GI DYNAMICS, INC., 10-K/A filed on 6/11/2021
Amended Annual Report
v3.21.1
Document And Entity Information - USD ($)
12 Months Ended
Dec. 31, 2020
Mar. 05, 2021
Jun. 30, 2020
Document Information Line Items      
Entity Registrant Name GI DYNAMICS, INC.    
Document Type 10-K/A    
Current Fiscal Year End Date --12-31    
Entity Common Stock, Shares Outstanding   88,095,659  
Entity Public Float     $ 3,767,612
Amendment Flag true    
Amendment Description GI Dynamics, Inc. (the “Company”) is filing this Amendment No. 1 to Annual Report on Form 10-K/A (the “Amendment”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 12, 2021 (the “Original Form 10-K”). The purpose of this Amendment is to amend Part III, Items 10 through 14 of the Original Form 10-K to include information previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K. Accordingly, Part III of the Original Form 10-K is hereby amended and restated as set forth below and the reference on the cover page of the Original Form 10-K to the incorporation by reference of the Company’s definitive proxy statement into Part III of the Original Form 10-K is hereby deleted. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment. No attempt has been made in this Amendment to modify or update the other disclosures presented in the Original Form 10-K. This Amendment does not reflect events occurring after the filing of the original report (i.e., those events occurring after March 12, 2021) or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s other filings with the SEC.    
Entity Central Index Key 0001245791    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Filer Category Non-accelerated Filer    
Entity Well-known Seasoned Issuer No    
Document Period End Date Dec. 31, 2020    
Document Fiscal Year Focus 2020    
Document Fiscal Period Focus FY    
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    
v3.21.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Current assets:    
Cash and cash equivalents $ 1,159 $ 2,499
Restricted cash 30 30
Prepaid expenses and other current assets 3,029 1,230
Total current assets 4,218 3,759
Property and equipment, net 14 42
Right-of-use operating lease, net of amortization 244 386
Total assets 4,476 4,187
Current liabilities:    
Accounts payable 430 636
Accrued expenses 583 1,353
Short term debt 263  
Short term debt to related party, net of discount   5,000
Derivative liabilities   10
Operating lease liability 172 169
Total current liabilities 1,448 7,168
Long term debt to related party, net of discount 3,496  
Operating lease liability, non-current 67 217
Total liabilities 5,011 7,385
Commitments (Note 10)
Stockholders’ deficit:    
Preferred stock, $0.01 par value – 118,000,000 and 0 shares authorized at December 31, 2020 and 2019, respectively; 60,085,583 and 0 shares issued and outstanding at December 31, 2020 and 2019, respectively 601  
Common stock, $0.01 par value – 280,000,000 and 75,000,000 shares authorized at December 31, 2020 and 2019, respectively; 88,095,659 and 36,598,291 shares issued and outstanding at December 31, 2020 and 2019, respectively 881 366
Additional paid-in capital 293,611 280,928
Accumulated deficit (295,628) (284,492)
Total stockholders’ deficit (535) (3,198)
Total liabilities and stockholders’ deficit $ 4,476 $ 4,187
v3.21.1
Consolidated Balance Sheets (Parentheticals) - $ / shares
Dec. 31, 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 88,095,659 36,598,291
Common stock, shares outstanding 88,095,659 36,598,291
v3.21.1
Consolidated Statements of Operations - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Operating expenses:    
Research and development $ 3,484 $ 4,225
Sales and marketing   22
General and administrative 5,621 5,295
Total operating expenses 9,105 9,542
Loss from operations (9,105) (9,542)
Other income (expense):    
Interest income   3
Interest expense (1,547) (6,178)
Foreign exchange gain (loss) (18) 11
Loss on extinguishment of debt (678)  
Re-measurement of derivative liabilities   (1,683)
Gain on write-off of accounts payable   101
Other income 236  
Other expense, net (2,007) (7,746)
Loss before income tax expense (11,112) (17,288)
Income tax expense 24 45
Net loss $ (11,136) $ (17,333)
Basic and diluted net loss per common share (in Dollars per share) $ (0.19) $ (0.67)
Weighted-average number of common shares used in basic and diluted net loss per common share (in Shares) 58,858,758 25,886,615
v3.21.1
Consolidated Statements of Stockholders’ Deficit Equity - USD ($)
$ in Thousands
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Preferred Stock
Total
Balance at Dec. 31, 2018 $ 193 $ 263,521 $ (267,159)   $ (3,445)
Balance (in Shares) at Dec. 31, 2018 19,277,545        
Reclassification of derivative liabilities to additional paid-in capital upon stockholder approval   5,785     5,785
Issuance of common stock upon conversion of notes payable to related party $ 91 5,913     6,004
Issuance of common stock upon conversion of notes payable to related party (in Shares) 9,072,197        
Issuance of common stock upon exercise of related party warrants $ 82 5,321     5,403
Issuance of common stock upon exercise of related party warrants (in Shares) 8,248,549        
Stock-based compensation expense   388     388
Net loss     (17,333)   (17,333)
Balance at Dec. 31, 2019 $ 366 280,928 (284,492)   (3,198)
Balance (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 on conversion from CDIs to shares of common stock (in Shares) (100)        
Conversion of June 2020 and August 2020 Convertible   1,397   $ 178 1,575
Conversion of June 2020 and August 2020 Convertible (in Shares)       17,774,853  
Sale of Series A Preferred Stock, net of issuance costs of $286   3,041   $ 423 3,464
Sale of Series A Preferred Stock, net of issuance costs of $286 (in Shares)       42,310,730  
Stock-based compensation expense   605     605
Net loss     (11,136)   (11,136)
Balance at Dec. 31, 2020 $ 881 $ 293,611 $ (295,628) $ 601 $ (535)
Balance (in Shares) at Dec. 31, 2020 88,095,659     60,085,583  
v3.21.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Operating activities:    
Net loss $ (11,136) $ (17,333)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 28 32
Stock-based compensation expense 605 388
Non-cash interest expense 1,542 6,173
Reclassification of warrant from derivative liabilities to other income (10)  
Re-measurement of derivative liabilities   1,683
Loss on extinguishment of debt 678  
Changes in operating assets and liabilities:    
Prepaid expenses and other current assets (1,741) (700)
Accounts payable (206) (414)
Accrued expenses (606) (441)
Net cash used in operating activities (10,846) (10,612)
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   5,403
Proceeds from Paycheck Protection Program loan 195  
Proceeds from short term and long term debt, related party 5,847 4,000
Proceeds from sale of preferred stock 3,750  
Issuance costs related to sale of preferred stock (286)  
Net cash provided by financing activities 9,506 9,316
Net decrease in cash and cash equivalents (1,340) (1,307)
Cash and cash equivalents and restricted cash at beginning of year 2,529 3,836
Cash and cash equivalents and restricted cash at end of year 1,189 2,529
Supplemental cash flow disclosures    
Income taxes paid 15 45
Interest paid 5 394
Conversion of notes payable to related party into common stock 5,390 6,004
Fair value of warrants issued with notes to related party 2,330 4,061
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  
Conversion of notes and accrued interest payable to related party to preferred stock $ 1,260  
Right-of-use asset obtained in exchange for lease liability   463
Reclassification of warrant from derivative liabilities to additional paid-in capital   $ 5,785
v3.21.1
Nature of Business
12 Months Ended
Dec. 31, 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.


