29,220	29,220
Warrants issued	0
Warrants exercised	0
Warrants expired	0
November 2019 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 6.875
Warrant expiration date	Nov. 18, 2024
Warrants outstanding	13,636	13,636
Warrants issued	0
Warrants exercised	0
Warrants expired	0
February 2020 Registered Direct Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 8.71
Warrant expiration date	Aug. 06, 2025
Warrants outstanding	197,056	0
Warrants issued	197,056
Warrants exercised	0
Warrants expired	0
February 2020 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 11.0375
Warrant expiration date	Feb. 04, 2025
Warrants outstanding	14,779	0
Warrants issued	14,779
Warrants exercised	0
Warrants expired	0
February 2020 Underwritten Offering Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 4.00
Warrant expiration date	Feb. 13, 2025
Warrants outstanding	1,326,500	0
Warrants issued	2,300,000
Warrants exercised	(973,500)
Warrants expired	0
February 2020 Pre-funded Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 0.001
Warrants outstanding	0	0
Warrants issued	1,006,367
Warrants exercised	(1,006,367)
Warrants expired	0
February 2020 Underwriter Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 5.00
Warrant expiration date	Feb. 11, 2025
Warrants outstanding	150,000	0
Warrants issued	150,000
Warrants exercised	0
Warrants expired	0
April 2020 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 2.21
Warrant expiration date	Oct. 02, 2025
Warrants outstanding	1,284,798	0
Warrants issued	1,713,064
Warrants exercised	(428,266)
Warrants expired	0
April 2020 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant exercise price	$ 2.9188
Warrant expiration date	Mar. 31, 2025
Warrants outstanding	128,480	0
Warrants issued	128,480
Warrants exercised	0
Warrants expired	0

7. Stockholders' Equity (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended	9 Months Ended
7. Stockholders' Equity (Details Narrative) - USD ($)	Feb. 13, 2020	Feb. 06, 2020	Apr. 02, 2020	Sep. 30, 2020	Sep. 30, 2019
Proceeds from issuance of stock and warrants				$ 12,087,000	$ 0
Proceeds from exercise of warrants				$ 3,856,000	$ 60,000
February 2020 Underwritten Offering [Member]
Stock issued during period, shares	993,633
Proceeds from issuance of stock and warrants	$ 7,093,000
Shares issued, price per share	$ 4.00
April 2020 Offering [Member]
Stock issued during period, shares			1,713,064
Proceeds from issuance of stock and warrants			$ 3,527,000
Shares issued, price per share			$ 2.21
Warrants converted, shares converted				428,266
Warrants converted, common stock issued				225,796
April 2020 Offering [Member] \| Warrants [Member]
Shares issued, price per share			$ .125
Warrants issued			1,713,064
Warrant exercise price			$ 2.21
Placement Agent [Member] \| April 2020 Offering [Member]
Warrants issued			128,480
Warrant exercise price			$ 2.9188
Underwriter [Member] \| February 2020 Underwritten Offering [Member] \| Warrants [Member]
Warrants issued	150,000
Warrant exercise price	$ 5.00
Underwriter [Member] \| February 2020 Underwritten Offering [Member] \| February 2020 Warrants [Member]
Shares issued, price per share	$ 0.001
Warrants issued	300,000
Warrant exercise price	$ 4.00
Option to purchase shares of common stock, shares	300,000
Warrants [Member]
Warrants converted, shares converted				2,408,133
Pre Funded 2020 Warrants [Member] \| February 2020 Underwritten Offering [Member]
Shares issued, price per share	$ 3.999
Warrants issued	1,006,367
Warrant exercise price	$ 0.001
February 2020 Registered Offering [Member]
Stock issued during period, shares		197,056
Proceeds from issuance of stock and warrants		$ 1,467,000
Shares issued, price per share		$ 8.705
February 2020 Registered Offering [Member] \| Warrants [Member]
Shares issued, price per share		$ 0.125
Warrants issued		197,056
Warrant exercise price		$ 8.71
February 2020 Registered Offering [Member] \| Warrants [Member] \| Placement Agent [Member]
Warrants issued		14,779
Warrant exercise price		$ 11.0375

