GI DYNAMICS, INC., 10-Q filed on 11/10/2020
Quarterly Report
v3.20.2
Document And Entity Information - shares
9 Months Ended
Sep. 30, 2020
Oct. 20, 2020
Document Information Line Items    
Entity Registrant Name GI DYNAMICS, INC.  
Document Type 10-Q  
Current Fiscal Year End Date --12-31  
Entity Common Stock, Shares Outstanding   88,093,659
Amendment Flag false  
Entity Central Index Key 0001245791  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Document Period End Date Sep. 30, 2020  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q3  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity File Number 000-55195  
Entity Incorporation, State or Country Code DE  
Entity Interactive Data Current Yes  
v3.20.2
Consolidated Balance Sheets (unaudited) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Current assets:    
Cash $ 2,675 $ 2,499
Restricted cash 30 30
Prepaid expenses 3,292 1,059
Other current assets 156 171
Total current assets 6,153 3,759
Property and equipment, net 20 42
Operating lease right-of-use assets, net of amortization 281 386
Total assets 6,454 4,187
Current liabilities:    
Accounts payable 258 636
Accrued expenses 831 1,353
Short term debt to related party   5,000
Short term debt, other 318  
Derivative liabilities   10
Short term operating lease liabilities 171 169
Total current liabilities 1,578 7,168
Long term debt to related party, net of debt discount 3,202  
Long term lease liabilities 106 217
Total liabilities 4,886 7,385
Commitments and contingencies
Redeemable Preferred Stock:    
Redeemable Preferred Stock – 118,000,000 and 0 shares authorized at September 30, 2020 and December 31, 2019, respectively; 60,085,583 and 0 shares issued and outstanding at September 30, 2020 and December 31 2019, respectively 5,325
Stockholders’ deficit:    
Common stock, $0.01 par value – 280,000,000 and 75,000,000 shares authorized at September 30, 2020 and December 31, 2019, respectively; 88,093,659 and 36,598,291 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively 881 366
Additional paid-in capital 289,162 280,928
Accumulated deficit (293,800) (284,492)
Total stockholders’ deficit (3,757) (3,198)
Total liabilities, redeemable preferred stock and stockholders’ deficit $ 6,454 $ 4,187
v3.20.2
Consolidated Balance Sheets (unaudited) (Parentheticals) - $ / shares
Sep. 30, 2020
Dec. 31, 2019
Statement of Financial Position [Abstract]    
Preferred stock, shares authorized 118,000,000
Preferred stock, shares issued 60,085,583
Preferred stock, shares outstanding 60,085,583
Common stock, par value (in Dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized 280,000,000 75,000,000
Common stock, shares issued 88,093,659 36,598,291
Common stock, shares outstanding 88,093,659 36,598,291
v3.20.2
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
Operating expenses:        
Research and development $ 643 $ 1,391 $ 2,673 $ 3,011
Sales and marketing       22
General and administrative 1,806 1,260 4,978 3,997
Total operating expenses 2,449 2,651 7,651 7,030
Loss from operations (2,449) (2,651) (7,651) (7,030)
Other income (expense):        
Interest income     3
Interest expense (547) (109) (1,183) (6,198)
Foreign exchange gain (loss) (3) 6 (15) 12
Gain on write-off of accounts payable 1   91
Gain on redemption of fractional common shares 2   2  
Loss on extinguishment of debt (678)   (678)  
Re-measurement of derivative liabilities (10)   (1,698)
Other income 45 232  
Other income (expense), net (1,181) (112) (1,642) (7,790)
Loss before income taxes (3,630) (2,763) (9,293) (14,820)
Provision for income taxes 5   15 32
Net loss $ (3,635) $ (2,763) $ (9,308) $ (14,852)
Basic and diluted net loss per common share (in Dollars per share) $ (0.05) $ (0.09) $ (0.19) $ (0.48)
Weighted-average number of common shares used in basic and diluted net loss per common share (in Shares) 73,416,989 31,239,071 48,960,774 31,239,071
v3.20.2
Consolidated Statements of Changes in Redeemable Preferred Stock and Stockholders’ Deficit (unaudited) - USD ($)
$ in Thousands
Redeemable Preferred Stock
Common Stock
Common Stock subscribed but unissued
Additional Paid-in Capital
Accumulated Deficit
Total
Balance at Dec. 31, 2018 $ 193 $ 263,521 $ (267,159) $ (3,445)
Balance, shares (in Shares) at Dec. 31, 2018 19,277,545      
Reclassification of derivative liabilities to additional paid-in capital upon stockholder approval 5,784 5,784
Issuance of common shares upon conversion of notes payable to related party $ 91 5,900 5,991
Issuance of common shares upon conversion of notes payable to related party (in Shares) 9,072,197      
Exercise of related party warrants $ 31 1,969 2,000
Exercise of related party warrants (in Shares) 2,889,326      
Shares subscribed upon exercise of related party warrants $ 2,000 2,000
Shares subscribed upon exercise of related party warrants (in Shares) 3,149,606      
Modification of 2017 Note 328 328
Stock-based compensation expense 174 174
Net loss (14,852) (14,852)
Balance at Sep. 30, 2019 $ 315 $ 2,000 277,676 (282,011) (2,020)
Balance, shares (in Shares) at Sep. 30, 2019 31,239,068 3,149,606      
Balance at Jun. 30, 2019 $ 193 $ 5,991 269,476 (279,248) (3,588)
Balance, shares (in Shares) at Jun. 30, 2019 19,277,545 9,072,197      
Issuance of common shares upon conversion of notes payable to related party $ 91 $ (5,991) 5,900
Issuance of common shares upon conversion of notes payable to related party (in Shares) 9,072,197 (9,072,197)      
Exercise of related party warrants $ 31 1,969 2,000
Exercise of related party warrants (in Shares) 2,889,326      
Shares subscribed upon exercise of related party warrants $ 2,000 2,000
Shares subscribed upon exercise of related party warrants (in Shares) 3,149,606      
Modification of 2017 Note 273 273
Stock-based compensation expense 58 58
Net loss (2,763) (2,763)
Balance at Sep. 30, 2019 $ 315 $ 2,000 277,676 (282,011) (2,020)
Balance, shares (in Shares) at Sep. 30, 2019 31,239,068 3,149,606      
Balance at Dec. 31, 2019 $ 366 280,928 (284,492) (3,198)
Balance, shares (in Shares) at Dec. 31, 2019 36,598,291      
Relative fair value of warrants and beneficial conversion feature in connection with August 2019 Note 2,765 2,765
Conversion of 2017 Note $ 515 4,875 5,390
Conversion of 2017 Note (in Shares) 51,497,468      
Redemption of fractional shares of common stock on conversion of CHESS Depository Interests (CDIs)    
Redemption of fractional shares of common stock on conversion of CHESS Depository Interests (CDIs) (in Shares) (2,100)      
Conversion of June 2020 and August 2020 Convertible Notes $ 1,575
Conversion of June 2020 and August 2020 Convertible Notes (in Shares) 17,774,853      
Sale of Series A redeemable preferred stock $ 3,750
Sale of Series A redeemable preferred stock (in Shares) 42,310,730      
Modification of 2017 Note          
Stock-based compensation expense       594 594
Net loss (9,308) (9,308)
Balance at Sep. 30, 2020 $ 5,325 $ 881 289,162 (293,800) (3,757)
Balance, shares (in Shares) at Sep. 30, 2020 60,085,583 88,093,659      
Balance at Jun. 30, 2020 $ 366 284,089 (290,165) (5,710)
Balance, shares (in Shares) at Jun. 30, 2020 36,598,291      
Conversion of 2017 Note $ 515 4,875 5,390
Conversion of 2017 Note (in Shares) 51,497,468      
Redemption of fractional shares of common stock on conversion of CHESS Depository Interests (CDIs)    
Redemption of fractional shares of common stock on conversion of CHESS Depository Interests (CDIs) (in Shares) (2,100)      
Conversion of June 2020 and August 2020 Convertible Notes $ 1,575
Conversion of June 2020 and August 2020 Convertible Notes (in Shares) 17,774,853      
Sale of Series A redeemable preferred stock $ 3,750
Sale of Series A redeemable preferred stock (in Shares) 42,310,730      
Stock-based compensation expense 198 198
Stock-based compensation expense (in Shares)      
Net loss (3,635) (3,635)
Balance at Sep. 30, 2020 $ 5,325 $ 881 $ 289,162 $ (293,800) $ (3,757)
Balance, shares (in Shares) at Sep. 30, 2020 60,085,583 88,093,659      
v3.20.2
Consolidated Statements of Cash Flows (unaudited) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Operating activities:    
Net loss $ (9,308) $ (14,852)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 22 24
Re-measurement of derivative liabilities 1,698
Reclassification of warrant from derivative liabilities to other income (10)
Loss on extinguishment of debt 678  
Non-cash interest expense 1,106 6,194
Stock-based compensation expense 594 174
Other   (22)
Changes in operating assets and liabilities:    
Prepaid expenses and other current assets (2,218) (699)
Accounts payable (376) (160)
Accrued expenses (227) (662)
Net cash used in operating activities (9,739) (8,305)
Investing activities    
Purchases of property and equipment (11)
Net cash used in investing activities (11)
Financing activities    
Debt issuance costs (87)
Proceeds from exercise of related party warrants   2,000
Proceeds from sale of preferred stock 3,750  
Proceeds from short term and long term debt, related party 5,847 4,000
Proceeds from short term and long term debt 318  
Net cash provided by financing activities 9,915 5,913
Net decrease in cash 176 (2,403)
Cash and restricted cash at beginning of period 2,529 3,836
Cash and restricted cash at end of period 2,705 1,433
Supplemental disclosures of cash flow information and non-cash activities    
Income taxes paid 15 32
Interest paid 3 394
Warrant issued in connection with August 2019 Note to related party 2,330
Beneficial conversion feature in connection with August 2019 Note to related party 435
Insurance premium financing plan 150  
Capitalization of accrued interest into September 2020 Note 297  
Elimination of fractional common shares 2  
Conversion of notes and accrued interest payable to related party to preferred stock 1,260  
Conversion of notes and accrued interest payable to related party to common stock 5,390 5,991
Modification of 2017 Note 328
Exercise of related party warrants in exchange for subscription receivable from related party   2,000
Right-of-use asset obtained in exchange for lease liability 509
Remeasurement of derivative liabilities 5,784
Fair value of warrants issued with Notes to Related Party $ 4,072
v3.20.2
Nature of Business
9 Months Ended
Sep. 30, 2020
Accounting Policies [Abstract]  
Nature of Business

1. Nature of Business


GI Dynamics® is a clinical stage medical device company focused on the development and commercialization of EndoBarrier, a medical device intended to treat patients with type 2 diabetes and to reduce obesity.


Diabetes mellitus type 2 (also known as type 2 diabetes) is a long-term progressive metabolic disorder characterized by high blood sugar, insulin resistance, and reduced insulin production. People with type 2 diabetes represent 90-95% of the worldwide diabetes population; only 5-10% of this population is diagnosed with type 1 diabetes (a form of diabetes mellitus wherein little to no insulin is produced).