COVID-19 Pandemic and Impacts to Business Operations


In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. In January 2020, this coronavirus spread to other parts of the world, including the United States and Europe, and efforts to contain the spread of this coronavirus intensified. In March 2020, the World Health Organization declared the Coronavirus (“SARS-CoV-2”) outbreak a “pandemic.” The Company operations experienced significant restrictions and delays in 2020, including the following operational impacts:


The pause of enrollment of the Step-1 trial due to categorization of the EndoBarrier implantation procedure as an elective procedure. In the face of the epidemic and as a measure to reduce the spread of SARS-CoV-2, many states and/or clinics ceased all elective procedures. All of the Step-1 clinical sites ceased enrollment for a period in 2020 and as of March 11, 2021, all sites were able to enroll, pending procedural backlog clearance in individual clinics.
   

The private and public regulatory agencies required to approve the initiation of clinical trials, review and audit quality systems, and review applications for regulatory approvals all had to adapt to COVID-19 restricted work protocols that may have impacted productivity, priorities and schedules. As such, many regulatory applications the Company submitted were delayed in submission and follow-up response from the agencies were dramatically delayed. In one instance, the Company was able to incur substantial cost in enabling a timely in-person audit under COVID-19 safety precautions. In other instances, the Company cannot accelerate the timing of agency responses.
   

The economic impact of the pandemic and resulting restrictions may have affected investor perception of available funds for investment and risk tolerance.
   

Business travel was largely restricted or eliminated in 2020, potentially limiting the effectiveness of fundraising and other important business meetings.

As of March 2021, various vaccines are being administered at differential rates in global communities and while the spread of SARS-CoV-2 is being impacted positively, a state of global economic and public health safety uncertainty remains as SARS-CoV-2 variants have emerged. Currently, the existing vaccines provide protection against the known variants, but the emergence of a variant for which the current vaccines are not effective may occur. If such a variant does emerge, the same effects experienced in 2020 may be repeated as restrictions are again required to minimize the impact of the re-emergent pandemic.


Going Concern Evaluation


As of December 31, 2020, the Company’s primary source of liquidity is its cash and restricted cash balances. GI Dynamics is currently focused on obtaining an EndoBarrier CE mark and enrolling the Company’s clinical trials, which will support future regulatory submissions and potential commercialization activities. Until the Company is successful in gaining regulatory approvals, it is unable to sell the Company’s product in any market. 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. 


The Company has incurred operating losses since inception and at December 31, 2020 had an accumulated deficit of approximately $296 million. The Company expects to incur significant operating losses for the next several years. At December 31, 2020, the Company had approximately $1.2 million in cash and restricted cash.


The Company will need to arrange additional financing before August 1, 2021 in order to continue to pursue its current business objectives as planned and to continue to fund its operations. The Company is looking to raise additional funds through any combination of additional equity and debt financings or from other sources, however, the Company has no guaranteed source of capital that will sustain operations past August 1, 2021. There can be no assurance that any such 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 existing stockholders and the Board of Directors, it could be forced to cease operations, including activities essential to support regulatory applications to commercialize EndoBarrier. If access to capital is not achieved in the near term, it will materially harm the Company’s business, financial condition and results of operations to the extent that the Company may be required to cease operations altogether, file for bankruptcy, or undertake any 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.


In addition, if the Company does not meet its payment obligations to third parties as they become due, the Company may be subject to litigation claims and its credit worthiness would be adversely affected. Even if the Company is successful in defending these claims, litigation could result in substantial costs and would be a distraction to management and may have other unfavorable results that could further adversely impact the Company’s financial condition.


As a result of the factors described above, the Company’s Consolidated Financial Statements include a going-concern disclosure. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for further information regarding the Company’s funding requirements.


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 Consolidated Financial Statements for the year ended December 31, 2020 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 within one year after the date that these Consolidated Financial Statements are issued.


v3.21.1
Summary of Significant Accounting Policies and Basis of Presentation
12 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies and Basis of Presentation

2. Summary of Significant Accounting Policies and Basis of Presentation


Principles of Consolidation


The accompanying Consolidated Financial Statements include the accounts of GI Dynamics, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances are eliminated in consolidation.


The functional currency of GID Europe Holding B.V., GID Europe B.V., GID Germany GmbH and GI Dynamics Australia Pty Ltd, each wholly-owned subsidiaries of the Company, is the U.S. dollar. Consolidated balance sheet accounts of the Company’s subsidiaries are remeasured into U.S. dollars using the exchange rate in effect at the consolidated balance sheet date while expenses are remeasured using the average exchange rate in effect during the period. Gains and losses arising from remeasurement of the wholly owned subsidiaries’ financial statements are included in the determination of net loss.


Segment Reporting


The Company has one reportable segment which designs, develops, manufactures and markets medical devices for non-surgical approaches to treating type 2 diabetes.


GI Dynamics does not report geographic segments as there were no product sales in 2020 or 2019 and at December 31, 2020 and 2019, all long-lived assets comprised of property and equipment were held in the U.S.