8. Net Loss per Share (Details - Antidilutive shares) - shares	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total amount of anti-dilutive securities excluded from computation of earnings per share	3,592,652	499,623
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total amount of anti-dilutive securities excluded from computation of earnings per share	2,637	2,650
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total amount of anti-dilutive securities excluded from computation of earnings per share	10,731	9,404
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total amount of anti-dilutive securities excluded from computation of earnings per share	3,579,284	487,569

9. Stock-based Compensation (Details - RSU activity) - Restricted Stock Units (RSUs) [Member]	9 Months Ended
	Sep. 30, 2020 $ / shares shares
RSU's unvested units, beginning balance \| shares	14,945
RSU's granted \| shares	0
RSU's vested \| shares	(3,782)
RSU's forfeited \| shares	(432)
RSU's unvested units, ending balance \| shares	10,731
RSU beginning balance, price per share \| $ / shares	$ 20.50
RSU's granted, price per share \| $ / shares
RSU's vested, price per share \| $ / shares	24.07
RSU's forfeited, price per share \| $ / shares	14.69
RSU ending balance, price per share \| $ / shares	$ 19.47

9. Stock-based Compensation (Details - Option activity) - Options [Member] $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($) $ / shares shares
Option outstanding, Beginning Balance \| shares	2,659
Options granted \| shares	0
Options exercised \| shares	0
Options cancelled \| shares	(22)
Options outstanding, ending balance \| shares	2,637
Options exercisable \| shares	1,842
Weighted-Average Exercise Price Per Share, Beginning Balance \| $ / shares	$ 3,298.90
Weighted-Average Exercise Price Per Share, Granted \| $ / shares
Weighted-Average Exercise Price Per Share, Exercised \| $ / shares
Weighted-Average Exercise Price Per Share, Cancelled \| $ / shares	10,484.90
Weighted-Average Exercise Price Per Share, Ending Balance \| $ / shares	3,252.04
Weighted-Average Exercise Price Per Share, Exercisable \| $ / shares	$ 4,607.81
Aggregate Intrinsic Value, Ending Balance \| $	$ 0
Aggregate Intrinsic Value, Exercisable \| $	$ 0

9. Stock-based Compensation (Details - Share-based compensation) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 37	$ 47	$ 110	$ 269
Research and Development Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	6	6	17	25
General and Administrative Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 31	$ 41	$ 93	$ 244

9. Stock-based Compensation (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Restricted Stock [Member] \| Dr. Cauwenbergh [Member]
Share-based compensation expense				$ 106,000
Issuance of restricted stock, shares				4,419
Restricted Stock Units (RSUs) [Member]
Share-based compensation expense	$ 21,000	$ 31,000	$ 69,000	$ 110,000
Options [Member]
Share-based compensation expense	$ 16,000	$ 16,000	$ 41,000	$ 53,000

9. Stock-based Compensation (Details - Option activity) - Options [Member] $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($) $ / shares shares
Option outstanding, Beginning Balance \| shares	2,659
Options granted \| shares	0
Options exercised \| shares	0
Options cancelled \| shares	(22)
Options outstanding, ending balance \| shares	2,637
Options exercisable \| shares	1,842
Weighted-Average Exercise Price Per Share, Beginning Balance \| $ / shares	$ 3,298.90
Weighted-Average Exercise Price Per Share, Granted \| $ / shares
Weighted-Average Exercise Price Per Share, Exercised \| $ / shares
Weighted-Average Exercise Price Per Share, Cancelled \| $ / shares	10,484.90
Weighted-Average Exercise Price Per Share, Ending Balance \| $ / shares	3,252.04
Weighted-Average Exercise Price Per Share, Exercisable \| $ / shares	$ 4,607.81
Aggregate Intrinsic Value, Ending Balance \| $	$ 0
Aggregate Intrinsic Value, Exercisable \| $	$ 0