Being overweight is a condition where the patient’s BMI is greater than 25 (kg/m2); obesity is a condition where the patient’s BMI is greater than 30. Obesity and its comorbidities contribute to the progression of type 2 diabetes. Many experts believe obesity contributes to higher levels of insulin resistance, which creates a feedback loop that increases the severity of type 2 diabetes.


When considering treatment for type 2 diabetes, it is optimal to address obesity concurrently with diabetes.


EndoBarrier® is intended for the treatment of type 2 diabetes and to reduce obesity in a minimally invasive and reversible manner.


The current treatment paradigm for type 2 diabetes is lifestyle therapy combined with pharmacological treatment, whereby treating clinicians prescribe a treatment regimen of one to four concurrent medications that could include insulin for patients with higher levels of blood sugar. Insulin carries a significant risk of increased mortality and may contribute to weight gain, which in turn may lead to higher levels of insulin resistance and increased levels of blood sugar. Fewer than 50% of patients treated pharmacologically for type 2 diabetes are adequately managed, meaning that medication does not lower blood sugar adequately and does not halt the progressive nature of diabetes of these patients.


The current pharmacological treatment algorithms for type 2 diabetes fall short of ideal, creating a large and unfilled efficacy gap.


The GI Dynamics vision is to make EndoBarrier the essential nonpharmacological and non-anatomy-altering treatment for patients with type 2 diabetes. The Company intends to achieve this vision by providing a safe and effective device, focusing on optimal patient care, supporting treating clinicians, adding to the extensive body of clinical evidence around EndoBarrier, gaining appropriate regulatory approvals, continuing to improve its products and systems, operating the Company in a lean fashion, and maximizing stockholder value.


EndoBarrier® is intended for the treatment of type 2 diabetes and to reduce obesity in a minimally invasive and reversible manner and is designed to mimic the mechanism of action of duodenal-jejunal exclusion created by gastric bypass surgery.


Since incorporation, the Company has devoted substantially all of its efforts to product commercialization, research and development, business planning, recruiting management and technical staff, acquiring operating assets, and raising capital. The Company currently operates in one reportable business segment.


Going Concern Evaluation


As of September 30, 2020, the Company’s primary source of liquidity is its cash and restricted cash balances. GI Dynamics is currently focused primarily on obtaining CE mark approval to allow commercialization in select markets and on conducting its clinical trials which will support future regulatory submissions and potential commercialization activities. Until the Company is successful in gaining regulatory approvals, including CE mark, it is unable to sell the Company’s product in any market at this time. Without revenues, GI Dynamics is reliant on funding obtained from investment in the Company to maintain business operations until the Company can generate positive cash flows from operations. The Company cannot predict the extent of future operating losses and accumulated deficit, and it may never generate sufficient revenues to achieve or sustain profitability.


GI Dynamics has incurred operating losses since inception and at September 30, 2020, had an accumulated deficit of approximately $295 million and a working capital surplus of approximately $4.6 million. The Company expects to incur significant operating losses for the next several years. At September 30, 2020, the Company had approximately $2.7 million in cash and restricted cash.


The Company completed an initial public offering on the Australian Securities Exchange (“ASX”) on September 2, 2011. The Company’s Chess Depository Interests (“CDIs”), which represented 1/50th of a share of the Company’s Common Stock were publicly traded until July 22, 2020, when the Company completed all requirements and was removed from the Official List of the ASX (the “Delisting”, described more fully in Note 11 of the consolidated financial statements). On Delisting, all CDIs were automatically converted to shares of Common Stock with any resulting fractional shares being redeemed by the Company for cash payment. Although the Company is not listed on any public exchange, the Company remains subject to all SEC reporting requirements due to the number of holders of shares of Common Stock.


On September 4, 2020, the Company and Crystal Amber Fund Limited (“Crystal Amber”) executed financing documents (the “September 2020 Financing”) that included the sale of up to $10 million of shares of Series A Convertible Preferred Stock (described more fully in Note 11 of the consolidated financial statements) and the conversion of the June 2020 Convertible Note (the “June 2020 Note”) and the August 2020 Convertible Note (the “August 2020 Note”) into shares of Series A Preferred Stock, the cancellation of the August 2019 Warrant (described more fully in Note 4 and Note 9 of the consolidated financial statements), the extinguishment of the August 2019 Convertible Note, and the issuance of the September 2020 Convertible Note (described more fully in Note 9 of the consolidated financial statements). The Initial Close occurred on September 4, 2020 and resulted in cash proceeds of $3.75 million for the sale of approximately 42.3 million shares of Series A Preferred Stock. The Initial Close also included the conversion of $1.26 million of Note principal and accrued interest due under the June 2020 and August 2020 Notes into 17.8 million shares of Series A Preferred Stock. The Initial Close also included the cancellation of the August 2019 Warrant, the extinguishment of the August 2019 Convertible Note, and the issuance of the September 2020 Convertible Note. Pursuant to the Series A Preferred Stock Share Purchase Agreement and related amendment, dated October 31, 2020, the Second Close of the September 2020 Financing will occur on November 30, 2020 and will include the sale of 56,414,306 shares of Series A Preferred Stock for proceeds of $5.0 million. Crystal Amber may sell a portion of the $5 million Second Close allotment to independent investors and will purchase any shares of the September 2020 Financing that remain unsubscribed at the Second Close.


The Company expects that the cash received in the September 2020 Financing will be sufficient to fund the Company’s operations through the later of obtaining of CE mark approval or May 31, 2021, after which additional financing will be required to continue the Company’s operations. Further additional financing will be required to fund operations until the Company achieves sustainably positive cash flow. There can be no assurance that any potential financing opportunities will be available on acceptable terms, if at all. If the Company is unable to raise sufficient capital on the Company’s required timelines and on acceptable terms to stockholders and the Board of Directors, it could be forced to reduce or cease operations that may include activities essential to support regulatory applications to commercialize EndoBarrier, file for bankruptcy, or undertake a combination of the foregoing.


These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued.


The accompanying consolidated financial statements have been prepared assuming GI Dynamics will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern.


v3.20.2
Significant Accounting Policies and Basis of Presentation
9 Months Ended
Sep. 30, 2020
Accounting Policies [Abstract]  
Significant Accounting Policies and Basis of Presentation

2. Significant Accounting Policies and Basis of Presentation


The consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  Accordingly, certain information and footnote disclosures normally included in complete financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations.  These interim consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 27, 2020. The Company’s balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements.


In our opinion, the consolidated financial statements included herein contain all adjustments necessary to present fairly our financial position as of September 30, 2020 and the results of our operations and cash flows for the three and nine months ended September 30, 2020 and 2019. Such adjustments are of a normal recurring nature. In addition, certain reclassifications of prior period balances have been made to conform to the current period presentation. 


Accounting policy relating to authorized share allocation to outstanding shares and instruments


In determining the sufficiency of the number of shares of common stock authorized by shareholders for issuance, the Company accounts for all issued and outstanding shares of common stock as well as all shares of common stock underlying any convertible or exercisable instruments. In order to determine the sufficiency of authorized shares of common stock, the authorized shares are allotted first to the issued and outstanding shares, then sequentially to any additional relevant instruments in order of decreasing time to maturity or termination. Any instrument that does not have sufficient authorized shares of common stock to allow conversion or exercise is reclassified, if needed, as a liability recorded at fair value until sufficient shares of common stock are authorized, at which time the classification returns to the classification determined in the original accounting analysis of the instrument.


Recently Adopted Accounting Pronouncements


In August 2018, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, or ASU 2018-13, which provides guidance focused on the disclosure requirements for disclosing fair value estimates, assumptions, and methodology. This ASU removed requirements to disclose details around amount and reasoning for level 1 to level 2 transfers, timing policies for transfer between levels and the valuation processes for level 3 fair value measurements. Modified requirements include details regarding net asset redemption restrictions and timing related to uncertainty disclosures. Further, this ASU added required disclosures of changes in unrealized gains and losses for recurring level 3 measurements held as of the reporting date and disclosures around the range and weighted average of significant inputs used to develop level 3 fair value measurements. These amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption was permitted upon issuance of this update, however the Company declined early adoption. The Company adopted this ASU on January 1, 2020 and concluded that it had no impact on its consolidated financial statements.


v3.20.2
Net Loss per Common Share
9 Months Ended
Sep. 30, 2020
Earnings Per Share [Abstract]  
Net Loss per Common Share

3. Net Loss per Common Share


Basic net loss per common share is computed by dividing net loss by the weighted-average number of shares of Common Stock outstanding during the period. Potential common stock equivalents are determined using the treasury stock method. For diluted net loss per share purposes, stock options and other stock-based awards are excluded, including shares issued as a result of option exercises but which are subject to repurchase by the Company, whose effect would be anti-dilutive from the calculation. For diluted net loss per share purposes, derivatives to purchase shares of common stock or CDIs are treated identically because shares of common stock and CDIs are interchangeable at the sole election of the stockholder. For diluted net loss per share purposes, options and warrants conferring the right to purchase shares of common stock or CDIs are excluded from diluted net loss per share calculations as inclusion would have an anti-dilutive effect. For diluted net loss per share purposes, shares of preferred stock that are convertible into shares of common stock are excluded from diluted net loss per share calculations as inclusion would have an anti-dilutive effect. During the three and nine months ended September 30, 2020 and 2019, common stock equivalents were excluded from the calculation of diluted net loss per common share, as their effect was anti-dilutive due to the net loss incurred. Therefore, basic and diluted net loss per share were equivalent in each period presented.


The following potentially dilutive securities have been excluded from the computation of diluted weighted- average shares outstanding as of September 30, 2020 and 2019, as they would be anti-dilutive:


   Nine Months Ended September 30, 
   2020   2019 
Shares of preferred stock convertible into shares of common stock   60,085,583    - 
Warrants to purchase common stock   28,532    2,238,149 
Options to purchase common stock and other stock-based awards   2,981,463    3,266,154 
Total   63,095,578    5,504,303 

v3.20.2
Warrants to Purchase Common Stock or CDIs
9 Months Ended
Sep. 30, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Warrants to Purchase Common Stock or CDIs

4. Warrants to Purchase Common Stock or CDIs


The following series of warrants were outstanding and exercisable at September 30, 2020 and 2019 (warrants to purchase CDIs presented as shares at a 50 CDI per share ratio):


      Number of
underlying
   Exercise
price per
   September 30, 
Warrant Series  Issue Date  shares   share   2020   2019 
Consultant warrant  May 4, 2016   28,532   $0.64    28,532    28,532 
March 2019 Warrant  March 15, 2019   1,579,696   $0.72        1,579,696 
May 2019 Warrant  May 8, 2019   4,724,409   $0.72        4,724,409 
Total Outstanding and Exercisable                28,532    6,332,637 
Weighted average exercise price               $0.64   $0.72 

On May 4, 2016, the Company entered into a consulting agreement pursuant to which a consulting firm provides strategic advisory, finance, accounting, human resources and administrative functions, including chief financial officer services, to the Company. In connection with the consulting agreement, the Company granted the consulting firm a warrant (“Consultant Warrant”) to purchase up to 28,532 shares of the Company’s common stock at an exercise price per share equal to $0.64. The Consultant Warrant is fully vested and expires on May 4, 2021. As of September 30, 2020, the Consultant Warrants had not been exercised.