Use of Estimates


The preparation of Consolidated Financial Statements in accordance with generally accepted accounting principles in the U.S. requires the Company’s management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to the impairment of long-lived assets, income taxes including the valuation allowance for deferred tax assets, research and development, contingencies, valuation of warrant and other derivative liabilities, estimates used to assess its ability to continue as a going concern and stock-based compensation. GI Dynamics bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known.


Cash and Cash Equivalents and Restricted Cash


At December 31, 2020 and 2019, GI Dynamics had approximately $0.03 million and $0.01 million, respectively, of cash and cash equivalents denominated in Australian dollars that is subject to foreign currency gain and loss.  


GI Dynamics has $30 thousand in restricted cash used to secure a corporate credit card account.


Property and Equipment


Property and equipment, are recorded at cost and are depreciated when placed in service using the straight-line method based on their estimated useful lives as follows:


Asset Description  

Estimated Useful Life

(In Years)

Laboratory and manufacturing equipment   5
Computer equipment and software   3
Office furniture and equipment   5

Maintenance and repair costs for fixed assets are expensed as incurred.


Derivative Liabilities


GI Dynamics examines all financial instruments to determine if the financial instrument or any component feature is a derivative under Financial Accounting Standards Board, (“FASB”) Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”) and therefore requires liability classification. Certain warrants to purchase common stock did not meet the requirements for equity classification and were considered derivative instruments due to their cash settlement features. The derivative warrants were initially recorded at fair value with subsequent changes in fair value recorded in other income (expense) in the statements of operations. The Company estimates fair value using the Black-Scholes option pricing model. See Note 5 for inputs and assumptions used in the determination of the fair value. If the derivative instruments subsequently meet the requirements for classification as equity, the Company reclassifies the then fair value of the instrument to equity. If multiple outcomes are probable, management assigns probability adjustments to determine the most likely probability adjusted fair value.


Research and Development Costs


Research and development costs are expensed when incurred. Research and development costs include costs of all basic research activities as well as other research, engineering, and technical effort required to develop a new product or service or make significant improvement to an existing product or manufacturing process. Research and development costs also include preapproval regulatory and clinical trial expenses.


Patent Costs


GI Dynamics expenses as incurred all costs, including legal expenses, associated with obtaining patents until the patented technology becomes feasible. All costs incurred after the patented technology is feasible will be capitalized as an intangible asset. As of December 31, 2020, no such costs had been capitalized since inception of the Company. GI Dynamics has expensed approximately $200 thousand of patent costs within general and administrative expenses in the consolidated statements of operations in each of the years ended December 31, 2020 and 2019.


Stock-Based Compensation


GI Dynamics accounts for stock-based compensation in accordance with ASC 718, Stock Compensation (“ASC 718”), which requires that stock-based compensation be measured at the grant date fair value and recognized as an expense in the financial statements. .


For awards that vest based on service conditions, GI Dynamics uses the straight-line method to allocate compensation expense to reporting periods. The grant date fair value of options granted is calculated using the Black-Scholes option pricing model, which requires the use of subjective assumptions including volatility, expected term and the fair value of the underlying common stock, among others.


The assumptions used in determining the fair value of stock-based awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change, and management uses different assumptions, the Company’s stock-based compensation could be materially different in the future. The risk-free interest rate used for each grant is based on a zero-coupon U.S. Treasury instrument with a remaining term similar to the expected term of the stock-based award. Because GI Dynamics does not have a sufficient stable history to estimate the expected term, it uses the simplified method for estimating the expected term. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. Prior to delisting from the ASX in July 2020, the Company estimated the expected stock volatility at the grant date based on the appropriate historical ASX price volatility.


GI Dynamics has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero.


GI Dynamics recognizes the impact of share-based award forfeitures only as they occur rather than by applying an estimated forfeiture rate.


GI Dynamics periodically issues performance-based awards. For these awards, vesting will occur upon the achievement of certain milestones. When achievement of the milestone is deemed probable, the Company records as compensation expense, the value of the respective stock award over the implicit remaining service period.


Stock awards to non-employees are also accounted for in accordance with ASC 718.. The Company elects to use the contractual term of each award as the expected term for NESBP awards.


Impairment of Long-Lived Assets


GI Dynamics regularly reviews the carrying amount of its long-lived assets to determine whether indicators of impairment may exist that merit adjustments to carrying values or estimated useful lives. If indications of impairment exist, projected future undiscounted cash flows associated with the asset are compared to the carrying amount to determine whether the asset’s value is recoverable. If the carrying value of the asset exceeds such projected undiscounted cash flows, the asset will be written down to its estimated fair value. No such impairments were recorded in 2020 or 2019.


Income Taxes


GI Dynamics uses the asset and liability method of accounting for income taxes. The Company records deferred tax assets and liabilities for the expected future tax consequences of temporary differences between its financial reporting and the tax bases of assets and liabilities measured using the enacted tax rates in effect in the years in which the differences are expected to reverse. The Company regularly assesses the need for a valuation allowance against its deferred tax assets. Future realization of the Company’s deferred tax assets ultimately depends on the existence of sufficient taxable income within the available carryback or carryforward periods. Sources of taxable income include taxable income in prior carryback years, future reversals of existing taxable temporary differences, tax planning strategies, and future taxable income. The Company records a valuation allowance to reduce its deferred tax assets to an amount it believes is more-likely-than-not to be realized. Deferred tax assets are reduced by a valuation allowance to reflect the uncertainty associated with their ultimate realization.


The Company assesses its income tax positions and records tax benefits based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit is recognized in the financial statements. The Company classifies interest and penalties on uncertain tax positions as income tax expense.


Concentrations of Credit Risk


Financial instruments that subject GI Dynamics to credit risk primarily consist of cash and restricted cash. Cash balances are all maintained with high quality financial institutions, and consequently, the Company believes that such funds are subject to minimal credit risk.


Guarantees


GI Dynamics has identified the guarantees described below as disclosable, in accordance with ASC 460, Guarantees.


As permitted under Delaware law, GI Dynamics indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make is unlimited; however, the Company maintains directors’ and officers’ insurance coverage that should limit its exposure and enable it to recover a portion of any future amounts paid.