On August 21, 2019, GI Dynamics and Crystal Amber entered into a securities purchase agreement for a total funding of up to approximately $10 million (the “August 2019 SPA”) comprised of the scheduled exercise of the 2018 Warrant, the March 2019 Warrant, and the May 2019 Warrant (totaling 8,248,549 shares of common stock purchased for approximately $5.4 million) and the issue and sale of an Unsecured Convertible Note for up to approximately $4.6 million (the “August 2019 Note”), which included an agreement to issue a warrant (the “August 2019 Warrant”) to purchase up to 229,844,650 CDIs (representing 4,596,893 shares of common stock) for an exercise price of $0.02 per CDI issued on exercise. On December 16, 2019, stockholders approved the issuance of the August 2019 Warrant, which was issued on January 13, 2020 upon funding of the August 2019 Note. The August 2019 Warrant was cancelled on September 4, 2020 as further described in Notes 4 and Note 9 of the consolidated financial statements.


v3.20.2
Fair Value Measurements
9 Months Ended
Sep. 30, 2020
Fair Value Disclosures [Abstract]  
Fair Value Measurements

5. Fair Value Measurements


Information about the Company’s assets and liabilities that are measured at fair value initially or on a recurring basis as of September 30, 2020 and December 31, 2019 is provided below and includes the fair value hierarchy of the valuation techniques the Company used to determine such fair value. In general, fair values determined by Level 1 inputs utilize observable inputs such as quoted prices in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are either directly or indirectly observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, requiring the Company to develop its own assumptions for the asset or liability.


On March 31, 2020, the classification of the Consultant Warrant was re-evaluated, and the Company re-classified it as an equity instrument. On March 31, 2020, this reclassification resulted in a credit to Other Income.


On June 18, 2020 and on August 4, 2020, convertible notes were issued to Crystal Amber, the terms of which include a mandatory conversion of outstanding principal and interest into shares issued in the next Qualified Financing, which was the September 2020 Financing, at a conversion price equal to 80% of the price per share of Series A Preferred Stock. The fair value of each the June 2020 Note and the August 2020 Note at issuance was determined using directly observable Level 2 inputs including the time period to the Proposed Offering, accrued interest and the fixed conversion premium. The Company has elected the interest method of accretion to approximate fair value, so the June 2020 Note was only remeasured at August 1, 2020 when the timing and conversion discount methodology was clarified to be different from the original assumptions. The August 2020 Note used known values for valuation variables. The June 2020 and the August 2020 Notes were converted into shares of Series A Preferred Stock on September 4, 2020.


Cash, restricted cash, prepaid expenses and other current assets, accounts payable, accrued expenses, short-term debt to related party, excluding the June 2020 and the August 2020 convertible note, and other current liabilities at September 30, 2020 and December 31, 2019 are carried at amounts that approximate fair value due to their short-term maturities and the highly liquid nature of these instruments.


v3.20.2
Concentrations of Credit Risk and Related Valuation Account
9 Months Ended
Sep. 30, 2020
Concentrations Of Credit Risk Accounts Receivable And Related Valuation Account [Abstract]  
Concentrations of Credit Risk and Related Valuation Account

6. Concentrations of Credit Risk and Related Valuation Account


Financial instruments that subject the Company to credit risk primarily consist of cash and restricted cash. Cash balances are maintained with high quality financial institutions, and consequently, the Company believes that such funds are subject to minimal credit risk. The Company’s short-term investments potentially subject the Company to concentrations of credit risk. GI Dynamics has adopted an investment policy that limits the amounts it may invest in any one type of investment and requires all held investments to hold at least an A rating from a recognized credit rating agency, thereby reducing credit risk concentration.


v3.20.2
Prepaid Expenses
9 Months Ended
Sep. 30, 2020
Prepaid Expenses Disclosure Textblock [Abstract]  
Prepaid Expenses

7. Prepaid Expenses


Prepaid expenses consisted of the following (in thousands): 


   September 30,   December 31, 
   2020   2019 
Retention bonus and severance reserves  $894   $- 
Directors’ and officers’ liability insurance run-off policy   1,363    - 
Active insurance policies   171    241 
Clinical trial services and software   500    496 
Corporate identity change expenses   165    110 
Vendor deposits, retainers and credits   145    111 
Annual licenses and subscriptions   34    50 
Other   20    51 
Total  $3,292   $1,059 

On July 23, 2020 the Company paid Scott Schorer, the Company’s Chief Executive Officer, a Retention Bonus. In lieu of any severance benefits Mr. Schorer would otherwise be entitled to, the Company paid Mr. Schorer a one-time cash bonus of approximately $609 thousand. The Retention Bonus is subject to pro-rata forfeiture and repayment if Mr. Schorer leaves the Company prior to December 31, 2020, without Good Cause as defined in the Offer Letter or if terminated for Cause. The pro-rata forfeiture and repayment schedule is the repayment of the total bonus less 1/6 of the bonus for each full month Mr. Schorer remains in his position beginning in July 2020 and extending through December 2020 with the Retention Bonus being fully earned on December 31, 2020. Additionally, in lieu of any performance bonus Mr. Schorer may be entitled to per the Offer Letter, Mr. Schorer is eligible for a milestone bonus of up to $100 thousand for achieving the receipt of European CE mark approval and/or achieving approval of the I-Step clinical trial in India during the Retention Period. If Mr. Schorer’s employment is terminated without cause or if Mr. Schorer resigns for Good Reason as defined in the Offer Letter, and a milestone is subsequently attained, Mr. Schorer will be entitled to a pro-rata portion of the Milestone Bonus based on the percentage of the Retention Period that Mr. Schorer remained employed by the Company. Should Mr. Schorer’s employment be terminated for any reason following the Effective Date of the Retention Bonus Agreement and Amendment, Mr. Schorer will provide consulting services to the Company at a predetermined rate and averaging ten hours per month, subject to adjustment by the parties (the “Consulting Services”), for a period of six months following such termination (the “Consulting Term”), subject to earlier termination by mutual agreement of the parties. Mr. Schorer resigned for Good Reason on November 2, 2020, and the Retention Bonus became fully earned.


v3.20.2
Accrued Expenses
9 Months Ended
Sep. 30, 2020
Payables and Accruals [Abstract]  
Accrued Expenses

8. Accrued Expenses


Accrued expenses consisted of the following (in thousands): 


   September 30,   December 31, 
   2020   2019 
Payroll and related liabilities  $521   $531 
Professional fees   162    335 
Credit refunds       164 
Interest payable   18    250 
Other   130    73 
Total  $831   $1,353 

In 2017, following notification by the Medicines and Healthcare Products Regulatory Agency (“MHRA”), the Company notified its customers to return their inventory on hand. The Company calculated an estimate for returns, reversed its revenue and recorded an accrued expense estimate of $202 thousand of product return related costs in addition to $77 thousand of credit memos granted to customers. Through December 31, 2019, this reserve had various claims and adjustments of $115 thousand. On March 31, 2020, the Company reversed the remaining accrual for $164 thousand and recognized other income as the Company concluded that the likelihood that further claims will be made was remote, given the amount of time having lapsed since product expiry, during which the Company has not received any such claims.


Accrued interest at September 30, 2020 is comprised of interest on the September 2020 Convertible Note and an immaterial amount for the Company’s Paycheck Protection Program loan.


v3.20.2
Notes Payable
9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Notes Payable

9. Notes Payable


2017 Convertible Note Financing


On June 15, 2017, the Company entered into a Note Purchase Agreement (“2017 NPA”) by and between the Company and Crystal Amber, a Related Party. Pursuant to the 2017 NPA, the Company issued and sold to Crystal Amber, a Senior Secured Convertible Promissory Note in an aggregate original principal amount of $5.0 million (the “2017 Note”).


The 2017 Note accrued interest at an annually compounded rate of 5% per annum, other than during the continuance of an event of default, when the 2017 Note would accrue interest at a rate of 8% per annum. The entire outstanding principal balance and all unpaid accrued interest thereon was initially due on the original maturity date of December 31, 2018, and, as announced on July 1, 2020, was most recently amended to extend the maturity date to July 31, 2020.


The 2017 Note was secured by a first priority security interest in substantially all tangible and intangible assets of the Company, including intellectual property (the “Collateral”). In the event of an uncured default, Crystal Amber, was authorized to sell, transfer, assign or otherwise deal in or with the Collateral or the proceeds thereof or any related goods securing the Collateral, as fully and effectually as if Crystal Amber were the absolute owner thereof. The ASX provided the Company with a waiver to allow all asset liens (the “Security”) to be granted to Crystal Amber, without the customary requirement of having to obtain stockholder approval for the grant of a security to a Related Party of the Company.


The entire outstanding principal balance under the 2017 Note and all unpaid accrued interest thereon was convertible into CDIs (i) prior to the maturity date, at the option of Crystal Amber at a conversion price calculated based on the five-day volume weighted average price (“VWAP”) of the Company’s CDIs traded on the ASX (“Optional Conversion Price”), or (ii) automatically upon the occurrence of an equity financing in which the Company raises at least $10 million (a “Qualified Financing”) at the price per CDI of the CDIs issued and sold in such financing.


On July 13, 2020, Crystal Amber provided the Company with a notice of optional conversion of the 2017 Note. On the conversion date, the principal of $5 million and the accrued and unpaid interest of $390,240 totaling $5,390,240 was converted into 2,574,873,400 CDIs, which was equivalent to 51,497,468 shares of Common Stock. The conversion price equaled the 5-day VWAP per CDI for the 5 trading days immediately preceding the date of notice, which equaled $0.002093 per CDI or $0.10467 per share of Common Stock.


On receipt of the notice of conversion, the Company did not have sufficient authorized shares to issue to CHESS Depository Nominees, Ltd. (“CDN”) to enable the required number of CDIs to be allotted to Crystal Amber. The available 38,401,704 shares were issued to CDN, allowing the allotment of 1,920,085,200 CDIs to Crystal Amber. The Company and Crystal Amber executed a Right to Shares and Waiver Agreement in which the Company agreed to issue the remaining 13,095,764 shares of Common Stock owed under the conversion when the Company filed an amended and restated certification of incorporation with the Delaware Secretary of State after the Company was delisted from the ASX and in connection with the consummation of the September 2020 Financing and. On July 22, 2020, the Company was removed from the Official List of the ASX (“Delisted”) and the CDN trust was subsequently dissolved, causing all CDIs to automatically convert to shares of Common Stock. The remaining 13,095,764 shares of Common Stock owed under the conversion were issued as shares of Common Stock immediately after Shareholders approved the increase in the authorized shares of common stock to 280,000,000 shares at the Special Meeting of Shareholders held on September 3, 2020.


For the three and nine months ended September 30, 2020, the Company recognized interest expense of $9 and $140 thousand, respectively, related to the 2017 Note. For the three and nine months ended September 30, 2019, the Company recognized interest expense of $63 and $187 thousand, respectively, related to the 2017 Note as well as interest expense related to the amortization of the debt discount liability of $19 and $56 thousand, respectively.


August 2019 Securities Purchase Agreement and Restructuring into the September 2020 Note.