GI Dynamics is a party to a number of agreements entered into in the ordinary course of business that contain typical provisions that obligate it to indemnify the other parties to such agreements upon the occurrence of certain events. Such indemnification obligations are usually in effect from the date of execution of the applicable agreement for a period equal to the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain.


As of December 31, 2020, and 2019, GI Dynamics had not experienced any material losses related to these indemnification obligations, and no material claims with respect thereto were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible. As a result, no related reserves have been established.


Leases


The Company applies ASC 842, Leases, which requires that most operating leases be recorded on the balance sheet unless the practical expedient is elected for short-term operating leases. The Company elected to apply the practical expedient as it relates to short-term leases. For other leases subject to this guidance, the Company will record a lease liability, which is the Company’s obligation to make lease payments arising from its leases, measured on a discounted basis, and a right-of-use asset, which is an asset representing the Company’s right to use the underlying asset for the lease term.


Recently Adopted Accounting Pronouncements


In August 2018, the FASB issued 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. Requirements removed include the requirement 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. Requirements added include 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, however the Company declined early adoption and adopted this ASU effective January 1, 2020. The adoption had no impact to its consolidated financial statements.


Recently Issued Accounting Pronouncements


In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes, or ASU 2019-12, which changes the treatment for a number of specific situations, with the most relevant topic being the tax effects of items not included in continuing operations when reporting a loss from continuing operations for the period. The guidance is effective for public business entities for fiscal years beginning after December 15, 2020, and for interim periods within those fiscal years. The Company has elected not to adopt ASU 2019-12 early and is evaluating the potential impact of adoption to its consolidated financial statements.


In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, or ASU 2020-06, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. The changes include the accounting for beneficial conversion features and will result in less debt discount interest expense amortization. There are also reduced requirements for equity classification of contracts in an entity’s own equity. Additionally, expanded disclosures will be required for convertible debt instruments. These changes may have impact on earnings per share calculations. A full or modified retrospective approach can be adopted and ASU 2020-06 must be adopted by smaller reporting companies for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company has elected not to adopt ASU 2020-06 early and is evaluating the potential impact of adoption to its consolidated financial statements.


v3.21.1
Net Loss per Common Share
12 Months Ended
Dec. 31, 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 common shares 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 share-based awards are excluded as inclusion would have an anti-dilutive effect in periods in which a net loss is reported. Likewise, for diluted net loss per share purposes, warrants conferring the right to purchase common shares and because CDIs and common shares are interchangeable at the election of the stockholder, warrants conferring the right to purchase CDIs are excluded from diluted net loss per share calculations as inclusion would have an anti-dilutive effect in periods in which a net loss is reported. Shares of preferred stock that are convertible into shares of common stock are excluded from diluted net loss per share calculations as inclusion would also have an anti-dilutive effect. During each of the years ended December 31, 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 was the same in all years presented.


The following potentially dilutive securities have been excluded from the computation of diluted weighted- average shares outstanding as of December 31, 2020 and 2019, as they would be anti-dilutive:


   Years Ended December 31, 
   2020   2019 
Warrants to purchase common stock   28,532    28,532 
Options to purchase common stock and other stock-based awards   463,104    3,331,154 
Total   491,636    3,359,686 

v3.21.1
Warrants to Purchase Common Stock or CDIs
12 Months Ended
Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Warrants to Purchase Common Stock or CDIs

4. Warrants to Purchase Common Stock or CDIs


There was one warrant outstanding and exercisable at December 31, 2020 and 2019. 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 December 31, 2020, the Consultant Warrants had not been exercised.


The following table rolls forward the warrant activity during the year ended December 31, 2020:


   Shares underlying warrants   Exercise price per share 
Outstanding and Exercisable at December 31, 2019   28,532   $0.64 
Issuance of August 2019 Warrant   4,596,893    1.00 
Cancellation of August 2019 Warrant   (4,596,893)   1.00 
Outstanding and Exercisable at December 31, 2020   28,532   $0.64 

On August 21, 2019, GI Dynamics and Crystal Amber entered into a securities purchase agreement (“SPA”) 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 as detailed above and the 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. On December 16, 2019, stockholder approval for the warrant to be issued was obtained and it was issued on January 13, 2020. The August 2019 Warrant was issued on January 13, 2020 and estimated fair value was determined to allocate relative fair values of the August 2019 Note and the August 2019 Warrant. The assumptions used to estimate the fair value of $2.3 million included an expected volatility of approximately 141%, an expected term of 5 years, a risk-free interest rate of 1.65%, and no dividend yield.


On September 4, 2020, the Company and Crystal Amber executed financing documents (the “September 2020 Financing”) that included the sale of up to $10 million of shares of Series A Preferred Stock, the cancellation of the August 2019 Warrants, and the restructuring of the August 2019 Note (described more fully in Notes 8 and 11 of the consolidated financial statements).


v3.21.1
Fair Value Measurements
12 Months Ended
Dec. 31, 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 December 31, 2020 and 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 derivative liability 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 an immaterial credit to Other Income.


On June 18, 2020 and on August 4, 2020, convertible notes were issued to Crystal Amber, the terms of which included 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 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 applied the same methodology with 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 as part of the September 2020 financing.


Cash, restricted cash, prepaid expenses and other current assets, accounts payable, accrued expenses, short-term debt 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.


At December 31, 2020, there are no assets or liabilities that require remeasurement of fair value on a recurring basis.


v3.21.1
Prepaid Expenses and Other Current Assets
12 Months Ended
Dec. 31, 2020
Prepaid Expenses And Other Current Assets [Abstract]  
Prepaid Expenses and Other Current Assets

6. Prepaid Expenses and Other Current Assets


Prepaid expenses consisted of the following (in thousands):


   December 31, 
   2020   2019 
Prepaid insurance  $1,426   $293 
Escrowed severance reserves   544    - 
Prepaid clinical trial expenses   489    488 
Prepaid corporate identity project   165    134 
Other   405    315 
Total  $3,029   $1,230 

v3.21.1
Property and Equipment
12 Months Ended
Dec. 31, 2020
Property, Plant and Equipment [Abstract]  
Property and Equipment

7. Property and Equipment


Property and equipment consisted of the following (in thousands):