On August 21, 2019, the Company entered into the August 2019 SPA by and between the Company and Crystal Amber. The August 2019 SPA detailed a timeline wherein Crystal Amber would exercise the 2018 Warrant, the March 2019 Warrant, and the May 2019 Warrant. Additionally, pursuant to the August 2019 SPA, the Company issued and sold to Crystal Amber the August 2019 Note in an aggregate principal amount of up to approximately $4.6 million to be funded on December 6, 2019, or such earlier or later date as may be requested by the Company (the “Funding Date”). In conjunction with the August 2019 Note, the Company agreed to issue to Crystal Amber the August 2019 Warrant (see Note 4 to the consolidated financial statements) conferring the right to purchase 229,844,650 CDIs (representing 4,596,893 shares of common stock), with warrant issuance subject to the funding of the August 2019 Note and the receipt of required stockholder approval to issue the August 2019 Warrant.


The August 2019 Note accrued interest at a rate equal to 10% per annum from the August 2019 Note Funding Date, compounded annually, other than during the continuance of an event of default, when the August 2019 Note would accrue interest at a rate of 16% per annum. The entire outstanding principal balance and all unpaid accrued interest thereon would become due on the fifth anniversary of the Funding Date. The entire outstanding principal balance under the August 2019 Note and all unpaid accrued interest thereon was immediately convertible into CDIs at the option of Crystal Amber at a conversion price equal to $0.02 per CDI (representing $1.00 per share of Common Stock). In the event that the Company issued additional CDIs to a stockholder other than Crystal Amber in a subsequent equity financing at a price per CDI that was less than the conversion price under the August 2019 Note, the conversion price was to be reduced to the lowest such price per CDI. In addition, upon a change of control of the Company resulting in cash proceeds, Crystal Amber could, at its option, demand that the Company prepay all accrued and unpaid interest plus 110% of the remaining outstanding unconverted principal balance. The Company was unable to prepay the August 2019 Note without the consent of Crystal Amber, a Related Party. If the stockholder approvals required to issue the August 2019 Warrant or to approve the conversion rights under the August 2019 Note were not obtained, the Company was obligated to prepay all accrued and unpaid interest plus 110% of the remaining outstanding unconverted principal balance on the earlier of the Funding Date or the date that was six months following the date of the stockholder meeting at which the requisite approvals were not obtained. The Company considered the change in control premium and the stockholder approval premium to each represent a cash settleable feature, thereby requiring derivative liability classification. On applying a probability adjusted present value of the premiums, the fair values of these features were considered immaterial upon issuance.


The August 2019 SPA contained customary events of default. If a default occurs and is not cured within the applicable cure period or is not waived, any outstanding obligations under the August 2019 Note may be accelerated. The August 2019 SPA and related August 2019 Note and August 2019 Warrant documents also contained additional representations and warranties, covenants and conditions, in each case customary for transactions of this type.


Prior to December 6, 2019, the Company notified Crystal Amber that it had elected to receive the full amount of approximately $4.6 million under the August 2019 Note, but agreed to timing extensions.


On December 16, 2019, stockholder approval was obtained pursuant to ASX Listing Rule 10.11, for the August 2019 Note conversion feature and the issuance of the August 2019 Warrant, contingent on receipt of the August 2019 Note proceeds.


On January 13, 2020, the full amount of approximately $4.6 million was received as proceeds from the August 2019 Note. On receipt of funds, the August 2019 Note was immediately convertible. On January 13, 2020, the Company issued to Crystal Amber an immediately exercisable August 2019 Warrant to purchase 229,844,650 CDIs (representing 4,596,893 shares of common stock) for an exercise price of $0.02 per CDI (see Note 4 of the consolidated financial statements).


On issuance, having already obtained the required stockholder approval to reserve the CDIs underlying the conversion feature and the August 2019 Warrant, the August 2019 Warrant was determined to be a freestanding instrument meeting the requirements for equity classification in accordance with ASC 480-10 Distinguishing Liabilities from Equity, ASC 815-40 Contracts in an Entity’s Own Equity and ASC 470-20 Debt with Conversion and Other Options. Accordingly, proceeds from the August 2019 SPA were allocated to the August 2019 Note and Warrant based on their relative fair values. The relative fair value of the August 2019 Warrant of approximately $2.3 million was recorded as a debt discount with the offset to additional paid-in capital. Additionally, the Company analyzed the conversion features of the August 2019 Note to determine whether a beneficial conversion feature (BCF) existed. The Company determined a BCF with a value of $435 thousand existed and was recorded as a debt discount with the offset to additional paid-in capital. The total debt discount was to be amortized to interest expense through the January 2025 maturity of the August 2019 Note.


On September 4, 2020, the August 2019 Warrant was cancelled, the August 2019 Note was extinguished and a new convertible note (the “September 2020 Note”) was issued with a principal amount of approximately $4.9 million, which was the sum of the outstanding principal and accrued interest from the August 2019 Note as of September 4, 2020. The September 2020 Note accrues annually compounded interest at 5% per annum and matures on June 30, 2022. On the continuation of an event of default, the outstanding principal and any accrued and unpaid interest shall be immediately payable in cash. The September 2020 Note can be optionally converted at any time prior to maturity and at the sole discretion of Crystal Amber. On election to convert, the entirety of the outstanding principal and all accrued but unpaid interest (the “Outstanding Amount’) is convertible into the number of shares of common stock equal to the quotient obtained by dividing the Outstanding Amount by $0.17726 (the “Conversion Price”). The conversion price represents 200% of the initial purchase price per share in the Series A Preferred Stock financing with gross proceeds of not less than US$10 million in the aggregate, pursuant to the terms and subject to the conditions of the Purchase Agreement.


The Company analyzed the combined August 2019 Warrant cancellation and the August 2019 Note restructuring for the classification of a Troubled Debt Restructuring under ASC 470-60 Troubled Debt Restructurings by Debtors. The Company concluded that the restructuring was not a Troubled Debt Restructuring as the effective interest rate of the new debt exceeded the effective interest rate of the old debt, so the Creditor did not provide a concession. The Company then analyzed the old and new debt to determine whether the restructuring should be treated as a modification or an extinguishment under ASC 470-50 Debt Modifications and Extinguishments. Any restructuring representing a greater than 10% change in the present value of the new debt cash flows relative to the present value of the old debt cash flows requires the old debt to be extinguished and the new debt to be issued in the period of restructuring by adjusting the carrying amount of the old debt to the fair value of the new debt with the adjustment being reflected as a gain or loss. The difference in the present value of the cash flows of the September 2020 Note relative to the present value of the remaining cash flows for the August 2019 Note was more than 10%, therefore, the restructuring requires extinguishment accounting. The September 2020 Note has an interest rate of 5% and no inducements, therefore, the Company considered the equivalent arms-length placement to a third-party investor highly unlikely given the Company’s risk position. The present value of the September 2020 Note cash flows was therefore calculated using a discount rate equal to the effective interest rate of the August 2019 Note as it contained a higher nominal interest rate and 100% warrant coverage as inducements. Based on this analysis, the Company estimated that the fair value of the September 2020 Note was approximately $3.2 million upon issuance.


The September 4, 2020 extinguishment of the August 2019 Note and issuance of the September 2020 Note resulted in a decrease in accrued interest and an increase to long term debt of approximately $0.3 million, a decrease in the related debt discount of approximately $0.7 million for a change in the carrying value of the debt of approximately $1.0 million. A loss on debt extinguishment of approximately $0.7 million was recorded on the consolidated statements of operations.


For the three and nine months ended September 30, 2020, the Company recorded accrued interest expense of $84 thousand and $297 thousand, respectively, related to the August 2019 Note. For the three and nine months ended September 30, 2020, the Company recognized interest expense of $139 thousand and $395 thousand, respectively, from the amortization of the debt discount.


Paycheck Protection Program (“PPP”) Loan


On March 27, 2020, the CARES Act was signed into law in the United States providing economic assistance for American workers and families, small businesses, and preserves jobs for American industries.  On April 4, 2020, GI Dynamics submitted an application to a lending institution for a loan of approximately $200 thousand under the Paycheck Protection Program (“PPP”).  In accordance with the provisions of the PPP, the loan accrues interest at a rate of 1% and all or a portion of the loan may be forgiven if it is used to pay for qualifying costs such as payroll, rent and utilities. Amounts that are not forgiven will be repaid 2 years from the date of the loan. The loan was granted by the lending institution on May 8, 2020 and funds were received into the Company’s bank account on May 11, 2020. The Company believes expenditures of the loan proceeds are fully compliant with the terms for loan forgiveness. The Company anticipates applying for loan forgiveness in the fourth quarter of 2020.


June 2020 Convertible Note


On June 18, 2020, the Company entered into a Note Purchase Agreement (“June 2020 NPA”) by and between the Company and Crystal Amber. Pursuant to the June 2020 NPA, the Company issued and sold to Crystal Amber, a Convertible Promissory Note in an aggregate original principal amount of $750 thousand.


The June 2020 Note accrued interest at an annually compounded rate of 5% per annum, other than during the continuance of an event of default, when the June 2020 Note would accrue interest at a rate of 8% per annum. The entire outstanding principal balance and all unpaid accrued interest thereon could become immediately due and payable at the sole discretion of Crystal Amber any time after December 18, 2020. The entire outstanding principal balance and all unpaid accrued interest under the June 2020 Note mandatorily converted at the Initial Close of the September 2020 Financing into shares of Series A Preferred Stock at a conversion price of $0.0709 per share, which was equal to 80% of the price per share of Series A Preferred Stock sold in the September 2020 Financing.


At issuance, the Company analyzed the June 2020 Note and its settlement features under ASC 480-10 Distinguishing Liabilities from Equity, and having determined that the predominant settlement feature was the mandatory conversion into shares of Series A Preferred Stock at the close of the September 2020 Financing, the June 2020 Note and settlement features were recorded at fair value as a liability. The Company initially recorded the fair value of the June 2020 Note at the principal value and subsequently used the effective interest rate method to accrete the value of the conversion premium, recorded as a debt discount, and nominal interest over the period to expected conversion.


Prior to December 18, 2020, if a Company change of control event had generated cash proceeds for the Company, Crystal Amber could, at its option, demand that the Company pay all accrued and unpaid interest plus 110% of the remaining outstanding unconverted principal balance. The Company could not prepay the June 2020 Note without the consent of Crystal Amber. The Company considered the change in control premium to represent a cash settleable feature, thereby requiring derivative liability classification. On applying a probability-adjusted present value of the premiums, the fair value of the cash settleable feature was considered immaterial.


On August 1, 2020, the assumed values used in determining the fair value of the June 2020 Note became known and the debt was revalued as of August 1. The change in terms used to value the debt were analyzed under ASC 470-60 Troubled Debt Restructurings by Debtors and the lack of a concession by the Creditor led the Company to conclude the changes did not constitute a Troubled Debt Restructuring. Further analysis under ASC 470-50 Debt Modifications and Extinguishments showed insufficient changes to result in extinguishment accounting, so the debt was treated as a modification and recorded as an approximately $40 thousand increase to the note and debt discount.


On September 4, 2020, the June 2020 Note principal of $750 thousand and approximately $8 thousand of accrued interest was converted into approximately 10.6 million shares of Series A Preferred Stock.


For the three and nine months ended September 30, 2020, the Company accrued interest expense of $7 thousand and $8 thousand, respectively, and $160 thousand and $190 thousand for amortization of the debt discount, respectively.


August 2020 Convertible Note


On August 4, 2020, the Company entered into a Note Purchase Agreement (“August 2020 NPA”) by and between the Company and Crystal Amber. Pursuant to the August 2020 NPA, the Company issued and sold to Crystal Amber, a Convertible Promissory Note in an aggregate original principal amount of $500 thousand (the “August 2020 Note”). The Company received $250 thousand on August 3, 2020 and the remaining $250 thousand on August 6, 2020.


The August 2020 Note accrued interest at an annually compounded rate of 5% per annum, other than during the continuance of an event of default, when the August 2020 Note would accrue interest at a rate of 8% per annum. The entire outstanding principal balance and all unpaid accrued interest thereon could become immediately due and payable at the sole discretion of Crystal Amber any time after February 4, 2021. The entire outstanding principal balance and all unpaid accrued interest under the August 2020 Note mandatorily converted at the Initial Close of the September 2020 Financing into shares of Series A Preferred Stock at a conversion price of $0.0709 per share, which was equal to 80% of the price per share of Series A Preferred Stock sold in the September 2020 Financing.


At issuance, which was subsequent to the September 2020 Financing contingent valuation variables becoming known, the Company analyzed the August 2020 Note and its settlement features under ASC 480-10 Distinguishing Liabilities from Equity, and having determined that the predominant settlement feature was the mandatory conversion into shares of Series A Preferred Stock at the close of the September 2020 Financing, the August 2020 Note and settlement features were recorded at fair value as a liability. The Company initially recorded the fair value of the August 2020 Note at the principal value and subsequently used the effective interest rate method to accrete the value of the conversion premium, recorded as a debt discount, and nominal interest over the period to expected conversion.


Prior to February 4, 2021, if a Company change of control event had generated cash proceeds for the Company, Crystal Amber could, at its option, demand that the Company pay all accrued and unpaid interest plus 110% of the remaining outstanding unconverted principal balance. The Company could not prepay the June 2020 Note without the consent of Crystal Amber. The Company considered the change in control premium to represent a cash settleable feature, thereby requiring derivative liability classification. On applying a probability-adjusted present value of the premiums, the fair value of the cash settleable feature was considered immaterial.


On September 4, 2020, the August 2020 Note principal of $500 thousand and approximately $2 thousand of interest was converted into approximately 7.1 million shares of Series A Preferred Stock.


For the three and nine months ended September 30, 2020, the Company recorded interest expense of $128 thousand of which $126 thousand represented amortization of the debt discount.


v3.20.2
Commitments and Contingencies
9 Months Ended
Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

10. Commitments and Contingencies


Lease Commitments


In December 2018, the Company entered into a 6-month membership agreement with WeWork for 985 square feet of office space located in Boston, Massachusetts. The committed lease term expired in May 2019. The WeWork agreement contained no explicit or guaranteed extension provisions.


On April 22, 2019, the Company entered into a right-of-use lease for 3,520 square feet of office space in Boston, Massachusetts. The lease period contractually commenced June 1, 2019 and expires on May 31, 2022, but the space was available for occupancy on May 1, 2019 resulting in an effective period of May 2019 through May 2022, with no rent payment assessed in May 2019. The lease has defined escalating rent payments and contains no extension or expansion rights. On lease execution, the Company recorded the approximately $463 thousand present value of the lease liability in short-term and long-term liabilities and recorded a related right-of-use asset. The right-of-use asset will be amortized to lease expense and the liability will be reduced by the rent payments over the term of the lease.


The Company’s leases generally do not provide an implicit interest rate and therefore the Company uses 10% as an estimate of its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease in a similar economic environment. The Company had no leases currently classified as finance leases or previously classified as capital leases in either reporting period.


The Company’s operating lease is reflected in the balance sheets. In the three and nine months ended September 30, 2020, $44 and $131 thousand of lease expense was incurred and an additional $31 thousand of tax expense was accrued for property taxes associated with the leased facility. Other information related to leases was as follows (in 2019, other leases were all short term and excluded from the scope of ASC 842, Leases):


   Nine Months Ended
September 30,
 
   2020   2019 
   (in thousands) 
Operating cash flows from operating leases in lease liability measurement  $133   $16 
Operating cash flows from short term leases   133    92 
Remaining long-term lease term in years   1.6    2.8 
Discount rate   10%   10%

The maturity of the Company’s operating lease liability as of September 30, 2020 is as follows:


   September 30,
2020
 
   (in thousands) 
2020  $45 
2021   182 
2022   76 
Total future minimum lease payments   303 
Less: imputed interest   26 
Total liabilities  $277 

Rent expense on non-cancelable operating leases was approximately $46 and $136 thousand for the three and nine months ended September 30, 2020. Rent expense on non-cancelable operating leases was approximately $29 and $154 thousand for the three and nine months ended September 30, 2019.


v3.20.2
Redeemable Preferred Stock and Stockholders’ Deficit
9 Months Ended
Sep. 30, 2020
Stockholders' Equity Note [Abstract]  
Redeemable Preferred Stock and Stockholders’ Deficit

11. Redeemable Preferred Stock and Stockholders’ Deficit


On December 19, 2019, GI Dynamics stockholders approved an increase of its authorized shares of common stock from 50 million to 75 million.


On May 26, 2020, the Company filed a definitive proxy statement and Notice of Stockholder Meeting with the Securities and Exchange Commission in the United States and with ASX in Australia. The proposal to be voted by shareholders was to formally apply for removal from the Official List of the ASX (the “Delisting”). On June 20, 2020, stockholders approved the Delisting and notice was given to the market that a formal Delisting application had been submitted to ASX. The Company was not offering any share purchase facilities under the Delisting plan. After a 30-day trading period ending 4:00 p.m. July 22, 2020 Australian Eastern Standard Time, the Company was delisted. All CDIs were converted to shares of Common Stock before the CDN trust was dissolved. Registered holders converting CDIs such that a fractional common share was generated received cash payment for such fractional share. The Company’s SEC reporting requirements are still in effect, even though the Company’s securities are not listed on any exchange.


On July 13, 2020, Crystal Amber provided the Company with a notice of optional conversion of the 2017 Note, thereby converting the principal of $5 million and the accrued and unpaid interest of $390 thousand into 2,574,873,400 CDIs, which is equal to 51,497,468 shares of Common Stock. On receipt of the notice of conversion, the Company did not have sufficient authorized shares to allow full conversion. The available 38,401,704 shares were issued to CDN, allowing the allotment of 1,920,085,200 CDIs to Crystal Amber and a Right to Shares and Waiver Agreement in which the Company agreed to issue the remaining 13,095,764 shares of Common Stock owed under the conversion when the Company has filed an amended and restated certification of incorporation with the Delaware Secretary of State after the Company was delisted from the ASX and in connection with the consummation of the September 2020 Financing.


On September 3, 2020, GI Dynamics stockholders approved an increase of its authorized shares of common stock from 75 million to 280 million and approved the authorization of 118 million shares of Series A Convertible Preferred Stock, a newly created class of capital stock with the following rights and privileges.


Voting and Director Nomination Rights


Holders of shares of Series A Preferred will generally be entitled to vote with the holders of shares of common stock, at any stockholder meeting or by written consent in lieu of such meeting. Except as required by applicable law or provided in the Restated Certificate, holders of Series A Preferred will vote together with the holders of common stock as a single class and on an as-converted to common stock basis.


Holders of Series A Preferred will have the right, exclusively and as a separate class, to (a) designate 2 members of the Board, (b) remove such designees from the Board without cause and (c) fill any vacancies with respect to those directorships.


Protective Provisions


In addition to the foregoing director nomination rights, at any time when at least 5 million shares of Series A Preferred are outstanding, holders of at least a majority of the outstanding shares of Series A Preferred, voting separately as a single class, must approve certain significant actions of the Company, including, among others: (a) the liquidation, dissolution or winding up of the affairs of the Company; (b) any Deemed Liquidation Event (as defined in the Restated Certificate); (c) amendments to the Restated Certificate or the Company’s bylaws, which would adversely affected the rights and privileges of the Series A Preferred; (d) any issuance or authorization of an additional class or series of capital stock of the Company that does not rank junior to the Series A Preferred with respect certain rights and privileges; (e) any reclassification of an existing security of the Company that renders such security senior to the Series A Preferred with respect to certain rights and privileges; and (f) any increase or decrease in the authorized number of members of the Board.


Conversion Rights and Anti-Dilution Adjustments


The Holders of shares of Series A Preferred will have the right to convert such shares into shares of common stock on a 1-for-1 basis, at a conversion price equal to the per share issue price of the Series A Preferred, which initially under the Purchase Agreement, will be $0.08863 per share. Shares of Series A Preferred will be convertible both at the option of the holder and mandatorily upon either (a) the closing of a Qualified IPO or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority of the then outstanding shares of Series A Preferred.


The Company will be required, at all times, to reserve and keep available out of its authorized and unissued shares of common stock the number of shares that would be issuable upon conversion of all outstanding shares of Series A Preferred. If this reserve is not sufficient at any point to allow for full conversion, the Company must act to sufficiently increase its pool of authorized but unissued shares of common stock.


The conversion price of the Series A Preferred and the number of shares of common stock to be delivered upon conversion of the Series A Preferred will be subject to certain customary anti-dilution protections for certain events, such as (a) stock splits, subdivisions, or combinations of common stock, (b) certain dividends or distributions on shares of common stock and (c) certain mergers, reorganizations, reclassifications, recapitalizations and consolidations of the Company.


Preferential Payments


In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Company, holders of the Series A Preferred then outstanding will be entitled to receive, before any distribution of the assets of the Company to the holders of common stock, an amount per share equal to 1.2 times the original issue price per share in the Series A Preferred Financing, plus any declared but unpaid dividends. Holders of Series A Preferred will also be entitled to the same preferential rights upon a Deemed Liquidation Event (as defined in the Restated Certificate), except that in such case, the distributions to holders of Series A Preferred shall be in the form of payments from the proceeds of the transaction constituting such Deemed Liquidation Event.


Dividends


Holders of Series A Preferred will entitled to receive dividends, when and if declared by the Company on any shares of its capital stock (other than on dividends on shares of common stock payable in shares of common stock), prior to or at the same time of the payment of such declared dividends. In such case, the minimum dividend amount payable on shares of Series A Preferred will be determined either on an as-converted to common stock basis or on the basis of the issue price of the capital stock, and will be calculated based on the formulas set forth in the Restated Certificate.


On September 3, 2020, after stockholders authorized the increase in shares of Common Stock, the Company issued the remaining 13,095,764 shares of Common Stock due to Crystal Amber in full satisfaction of the Right to Shares and Waiver Agreement.


On September 4, 2020, Crystal Amber converted the amounts owed related the June and August 2020 Notes, which totaled an outstanding principal amount of $1.25 million and a total of approximately $10 thousand of unpaid accrued interest, into 17,774,853 shares of Series A Preferred Stock.


On September 4, 2020, Crystal Amber purchased 42,310,730 shares of Series A Preferred Stock for gross proceeds of $3.75 million.