   December 31, 
   2020   2019 
Laboratory and manufacturing equipment  $591   $591 
Computer equipment and software   1,193    1,193 
Office furniture and equipment   183    183 
    1,967    1,967 
Less accumulated depreciation and amortization   (1,953)   (1,925)
Total  $14   $42 

At December 31, 2020 and 2019, the Company had no property and equipment assets financed in any capital lease arrangement.


v3.21.1
Accrued Expenses
12 Months Ended
Dec. 31, 2020
Payables and Accruals [Abstract]  
Accrued Expenses

8. Accrued Expenses


Accrued expenses consisted of the following (in thousands):


   December 31, 
   2020   2019 
Payroll and related liabilities  $203   $531 
Professional fees   177    335 
Credit refunds   -    164 
Interest payable   80    250 
Other   123    73 
Total  $583   $1,353 

In 2017, following the notification by the United Kingdom’s Medicines and Healthcare products Regulatory Agency, 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, accumulated returns had reduced the reserve total to approximately $164 thousand. Given the Company’s expectation that there will not be additional valid claims now that all product has fully expired, the reserves were reversed to income in 2020.


v3.21.1
Notes Payable
12 Months Ended
Dec. 31, 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 thousand 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. 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.


The original debt discount associated with the 2017 Note had been fully amortized prior to December 31, 2018. The Company recorded a debt discount related to the initial maturity extension to March 31, 2019 and amortized over that period. Subsequent maturity date extensions were evaluated under ASC 470 to determine whether debt extinguishment or debt modification accounting applied and the Company concluded that the maturity extensions did not meet the characteristics of debt extinguishments under ASC 470 and no accounting recognition was required. For the years ended December 31, 2020 and 2019, the Company recognized interest expense related to the 2017 Note of $206 and $248 thousand and amortization of debt issuance costs of $0 and $43 thousand, respectively.


2018 Convertible Note and Warrant Financing


On May 30, 2018, the Company entered into a Note Purchase Agreement (“2018 NPA”) by and between the Company and Crystal Amber, a Related Party. Pursuant to the 2018 NPA, the Company issued and sold to Crystal Amber a Senior Unsecured Convertible Promissory Note in an aggregate original principal amount of approximately $1.8 million (the “2018 Note”) with a maturity date of May 30, 2023. Interest accrued at an annually compounded rate of 10% per annum.


Due to a subsequent equity financing in September 2018, the conversion price adjusted to $0.0144 per CDI. During 2019, Crystal Amber submitted notice to convert the 2018 Note consisting of approximately $1.8 million in principal and $192 thousand of accrued interest into 134,852,549 CDIs (representing 2,697,050 shares of common stock).


In connection with the 2018 NPA, GI Dynamics issued to Crystal Amber a warrant (the “2018 Warrant”) to purchase 97,222,200 CDIs (representing 1,944,444 shares of common stock) at an initial exercise price of $0.018 per CDI. As per the 2018 Note conversion price, the warrant exercise price was subsequently adjusted to $0.0144 per CDI. The 2018 Warrant was exercised in full on August 25, 2019 for $1.4 million.


The Company evaluated the guidance 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 to determine the appropriate classification of the 2018 Note and 2018 Warrant. On issuance, having already obtained the required stockholder approval to reserve the CDIs underlying the conversion feature and the warrant, the 2018 Warrant was determined to be a freestanding instrument meeting the requirements for equity classification. Accordingly, the fair value estimated for the 2018 Warrant, totaling approximately $743 thousand, was recorded as a discount to the debt with the offset to additional paid-in capital. The 2018 Note was also evaluated for a BCF subsequent to the allocation of proceeds among the 2018 Note and 2018 Warrant. Based upon the effective conversion price of the 2018 Note after considering the stock price at the date of issuance and the allocation of estimated fair value to the 2018 Warrant, it was determined that the 2018 Note contained a BCF. The value of the BCF was computed to be approximately $1.2 million but was capped at approximately $1 million so as to not exceed the total proceeds from the 2018 Note after deducting the value allocated to the 2018 Note and 2018 Warrant. The effective interest rate on the note after the discounts was 26.4%.


The Company recorded the 2018 Note at issuance, net of the total debt discount of $1.8 million and amortized the debt discount over the life of the 2018 Note. For the year ended December 31, 2019, the Company recorded accrued interest expense of $91 thousand and debt discount amortization to interest expense of $146 thousand prior to conversion.


March 2019 Convertible Note and Warrant Financing


On March 15, 2019, the Company entered into a Note Purchase Agreement (“March 2019 NPA”) by and between the Company and Crystal Amber. Pursuant to the March 2019 NPA, the Company issued and sold to Crystal Amber a Senior Unsecured Convertible Promissory Note in an aggregate original principal amount of $1 million (the “March 2019 Note”) with a maturity date of March 15, 2024. Interest accrued at an annually compounded rate of 10% per annum and issuance costs related to the March 2019 NPA were $50 thousand.


After the Company obtained stockholder approval to enable Crystal Amber’s conversion right under the March 2019 Note on June 30, 2019, the entire outstanding principal balance under the March 2019 Note and all unpaid accrued interest thereon was convertible into CDIs, at the option of Crystal Amber at a conversion price of $0.0127 per CDI. On June 30, 2019, Crystal Amber elected to convert the March 2019 Note consisting of $1 million of principal and accrued interest of $30 thousand into 81,070,003 CDIs (representing 1,621,400 shares of common stock).


Per the March 2019 NPA, the Company agreed to issue a warrant (the “March 2019 Warrant”) to Crystal Amber, pending stockholder approval, to purchase 78,984,823 CDIs (representing 1,579,696 shares of common stock) at an initial exercise price of $0.0127 per CDI. The issue of the March 2019 Warrant required the approval of stockholders and was not exercisable until its issue was approved on June 30, 2019. On August 25, 2019, a portion of the March 2019 Warrant totaling 47,244,119 CDIs (equivalent to approximately 944,882 shares of common stock) was exercised for $600 thousand. The remaining portion of the March 2019 Warrant, totaling 31,740,704 CDIs (equivalent to 634,814 shares of common stock) was exercised for approximately $400 thousand on September 30, 2019.