At September 4, 2020, the Series A Preferred Stock was determined to be effectively redeemable on an event outside of the Company’s control, thereby requiring the Series A Preferred Stock to be presented in a mezzanine section on the consolidated balance sheet. The September 2020 Financing included the Series A Preferred Stock Purchase Agreement, which allocated two board seats to nominees of the holders of the Series A Preferred Stock. On August 10, 2020, the sitting Board of Directors appointed to the board one nominee of Crystal Amber the sole holder of Series A Preferred Stock. The incumbent directors subsequently resigned, effectively leaving a Series A nominee as the sole director. The Series A Preferred Stock is redeemable on the Board of Director election to liquidate the Company. Until independent board members are appointed and have a majority of the board votes, the Series A representative director has the ability to effect the liquidation the Company and the redemption of the Series A Preferred Shares. For such time as the decision to liquidate and redeem the Series A Preferred Shares is outside of the control of the Company, the Series A Preferred Shares is required to be classed in the mezzanine until such time as independent board members can control the decision to liquidate the Company. The October 20, 2020 appointment of non-executive director Ginger Glaser and the October 31, 2020 appointment of chief executive officer Joseph Virgilio to the board of directors placed such decision back under the control of the Company, thereby enabling reclassification of the mezzanine equity to stockholders’ equity.


Pursuant to the Series A Preferred Stock Share Purchase Agreement and related amendment, dated October 31, 2020, the Second Close of the September 2020 Financing will occur on November 30, 2020 and will include the sale of 56,414,306 shares of Series A Preferred Stock for proceeds of $5.0 million. Independent investors may subscribe for shares up to the total number of shares being offered and Crystal Amber will purchase any shares not subscribed by independent investors at November 30, 2020.


v3.20.2
Share-Based Compensation
9 Months Ended
Sep. 30, 2020
Share-based Payment Arrangement [Abstract]  
Share-Based Compensation

12. Share-Based Compensation


The Company has three stock-based compensation plans. The Board of Directors adopted the 2003 Omnibus Stock Plan (the “2003 Plan”), which provides for the grant of qualified incentive stock options and nonqualified stock options or other awards to the Company’s employees, officers, directors, advisors, and outside consultants to purchase up to an aggregate of 922,086 shares of the Company’s common stock.


In August 2011, the Board of Directors adopted the 2011 Employee, Director and Consultant Equity Incentive Plan (the “2011 Plan”, together with the 2003 Plan, the “Plans”) as the successor to the 2003 Plan. Under the 2011 Plan, the Company may grant incentive stock options, nonqualified stock options, restricted and unrestricted stock awards and other stock-based awards. As of September 30, 2020, 999,557 shares of common stock were available for grant under the Company’s 2011 Plan. 


In August 2020, the Board of Directors adopted, pending shareholder approval, the 2020 Employee, Director and Consultant Equity Incentive Plan (the “2020 Plan”) as the successor to the 2011 and 2003 Plans. On September 3, 2020 shareholders approved the adoption of the 2020 Plan. Under the 2020 Plan, the Company may grant incentive stock options, nonqualified stock options, restricted and unrestricted stock awards and other stock-based awards up to a total of 41,710,968 shares. As of September 30, 2020, 41,710,968 shares of common stock were available for grant under the Company’s 2020 Plan


Stock-Based Compensation


Stock-based compensation is reflected in the consolidated statements of operations as follows for the three and nine months ended September 30, 2020 and 2019 (in thousands):


   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2020   2019   2020   2019 
Research and development  $3   $15   $31   $47 
General and administrative   195    43    563    127 
   $198   $58   $594   $174 

The stock options granted under the Plans generally vest over a four-year period and expire ten years from the date of grant.


The weighted-average assumptions used to estimate the fair value of employee stock options using the Black-Scholes option-pricing model were as follows for the three and nine months ended September 30, 2020 and 2019:


   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2020   2019   2020   2019 
Expected volatility   164.9%   126.1%   164.9%   126.1%
Expected term (in years)   5.84    6.05    5.84    6.05 
Risk-free interest rate   0.9%   1.7%   0.9%   1.7%
Expected dividend yield   0%   0%   0%   0%

Stock Options


The following table summarizes share-based activity under the Company’s stock option plans for the nine months ended September 30, 2020:


   Shares of
Common
Stock
Attributable
to Options
   Weighted-
Average
Exercise
Price
   Weighted-
Average
Contractual
Life
   Aggregate
Intrinsic
Value
 
           (in years)   (in thousands) 
Outstanding at December 31, 2019   3,096,154   $1.47    8.3   $ 
Granted   90,000   $0.23       $ 
Cancelled   (329,691)  $3.31       $ 
Outstanding at September 30, 2020   2,856,463   $1.22    8.1   $ 
Vested or expected to vest at September 30, 2020   2,856,463   $       $ 
Exercisable at September 30, 2020   1,217,689   $1.50    7.3   $ 

The majority of the Company’s option grants vest 25% on the first anniversary of the grant date, and in a quarterly straight-line rate thereafter until fully vested on the fourth anniversary of the grant date. The weighted average grant date fair value for options granted in the nine-month period ended September 30, 2020, was $0.18. The unrecognized stock compensation expense at September 30, 2020 was approximately $1.6 million and is expected to be recognized over a weighted average period of 2.75 years from September 30, 2020.


The Company has recorded non-employee stock-based compensation expense of approximately $2 thousand and $0 during the nine-month period ended September 30, 2020 and 2019, respectively, which is included in total stock-based compensation expense. The unrecognized compensation expense associated with outstanding non-employee grants was $2 thousand and $0 at September 30, 2020 and 2019, respectively.


On February 28, 2020, the Company’s Board of Directors approved, subject to stockholder approval per ASX Listing Rule 10.14, the grant of stock options (“NED Options”) conferring the right to purchase up to 30 thousand shares of the Company’s common stock to Praveen Tyle, a non-executive director pursuant to the Company’s 2011 Plan. The exercise price is $0.20 per share of common stock and the NED Options will vest in full on February 28, 2021 if Dr. Tyle remains a director of the Company through that date. The NED Options will vest immediately on a change in control event. The NED Options are immediately exercisable, subject to repurchase rights if purchased prior to vesting. The NED Options will be cancelled immediately upon termination of service as a director, unless such termination is the result of a defined change in control event, in which case the NED Options will be cancelled 12 months after such termination. As of September 30, 2020, stockholders had not yet approved the NED Options.


On February 15, 2020, the Company granted a consultant an option to purchase up to 10,000 shares of common stock at a price of $0.40 per share. The option vests in equal monthly amounts over a 24-month period and expires in 10 years.


At September 30, 2020, the Company had unvested outstanding options to purchase 9,996 shares of common stock granted to non-employees.


Performance Stock Units


Each performance stock unit (“PSU”) represents a contingent right to receive one share of the Company’s common stock. There is no consideration payable on the vesting of PSUs issued under the Plans. Upon vesting, the PSUs are exercised automatically and settled in shares of the Company’s common stock. During the nine months ended September 30, 2020, the Company awarded no PSUs to employees and directors of the Company.


The following table summarizes information related to PSU activity for the nine months ended September 30, 2020:


   Number
of Units
   Weighted-
Average
Contractual
Life
   Aggregate
Intrinsic
Value
 
       (in years)   (in thousands) 
Outstanding at December 31, 2019   250,000    6.23   $149 
Granted              
Exercised              
Cancelled   (125,000)        
Outstanding at September 30, 2020   125,000    5.48   $1 

The aggregate intrinsic value at September 30, 2020 noted in the table above represents the estimated fair value of the Company’s common stock multiplied by the number of PSUs outstanding. The fair value of each PSU award equals the closing price of the Company’s common stock on the date of grant.


The outstanding PSUs had an expiration clause that effectively cancelled 125,000 of the PSUs as the performance metrics had not been achieved by September 30, 2020.


v3.20.2
Segment Reporting
9 Months Ended
Sep. 30, 2020
Segment Reporting [Abstract]  
Segment Reporting

13. Segment Reporting


Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Company has one reportable segment which designs, develops, manufactures and markets medical devices for non-surgical approaches to treating type 2 diabetes and obesity.


v3.20.2
Subsequent Events
9 Months Ended
Sep. 30, 2020
Subsequent Events [Abstract]  
Subsequent Events

14. Subsequent Events


Effective October 31, 2020, the Company and Crystal Amber executed an amendment to the Series A Share Purchase Agreement that changed the date of the Second Close of the Series A Preferred Financing from October 31, 2020 to November 30, 2020.


Effective October 20, 2020, Ginger Glaser was appointed as a non-executive director to the Board of Directors and all subcommittees of the Board of Directors.


Effective November 2, 2020, Joseph Virgilio was appointed to the Board of Directors and all subcommittees of the Board of Directors.


Effective November 2, 2020, Scott Schorer departed as President and Chief Executive Officer. Concurrently the Board of Directors appointed Joseph Virgilio to the position of Chief Executive Officer and President.


v3.20.2
Accounting Policies, by Policy (Policies)
9 Months Ended
Sep. 30, 2020
Accounting Policies [Abstract]  
Accounting policy relating to authorized share allocation to outstanding shares and instruments

Accounting policy relating to authorized share allocation to outstanding shares and instruments


In determining the sufficiency of the number of shares of common stock authorized by shareholders for issuance, the Company accounts for all issued and outstanding shares of common stock as well as all shares of common stock underlying any convertible or exercisable instruments. In order to determine the sufficiency of authorized shares of common stock, the authorized shares are allotted first to the issued and outstanding shares, then sequentially to any additional relevant instruments in order of decreasing time to maturity or termination. Any instrument that does not have sufficient authorized shares of common stock to allow conversion or exercise is reclassified, if needed, as a liability recorded at fair value until sufficient shares of common stock are authorized, at which time the classification returns to the classification determined in the original accounting analysis of the instrument.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements


In August 2018, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, or ASU 2018-13, which provides guidance focused on the disclosure requirements for disclosing fair value estimates, assumptions, and methodology. This ASU removed requirements to disclose details around amount and reasoning for level 1 to level 2 transfers, timing policies for transfer between levels and the valuation processes for level 3 fair value measurements. Modified requirements include details regarding net asset redemption restrictions and timing related to uncertainty disclosures. Further, this ASU added required disclosures of changes in unrealized gains and losses for recurring level 3 measurements held as of the reporting date and disclosures around the range and weighted average of significant inputs used to develop level 3 fair value measurements. These amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption was permitted upon issuance of this update, however the Company declined early adoption. The Company adopted this ASU on January 1, 2020 and concluded that it had no impact on its consolidated financial statements.

v3.20.2
Net Loss per Common Share (Tables)
9 Months Ended
Sep. 30, 2020
Earnings Per Share [Abstract]  
Schedule of potentially dilutive securities excluded from computation of diluted weighted average shares
   Nine Months Ended September 30, 
   2020   2019 
Shares of preferred stock convertible into shares of common stock   60,085,583    - 
Warrants to purchase common stock   28,532    2,238,149 
Options to purchase common stock and other stock-based awards   2,981,463    3,266,154 
Total   63,095,578    5,504,303 
v3.20.2
Warrants to Purchase Common Stock or CDIs (Tables)
9 Months Ended
Sep. 30, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of warrants outstanding and exercisable
      Number of
underlying
   Exercise
price per
   September 30, 
Warrant Series  Issue Date  shares   share   2020   2019 
Consultant warrant  May 4, 2016   28,532   $0.64    28,532    28,532 
March 2019 Warrant  March 15, 2019   1,579,696   $0.72        1,579,696 
May 2019 Warrant  May 8, 2019   4,724,409   $0.72        4,724,409 
Total Outstanding and Exercisable                28,532    6,332,637 
Weighted average exercise price               $0.64   $0.72 
v3.20.2
Prepaid Expenses (Tables)
9 Months Ended
Sep. 30, 2020
Prepaid Expenses Disclosure Textblock [Abstract]  
Schedule of prepaid expenses
   September 30,   December 31, 
   2020   2019 
Retention bonus and severance reserves  $894   $- 
Directors’ and officers’ liability insurance run-off policy   1,363    - 
Active insurance policies   171    241 
Clinical trial services and software   500    496 
Corporate identity change expenses   165    110 
Vendor deposits, retainers and credits   145    111 
Annual licenses and subscriptions   34    50 
Other   20    51 
Total  $3,292   $1,059 
v3.20.2
Accrued Expenses (Tables)
9 Months Ended
Sep. 30, 2020
Payables and Accruals [Abstract]  
Schedule of Accrued Liabilities
   September 30,   December 31, 
   2020   2019 
Payroll and related liabilities  $521   $531 
Professional fees   162    335 
Credit refunds       164 
Interest payable   18    250 
Other   130    73 
Total  $831   $1,353 
v3.20.2
Commitments and Contingencies (Tables)
9 Months Ended
Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]  
Schedule of other information related to leases
   Nine Months Ended
September 30,
 
   2020   2019 
   (in thousands) 
Operating cash flows from operating leases in lease liability measurement  $133   $16 
Operating cash flows from short term leases   133    92 
Remaining long-term lease term in years   1.6    2.8 
Discount rate   10%   10%
Schedule of maturity of operating lease liability
   September 30,
2020
 
   (in thousands) 
2020  $45 
2021   182 
2022   76 
Total future minimum lease payments   303 
Less: imputed interest   26 
Total liabilities  $277 
v3.20.2
Share-Based Compensation (Tables)
9 Months Ended
Sep. 30, 2020
Share-based Payment Arrangement [Abstract]  
Schedule of stock-based compensation
   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2020   2019   2020   2019 
Research and development  $3   $15   $31   $47 
General and administrative   195    43    563    127 
   $198   $58   $594   $174 
Schedule of weighted-average assumptions used to estimate fair value of employee stock options
   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2020   2019   2020   2019 
Expected volatility   164.9%   126.1%   164.9%   126.1%
Expected term (in years)   5.84    6.05    5.84    6.05 
Risk-free interest rate   0.9%   1.7%   0.9%   1.7%
Expected dividend yield   0%   0%   0%   0%
Schedule of share-based activity
   Shares of
Common
Stock
Attributable
to Options
   Weighted-
Average
Exercise
Price
   Weighted-
Average
Contractual
Life
   Aggregate
Intrinsic
Value
 
           (in years)   (in thousands) 
Outstanding at December 31, 2019   3,096,154   $1.47    8.3   $ 
Granted   90,000   $0.23       $ 
Cancelled   (329,691)  $3.31       $ 
Outstanding at September 30, 2020   2,856,463   $1.22    8.1   $ 
Vested or expected to vest at September 30, 2020   2,856,463   $       $ 
Exercisable at September 30, 2020   1,217,689   $1.50    7.3   $ 
Schedule of performance stock units activity
   Number
of Units
   Weighted-
Average
Contractual
Life
   Aggregate
Intrinsic
Value
 