The Company evaluated the guidance 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 to determine the appropriate classification of the March 2019 Note and March 2019 Warrant. On the date of the issuance of the March 2019 Note, the March 2019 Warrant was determined to be a freestanding instrument meeting the requirements for liability classification due to a cash settlement recourse available on the condition of not obtaining stockholder approval. Accordingly, the fair value estimated for the March 2019 Warrant, totaling approximately $850 thousand, was recorded as a discount to the March 2019 Note with the offset to derivative liabilities. The Company then evaluated the March 2019 Note for a BCF. Based upon the effective conversion price of the March 2019 Note after considering the stock price at the commitment date and the allocation of estimated fair value to the March 2019 Warrant, it was determined that the March 2019 Note contained a contingent BCF. The value of the BCF was computed to be approximately $623 thousand but was capped at approximately $129 thousand so as to not exceed the total proceeds from the March 2019 Note after deducting the value allocated to the March 2019 Warrant.


In addition, upon a change of control of the Company (other than a change of control resulting from a Qualified Financing) in which the Company’s stockholders receive cash consideration, the Company was obligated under the March 2019 Note to pay all accrued and unpaid interest then due plus 110% of the remaining outstanding unconverted principal balance. The Company considered the change in control premium as a cash settleable feature, thereby requiring derivative liability classification. On applying a probability adjusted present value of the premium, the fair value was considered immaterial upon issuance and at all subsequent reporting period ends until converted.


Upon approval of the conversion features of the March 2019 Note and issuance of the March 2019 Warrants on June 30, 2019, the Company remeasured the warrant liability and recorded a $576 thousand remeasurement loss to the consolidated statement of operations and then reclassified $1.4 million of fair value of March 2019 Warrant from derivative liability to equity as the warrant became immediately exercisable. The total debt discount on the March 2019 Note upon stockholder approval of its conversion feature was $1 million. The effective interest rate on the Note after the discounts was 29.4%. Upon conversion of the 2019 March Note on June 30, 2019, the Company recorded the contingent beneficial conversion feature of $129 thousand as non-cash interest expense and additional paid-in capital.


For the year ended December 31, 2019, the Company accrued interest expense of $30 thousand and recorded debt discount amortization to interest expense of $1 million.


May 2019 Convertible Note and Warrant Financing


On May 8, 2019, the Company entered into a Note Purchase Agreement (“May 2019 NPA”) by and between the Company and Crystal Amber. Pursuant to the May 2019 NPA, the Company issued and sold to Crystal Amber a Senior Unsecured Convertible Promissory Note in an aggregate original principal amount of $3.0 million (the “May 2019 Note”) with a maturity date of May 8, 2024. Interest accrued at an annually compounded rate of 10% per annum and issuance costs related to the May 2019 NPA were $34 thousand.


After the Company obtained stockholder approval to enable Crystal Amber’s, a Related Party, conversion rights under the May 2019 Note on June 30, 2019, the entire outstanding principal balance under the May 2019 Note and all unpaid accrued interest thereon was convertible into CDIs, at the option of Crystal Amber at a conversion price of $0.0127 per CDI. On June 30, 2019, Crystal Amber elected to convert the May 2019 Note consisting of approximately $3.0 million of principal and accrued interest of $19 thousand into 237,687,411 CDIs (representing 4,753,748 shares of common stock).


Per the May 2019 NPA, the Company agreed to issue a warrant (the “May 2019 Warrant”) to Crystal Amber, pending stockholder approval, to purchase 236,220,472 CDIs (representing 4,724,409 shares of common stock) at an initial exercise price of $0.0127 per CDI. The issue of the May 2019 Warrant required the approval of stockholders and was not exercisable until its issue was approved on June 30, 2019. A portion of the May 2019 Warrant totaling 125,739,610 CDIs (equivalent to 2,514,792 shares of common stock) was exercised by Crystal Amber for approximately $1.6 million on September 30, 2019. Another portion of the May 2019 Warrant totaling 78,740,157 CDIs (equivalent to 1,574,803 shares of common stock) was exercised by Crystal Amber for approximately $1 million on October 31, 2019.


The Company evaluated the guidance 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 to determine the appropriate classification of the May 2019 Note and May 2019 Warrant. On the date of the issuance of the May 2019 Note, the May 2019 Warrant was determined to be a freestanding instrument meeting the requirements for liability classification due to a cash settlement recourse available on the condition of not obtaining stockholder approval. Accordingly, the fair value estimated for the May 2019 Warrant, totaling approximately $3.2 million, was recorded to derivative liabilities with offsets of $3 million to a discount on the May 2019 Note and $200 thousand to derivative loss on the consolidated statements of operations. The Company then evaluated the May 2019 Note for a BCF. Based upon the effective conversion price of the May 2019 Note after considering the stock price at commitment date and the allocation of estimated fair value to the May 2019 Warrant, it was determined that the May 2019 Note contained a BCF. The value of the BCF was computed to be approximately $2 million but was not recorded as doing so would exceed the total proceeds from the May 2019 Note after recording the fair value of the May 2019 Warrant.


In addition, upon a change of control of the Company (other than a change of control resulting from a Qualified Financing) in which the Company’s stockholders receive cash consideration, the Company was obligated under the May 2019 Note to pay all accrued and unpaid interest then due plus 110% of the remaining outstanding unconverted principal balance. The Company considered the change in control premium as a cash settleable feature, thereby requiring derivative liability classification. On applying a probability adjusted present value of the premium, the fair value was considered immaterial upon issuance and at all subsequent reporting period ends.


Upon approval of the conversion features of the May 2019 Note and issuance of the May 2019 Warrant on June 30, 2019, the Company revalued the warrant liability and recorded a $1.1 million remeasurement loss to the consolidated statements of operations and then reclassified approximately $4.3 million of fair value of May 2019 Warrant from derivative liabilities to equity as the May 2019 Warrant became immediately exercisable. The total debt discount on the May 2019 Note upon stockholder approval was $3 million. The effective interest rate on the May 2019 Note after the discounts is 29.4%.


For the year ended December 31, 2019, the Company accrued interest expense of $19 thousand and recorded debt discount amortization to interest expense of $3 million.


August 2019 Securities Purchase Agreement (“SPA”)


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 Notes 4 and 9 of 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 Company executed a series of financing-related agreements (“the September 2020 Financing”) which included the cancellation of the August 2019 Warrant, the restructuring of the August 2019 Note into the September 2020 Note (see below for a detailed description of the September 2020 Note and the accounting classification of the August 2019 Note restructuring into the September 2020 Note), the conversion of the June and August 2020 Convertible Notes into shares of Series A Preferred Stock (see below for a detailed description of the June and August 2020 Notes and Note 10 for a description of the Series A Preferred Stock), and the sale of $8.75 million of Series A Preferred Stock to Crystal Amber under the Series A Preferred Stock Purchase Agreement (the “Series A SPA”, see Note 11 of the Consolidated Financial Statements for a description of the Series A SPA terms). The Initial Close of the September 2020 Financing occurred on September 4, 2020, and included all components of the September 2020 Financing, except that $5 million of the total Series A Preferred Stock sale was originally deferred to October 31, 2020 (the “Second Close” of the September 2020 Financing, see Note 11 of the Consolidated Financial Statements for a description of the Series A SPA terms).


For the year ended December 31, 2020, the Company recognized interest expense of approximately $300 thousand and amortization of debt issuance costs of $395 thousand related to the August 2019 Note, and interest expense of approximately $80 thousand and amortization of debt issuance costs of $305 thousand related to the September 2020 Note.


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.  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 and while legislation passed in late December 2020 caused a hold on forgiveness applications at most lending institutions, the Company anticipates applying for loan forgiveness after resumption of lender acceptance of forgiveness applications.


June 2020 Convertible Note and August 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”).


On August 4, 2020, the Company entered into Note Purchase Agreement (“August 2020 NPA”) by and between the Company and Crystal Amber that was identical to the June 2020 Note in all terms except the principal amount. 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 June and August 2020 Notes accrued interest at an annually compounded rate of 5% per annum, other than during the continuance of an event of default, when the June and August 2020 Notes 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 and February 4, 2021, respectively. The entire outstanding principal balance and all unpaid accrued interest under the June and August 2020 Notes 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 and August 2020 Notes and their settlement features under ASC 480-10 Distinguishing Liabilities from Equity. Having determined that the predominant settlement feature for both notes was the mandatory conversion into shares of Series A Preferred Stock at the close of the September 2020 Financing, the June and August 2020 Notes and settlement features were recorded at fair value as a liability. The Company initially recorded the fair value of the June and August 2020 Notes 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.


While the June 2020 and August 2020 Notes were still outstanding, 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 and August 2020 Notes 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, as part of the September 2020 Financing, the June 2020 Note and August 2020 Note with an aggregate principal of $1.25 million and $10 thousand of accrued interest were converted into approximately 17.7 million shares of Series A Preferred Stock.


For the year ended December 31, 2020, the Company accrued interest expense of $10 thousand and $315 thousand for amortization of the debt discount related to the conversion premium.


September 2020 Note and the Debt Restructuring Transaction


On September 4, 2020, as part of the September 2020 Financing, 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 September 2020 Financing with gross proceeds of not less than $10 million in the aggregate, pursuant to the terms and subject to the conditions of the September 2020 Preferred Stock 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 year ended December 31, 2020.


For the year ended December 31, 2020, the Company accrued interest expense of $10 thousand and recorded $316 thousand for amortization of the debt discount related to the September 2020 Note.


v3.21.1
Commitments
12 Months Ended
Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]  
Commitments

10. Commitments


Lease Commitment


From December 2018 to May 2019, the Company operated under a 6-month membership agreement with WeWork for office space located in Boston, Massachusetts.


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 commenced May 1, 2019 and expires on May 31, 2022. The lease had a one-month rent-free period, has 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 is amortizing to lease expense and the liability is 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’s operating lease is reflected in the balance sheets. Lease expense totaled $175 thousand and $102 thousand for the years ended December 31, 2020 and 2019, respectively. Other information related to leases was as follows:


   December 31,   December 31, 
   2020   2019 
   (in thousands)   (in thousands) 
Operating cash flows from operating leases in lease liability measurement  $178   $148 
Operating cash flows from short term leases   -    103 
Remaining long-term lease term in years   1.4    2.4 

The maturity of the Company’s operating lease liability as of December 31, 2020 is as follows:


   December 31, 
   2020 
   (in thousands) 
2021   182 
2022   76 
Total future minimum lease payments   258 
Less: imputed interest   (19)
Total lease liabilities  $239 

Rent expense on non-cancelable operating leases was approximately $175 and $102 thousand for the years ended December 31, 2020 and 2019, respectively.


v3.21.1
Stockholders' Deficit
12 Months Ended
Dec. 31, 2020
Stockholders' Equity Note [Abstract]  
Stockholders’ Deficit

11. 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 (the “SEC”) 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.


As described in Note 8, Crystal Amber provided the Company with a notice of optional conversion of the 2017 Note in July 2019 and converted the principal and accrued interest into Common Stock.


On September 3, 2020, GI Dynamics stockholders approved an increase of its authorized shares of common stock from 75 million to 280 million shares and approved the authorization of 118 million shares of Series A Convertible Preferred Stock (“Series A Preferred”), 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 122 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 Series A SPA, 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 (see Note 9 of the consolidated financial statements)).


On September 4, 2020, as part of the September 2020 Financing, 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, the Company executed a series of financing-related agreements (“the September 2020 Financing”) which included the cancellation of the August 2019 Warrant, the restructuring of the August 2019 Note into the September 2020 Note (see below for a detailed description of the September 2020 Note and the accounting classification of the August 2019 Note restructuring into the September 2020 Note), the conversion of the June and August 2020 Convertible Notes into shares of Series A Preferred Stock (see below for a detailed description of the June and August 2020 Notes and Note 11 for a description of the Series A Preferred Stock), and the sale of $8.75 million of Series A Preferred Stock to Crystal Amber under the Series A Preferred Stock Purchase Agreement (the “Series A SPA”, see Note 11 of the Consolidated Financial Statements for a description of the Series A SPA terms). The Initial Close of the September 2020 Financing occurred on September 4, 2020, and included all components of the September 2020 Financing, including the Crystal Amber purchase of 42,310,730 shares of Series A Preferred Stock for gross proceeds of $3.75. Pursuant to the Series A SPA and subsequent amendments, the Second Close was originally to occur on October 31, 2020 but through a series of extensions, was extended until February 24, 2021. On February 24, 2021, an individual investor closed the purchase of 600,000 shares of Series A Preferred Stock for approximate proceeds of $53 thousand. Effective February 24, 2021, Crystal Amber executed a contract amendment restructuring the Second Close to include the sale of 16,924,292 shares of Series A Preferred Stock for proceeds of $1.5 million to close on March 4, 2021, the sale of 11,282,861 shares of Series A Preferred Stock for proceeds of $1.0 million to close no later than March 25, 2021, and the remaining 27,607,153 shares of Series A Preferred Stock for proceeds of $2.45 million to close no later than May 28, 2021. 