       (in years)   (in thousands) 
Outstanding at December 31, 2019   250,000    6.23   $149 
Granted              
Exercised              
Cancelled   (125,000)        
Outstanding at September 30, 2020   125,000    5.48   $1 
v3.20.2
Nature of Business (Details)
$ in Thousands
9 Months Ended
Sep. 04, 2020
USD ($)
shares
Sep. 30, 2020
USD ($)
shares
Nature of Business (Details) [Line Items]    
Types of diabetes population, description   Diabetes mellitus type 2 (also known as type 2 diabetes) is a long-term progressive metabolic disorder characterized by high blood sugar, insulin resistance, and reduced insulin production. People with type 2 diabetes represent 90-95% of the worldwide diabetes population; only 5-10% of this population is diagnosed with type 1 diabetes (a form of diabetes mellitus wherein little to no insulin is produced).
Number of reportable segments   1
Accumulated deficit   $ (295,000)
Working capital surplus   4,600
Cash and restricted cash   2,700
Sale of shares (in Shares) | shares 10,000,000  
Cash proceeds $ 3,750  
Conversion amount   1,260
Sale of stock   $ 5,000
Type 2 Diabetes [Member]    
Nature of Business (Details) [Line Items]    
Types of diabetes population, description   Fewer than 50% of patients treated pharmacologically for type 2 diabetes are adequately managed, meaning that medication does not lower blood sugar adequately and does not halt the progressive nature of diabetes of these patients.
Series A Preferred Stock [Member]    
Nature of Business (Details) [Line Items]    
Sale of shares (in Shares) | shares 42,300,000 56,414,306
Cash proceeds   $ 5,000
Conversion amount   $ 17,800
v3.20.2
Net Loss per Common Share (Details) - Schedule of potentially dilutive securities excluded from computation of diluted weighted average shares - shares
9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of diluted weighted-average shares outstanding 63,095,578 5,504,303
Shares of preferred stock convertible into shares of common stock [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of diluted weighted-average shares outstanding 60,085,583
Warrants to purchase common stock [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of diluted weighted-average shares outstanding 28,532 2,238,149
Options to purchase common stock and other stock-based awards [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of diluted weighted-average shares outstanding 2,981,463 3,266,154
v3.20.2
Warrants to Purchase Common Stock or CDIs (Details) - $ / shares
1 Months Ended
May 04, 2016
Aug. 21, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]    
Consultant warrant to purchase 28,532  
Exercise price per share $ 0.64  
Warrant expires date May 04, 2021  
Warrants description   GI Dynamics and Crystal Amber entered into a securities purchase agreement for a total funding of up to approximately $10 million (the “August 2019 SPA”) comprised of the scheduled exercise of the 2018 Warrant, the March 2019 Warrant, and the May 2019 Warrant (totaling 8,248,549 shares of common stock purchased for approximately $5.4 million) and the issue and sale of an Unsecured Convertible Note for up to approximately $4.6 million (the “August 2019 Note”), which included an agreement to issue a warrant (the “August 2019 Warrant”) to purchase up to 229,844,650 CDIs (representing 4,596,893 shares of common stock) for an exercise price of $0.02 per CDI issued on exercise. On December 16, 2019, stockholders approved the issuance of the August 2019 Warrant, which was issued on January 13, 2020 upon funding of the August 2019 Note.
v3.20.2
Warrants to Purchase Common Stock or CDIs (Details) - Schedule of warrants outstanding and exercisable - $ / shares
9 Months Ended
May 04, 2016
Sep. 30, 2020
Sep. 30, 2019
Warrants to Purchase Common Stock or CDIs (Details) - Schedule of warrants outstanding and exercisable [Line Items]      
Number of underlying shares 28,532    
Exercise price per share (in Dollars per share) $ 0.64    
Total Outstanding and Exercisable   28,532 6,332,637
Weighted average exercise price (in Dollars per share)   $ 0.64 $ 0.72
Consultant Warrant [Member]      
Warrants to Purchase Common Stock or CDIs (Details) - Schedule of warrants outstanding and exercisable [Line Items]      
Issue Date   May 4, 2016  
Number of underlying shares   28,532  
Exercise price per share (in Dollars per share)   $ 0.64  
Total Outstanding and Exercisable   28,532 28,532
March 2019 Warrant [Member]      
Warrants to Purchase Common Stock or CDIs (Details) - Schedule of warrants outstanding and exercisable [Line Items]      
Issue Date   March 15, 2019  
Number of underlying shares   1,579,696  
Exercise price per share (in Dollars per share)   $ 0.72  
Total Outstanding and Exercisable   1,579,696
May 2019 Warrant [Member]      
Warrants to Purchase Common Stock or CDIs (Details) - Schedule of warrants outstanding and exercisable [Line Items]      
Issue Date   May 8, 2019  
Number of underlying shares   4,724,409  
Exercise price per share (in Dollars per share)   $ 0.72  
Total Outstanding and Exercisable   4,724,409
v3.20.2
Fair Value Measurements (Details)
9 Months Ended
Sep. 30, 2020
Fair Value Disclosures [Abstract]  
Fair value measurements,description September 2020 Financing, at a conversion price equal to 80% of the price per share of Series A Preferred Stock
v3.20.2
Prepaid Expenses (Details)
$ in Thousands
Jul. 23, 2020
USD ($)
Prepaid Expenses (Details) [Line Items]  
Bonus amount $ 100
Mr.Schorer [Member]  
Prepaid Expenses (Details) [Line Items]  
Bonus amount $ 609
v3.20.2
Prepaid Expenses (Details) - Schedule of prepaid expenses - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Schedule of prepaid expenses [Abstract]    
Retention bonus and severance reserves $ 894
Directors’ and officers’ liability insurance run-off policy 1,363
Active insurance policies 171 241
Clinical trial services and software 500 496
Corporate identity change expenses 165 110
Vendor deposits, retainers and credits 145 111
Annual licenses and subscriptions 34 50
Other 20 51
Total $ 3,292 $ 1,059
v3.20.2
Accrued Expenses (Details)
9 Months Ended
Sep. 30, 2020
Payables and Accruals [Abstract]  
Accrued expenses, description The Company calculated an estimate for returns, reversed its revenue and recorded an accrued expense estimate of $202 thousand of product return related costs in addition to $77 thousand of credit memos granted to customers. Through December 31, 2019, this reserve had various claims and adjustments of $115 thousand. On March 31, 2020, the Company reversed the remaining accrual for $164 thousand and recognized other income as the Company concluded that the likelihood that further claims will be made was remote, given the amount of time having lapsed since product expiry, during which the Company has not received any such claims.
v3.20.2
Accrued Expenses (Details) - Schedule of Accrued Liabilities - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Schedule of Accrued Liabilities [Abstract]    
Payroll and related liabilities $ 521 $ 531
Professional fees 162 335
Credit refunds 164
Interest payable 18 250
Other 130 73
Total $ 831 $ 1,353
v3.20.2
Notes Payable (Details) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Jul. 13, 2020
Apr. 04, 2020
Jan. 13, 2020
Dec. 18, 2020
Sep. 04, 2020
Jun. 30, 2020
Aug. 31, 2019
Aug. 31, 2019
Jun. 15, 2017
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2017
Aug. 06, 2020
Aug. 04, 2020
Jun. 18, 2020
Apr. 03, 2020
Dec. 06, 2019
Notes Payable (Details) [Line Items]                                      
Principle amount         $ 4,900   $ 4,600 $ 4,600                     $ 4,600
Interest rate during period   1.00%         16.00%                        
Unpaid interest                 8.00%                    
Debt instrument conversion description     On January 13, 2020, the full amount of approximately $4.6 million was received as proceeds from the August 2019 Note. On receipt of funds, the August 2019 Note was immediately convertible. On January 13, 2020, the Company issued to Crystal Amber an immediately exercisable August 2019 Warrant to purchase 229,844,650 CDIs (representing 4,596,893 shares of common stock) for an exercise price of $0.02 per CDI (see Note 4 of the consolidated financial statements).         The Company then analyzed the old and new debt to determine whether the restructuring should be treated as a modification or an extinguishment under ASC 470-50 Debt Modifications and Extinguishments. Any restructuring representing a greater than 10% change in the present value of the new debt cash flows relative to the present value of the old debt cash flows requires the old debt to be extinguished and the new debt to be issued in the period of restructuring by adjusting the carrying amount of the old debt to the fair value of the new debt with the adjustment being reflected as a gain or loss. The difference in the present value of the cash flows of the September 2020 Note relative to the present value of the remaining cash flows for the August 2019 Note was more than 10%, therefore, the restructuring requires extinguishment accounting. The September 2020 Note has an interest rate of 5% and no inducements, therefore, the Company considered the equivalent arms-length placement to a third-party investor highly unlikely given the Company’s risk position. The present value of the September 2020 Note cash flows was therefore calculated using a discount rate equal to the effective interest rate of the August 2019 Note as it contained a higher nominal interest rate and 100% warrant coverage as inducements. Based on this analysis, the Company estimated that the fair value of the September 2020 Note was approximately $3.2 million upon issuance.                      
Fair value of warrant             $ 2,300                        
Debt instrument, convertible, beneficial conversion feature             $ 435                        
Maturity date         Jun. 30, 2022                            
Conversion price (in Dollars per share)         $ 0.17726                            
Gross proceeds                   $ 10,000   $ 10,000              
Long-term debt         $ 300                            
Debt discount         700                            
Debt         1,000                            
Loss on debt extinguishment         700         (678)   (678)              
Accrued interest expense                   84   297              
Amortization of debt discount                   139   395              
Loan amount   $ 200                                  
Maturity date of loan   2 years                                  
Chess Deposit Interest [Member] | 2019 Senior Unsecured Convertible Promissory Note [Member]                                      
Notes Payable (Details) [Line Items]                                      
Debt instrument conversion description             The entire outstanding principal balance under the August 2019 Note and all unpaid accrued interest thereon was immediately convertible into CDIs at the option of Crystal Amber at a conversion price equal to $0.02 per CDI (representing $1.00 per share of Common Stock).                        
Common Stock [Member]                                      
Notes Payable (Details) [Line Items]                                      
Conferring right to purchase (in Shares)               4,596,893                      
2017 Senior Secured Convertible Promissory Note [Member]                                      
Notes Payable (Details) [Line Items]                                      
Principle amount                 $ 5,000                    
Interest rate during period                 5.00%                    
Interest expenses                   9 $ 63 140 $ 187            
interest expense related to additional debt discount liability                   19   56              
2017 Senior Secured Convertible Promissory Note [Member] | Chess Deposit Interest [Member]                                      
Notes Payable (Details) [Line Items]                                      
Debt instrument conversion description                           The entire outstanding principal balance under the 2017 Note and all unpaid accrued interest thereon was convertible into CDIs (i) prior to the maturity date, at the option of Crystal Amber at a conversion price calculated based on the five-day volume weighted average price (“VWAP”) of the Company’s CDIs traded on the ASX (“Optional Conversion Price”), or (ii) automatically upon the occurrence of an equity financing in which the Company raises at least $10 million (a “Qualified Financing”) at the price per CDI of the CDIs issued and sold in such financing.          
Qualified financing least amount raised                           $ 10,000          
2019 Senior Unsecured Convertible Promissory Note [Member]                                      
Notes Payable (Details) [Line Items]                                      
Unpaid interest             10.00% 10.00%                      
August Twenty Twenty Convertible Note [Member]                                      
Notes Payable (Details) [Line Items]                                      
Principle amount         500                            
Amortization of debt discount                   $ 128   $ 126              
Interest converted into stock         $ 2                            
August Twenty Twenty Convertible Note [Member] | Note Purchase Agreement [Member]                                      
Notes Payable (Details) [Line Items]                                      
Principle amount                               $ 500      
Interest rate during period                       8.00%              
Unpaid interest         5.00%         110.00%   110.00%              
Default interest rate                       5.00%              
Debt received amount                                   $ 250  
Remaining principal amount                             $ 250        
June Twenty Twenty Convertible Note [Member]                                      
Notes Payable (Details) [Line Items]                                      
Principle amount         $ 750                            
Unpaid interest       110.00%                              
Interest expenses                   $ 7   $ 8              
interest expense related to additional debt discount liability         8                            
Amortization of debt discount                   $ 160   $ 190              
Debt discount       $ 40                              
June Twenty Twenty Convertible Note [Member] | Note Purchase Agreement [Member]                                      
Notes Payable (Details) [Line Items]                                      
Principle amount                                 $ 750    
Interest rate during period           8.00%                          
Default interest rate           5.00%                          
Crystal Amber Fund Limited [Member]                                      
Notes Payable (Details) [Line Items]                                      
Unpaid interest             110.00% 110.00%                      
Crystal Amber Fund Limited [Member]                                      
Notes Payable (Details) [Line Items]                                      
Unpaid interest                   110.00%   110.00%              
Debt instrument conversion description the Company with a notice of optional conversion of the 2017 Note. On the conversion date, the principal of $5 million and the accrued and unpaid interest of $390,240 totaling $5,390,240 was converted into 2,574,873,400 CDIs, which was equivalent to 51,497,468 shares of Common Stock. The conversion price equaled the 5-day VWAP per CDI for the 5 trading days immediately preceding the date of notice, which equaled $0.002093 per CDI or $0.10467 per share of Common Stock.                                    
CHESS Depository Nominees, Ltd. [Member]                                      
Notes Payable (Details) [Line Items]                                      
Debt instrument conversion description                       the Company did not have sufficient authorized shares to issue to CHESS Depository Nominees, Ltd. (“CDN”) to enable the required number of CDIs to be allotted to Crystal Amber. The available 38,401,704 shares were issued to CDN, allowing the allotment of 1,920,085,200 CDIs to Crystal Amber. The Company and Crystal Amber executed a Right to Shares and Waiver Agreement in which the Company agreed to issue the remaining 13,095,764 shares of Common Stock owed under the conversion when the Company filed an amended and restated certification of incorporation with the Delaware Secretary of State after the Company was delisted from the ASX and in connection with the consummation of the September 2020 Financing and. On July 22, 2020, the Company was removed from the Official List of the ASX (“Delisted”) and the CDN trust was subsequently dissolved, causing all CDIs to automatically convert to shares of Common Stock. The remaining 13,095,764 shares of Common Stock owed under the conversion were issued as shares of Common Stock immediately after Shareholders approved the increase in the authorized shares of common stock to 280,000,000 shares at the Special Meeting of Shareholders held on September 3, 2020.              
CHESS Depository Interests [Member]                                      
Notes Payable (Details) [Line Items]                                      
Conferring right to purchase (in Shares)               229,844,650                      
Series A Preferred Stock [Member]                                      
Notes Payable (Details) [Line Items]                                      
Initial purchase price percentage                       200.00%              
Series A Preferred Stock [Member] | August Twenty Twenty Convertible Note [Member]                                      
Notes Payable (Details) [Line Items]                                      
Conversion price (in Dollars per share)                   $ 0.0709   $ 0.0709              
Conversion price, percentage                       80.00%              
Interest converted into stock         7,100                            
Series A Preferred Stock [Member] | June Twenty Twenty Convertible Note [Member]                                      
Notes Payable (Details) [Line Items]                                      
interest expense related to additional debt discount liability         $ 10,600                            
Conversion price (in Dollars per share)           $ 0.0709                          
Conversion price, percentage           80.00%                          
v3.20.2
Commitments and Contingencies (Details)
$ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended
Apr. 22, 2019
USD ($)
Sep. 30, 2020
USD ($)
Sep. 30, 2019
USD ($)
Sep. 30, 2020
USD ($)
Sep. 30, 2019
USD ($)
Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]            
Rentable area of leased premises (in Square Meters) | m² 3,520         985
Operating lease term The lease period contractually commenced June 1, 2019 and expires on May 31, 2022, but the space was available for occupancy on May 1, 2019 resulting in an effective period of May 2019 through May 2022, with no rent payment assessed in May 2019.          
Present value of the lease liability in short-term and long-term liabilities and recorded a related right-of-use asset $ 463          
Incremental borrowing rate as discount rate to measure operating lease liabilities   10.00% 10.00% 10.00% 10.00%  
Operating lease, expense   $ 44   $ 131    
Leased facility       31    
Rent expense   $ 46 $ 29 $ 136    
Operating Leases, Rent Expense         $ 154  
v3.20.2
Commitments and Contingencies (Details) - Schedule of other information related to leases - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Schedule of other information related to leases [Abstract]    
Operating cash flows from operating leases in lease liability measurement $ 133 $ 16
Operating cash flows from short term leases $ 133 $ 92
Remaining long-term lease term in years 1 year 219 days 2 years 292 days
Discount rate 10.00% 10.00%
v3.20.2
Commitments and Contingencies (Details) - Schedule of maturity of operating lease liability
$ in Thousands
Sep. 30, 2020
USD ($)
Schedule of maturity of operating lease liability [Abstract]  
2020 $ 45
2021 182
2022 76
Total future minimum lease payments 303
Less: imputed interest 26
Total liabilities $ 277
v3.20.2
Redeemable Preferred Stock and Stockholders’ Deficit (Details) - USD ($)
$ / shares in Units, $ in Thousands
9 Months Ended
Sep. 04, 2020
Sep. 04, 2020
Jul. 13, 2020
Sep. 30, 2020
Sep. 03, 2020
Dec. 31, 2019
Dec. 19, 2019
Dec. 06, 2019
Aug. 31, 2019
Redeemable Preferred Stock and Stockholders’ Deficit (Details) [Line Items]                  
Common stock, shares authorized       280,000,000   75,000,000      
Converting principal amount (in Dollars) $ 4,900 $ 4,900           $ 4,600 $ 4,600
Protective provisions, description       In addition to the foregoing director nomination rights, at any time when at least 5 million shares of Series A Preferred are outstanding, holders of at least a majority of the outstanding shares of Series A Preferred, voting separately as a single class, must approve certain significant actions of the Company, including, among others: (a) the liquidation, dissolution or winding up of the affairs of the Company; (b) any Deemed Liquidation Event (as defined in the Restated Certificate); (c) amendments to the Restated Certificate or the Company’s bylaws, which would adversely affected the rights and privileges of the Series A Preferred; (d) any issuance or authorization of an additional class or series of capital stock of the Company that does not rank junior to the Series A Preferred with respect certain rights and privileges; (e) any reclassification of an existing security of the Company that renders such security senior to the Series A Preferred with respect to certain rights and privileges; and (f) any increase or decrease in the authorized number of members of the Board.          
Purchased shares of Series A preferred stock   10,000,000              
Gross proceeds (in Dollars)   $ 3,750              
Minimum [Member]                  
Redeemable Preferred Stock and Stockholders’ Deficit (Details) [Line Items]                  
Common stock, shares authorized         75,000,000   50,000,000    
Maximum [Member]