v3.21.1
Share-Based Compensation
12 Months Ended
Dec. 31, 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 provided 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. At December 31, 2020, one fully vested grant remained outstanding conferring the right to purchase 5,000 shares for $8.20 per share with an expiry of April 2021.


In August 2011, the Board of Directors adopted the 2011 Employee, Director and Consultant Equity Incentive Plan (the “2011 Plan”) 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 August 20, 2020, the date of the adoption of the 2020 Plan detailed below, 863,307 shares of common stock were available for grant under the Company’s 2011 Plan. Existing, outstanding grants issued under the 2011 Plan will remain active unless they are exercised or cancelled due to forfeiture or expiry. The Board of Directors have disallowed the granting of any new awards using shares available under the 2011 Plan.


In August 2020, the Board of Directors adopted 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. The 2003 Plan, 2011 Plan and 2020 Plan are collectively referred to herein as the “Plans”. As of December 31, 2020, 41,710,968 shares of common stock were available for grant under the Company’s 2020 Plan.


On January 28, 2021, the Board of Directors granted 15 option awards to employees, board members, and a consultant, representing the right to purchase a total of 24,484,059 shares of common stock for a strike price of $0.06, which is the fair value determined by the Board of Directors.


 Stock-Based Compensation


Stock-based compensation is reflected in the consolidated statements of operations as follows for the years ended December 31, 2020 and 2019 (in thousands):


   Years Ended
December 31,
 
   2020   2019 
Research and development  $63   $77 
Sales and marketing        
General and administrative   542    311 
   $605   $388 

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 years ended December 31, 2020 and 2019:


   Years Ended
December 31,
 
   2020   2019 
Expected volatility   164.9%   271.0%
Expected term (in years)   5.84    6.05 
Risk-free interest rate   0.9%   1.8%
Expected dividend yield   0%   0%

Stock Options


The following table summarizes share-based activity under the Plans:


   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    8.30   $ 
Granted   90,000   $0.23           
Cancelled   (2,723,050)  $1.33           
Outstanding at December 31, 2020   463,104   $2.04    7.60   $ 
Exercisable at December 31, 2020   254,965   $3.27    6.97   $ 

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 2020 and 2019, was $0.18 and $1.04, respectively. The unrecognized stock compensation expense at December 31, 2020 was $123 thousand and was expected to be recognized over a weighted average period of 2.08 years from December 31, 2020.


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 years ended December 31, 2020 and 2019, the Company awarded no PSUs to employees and directors of the Company. Due to the resignation of an employee, all PSUs were cancelled in November 2020.


The following table summarizes information related to PSU activity during the year ended December 31, 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 
Cancelled   250,000    5.23   $15 
Outstanding at December 31, 2020   -    -   $- 

The aggregate intrinsic value at December 31, 2019 noted in the table above represents the closing price of the Company’s common stock multiplied by the number of PSUs outstanding.


During the years ended December 31, 2020 and 2019, the Company recognized no stock-based compensation related to performance-based vesting of PSUs. 


v3.21.1
Retirement Plans
12 Months Ended
Dec. 31, 2020
Retirement Benefits [Abstract]  
Retirement Plans

13. Retirement Plans


The Company has a 401(k) retirement and savings plan (“401(k) Plan”) covering all qualified U.S. employees. The 401(k) Plan is a defined contribution plan and allows each participant to contribute up to 100% of the participant’s base wages up to an amount not to exceed an annual statutory maximum. The Company has made discretionary contributions to the 401(k) Plan and recorded expenses of approximately $68 and $48 thousand for the years ended December 31, 2020 and 2019, respectively.


The Company maintains a defined contribution plan for certain international employees. The Company contributes 100% of the cost of the defined contribution. The Company recorded expenses of approximately $3 and $9 thousand for the years ended December 31, 2020 and 2019, respectively, under this plan.  


v3.21.1
Income Taxes
12 Months Ended
Dec. 31, 2020
Income Tax Disclosure [Abstract]  
Income Taxes

14. Income Taxes


Income (loss) before provision for income taxes consisted of the following (in thousands):


   Years Ended
December 31,
 
   2020   2019 
Domestic  $(11,291)  $(17,376)
Foreign   179    88 
Total  $(11,112)  $(17,288)

The provision for income taxes in the accompanying consolidated statements of operations consisted of the following (in thousands):


   Years Ended
December 31,
 
   2020   2019 
Current Provision:        
Federal  $   $ 
State   1    1 
Foreign   20    42 
Total   21    43 
           
Deferred Provision:          
Federal        
State        
Foreign   3    2 
Total   3    2 
Total provision  $24   $45 

A reconciliation of income taxes from operations computed using the U.S. federal statutory rate of 21% to that reflected in operations follows (in thousands):


  

Years Ended

December 31,

 
   2020   2019 
Income tax benefit using U.S. federal statutory rate  $(2,334)  $(3,624)
State rate, net of federal benefit   (644)   (631)
Permanent differences   159    1,422 
Tax credits generated   (131)   (147)
Change in valuation allowance   2,595    2,888 
Foreign rate differential   (11)   3 
Other items   122    96 
Stock compensation   268    38 
           
Total income tax expense  $24   $45 

Components of the Company’s deferred tax assets and liabilities are as follows (in thousands):


   December 31, 
   2020   2019 
Deferred tax assets:          
Net operating loss carryforwards  $69,942   $66,859 
Research and development credit carryforwards   4,150    4,083 
           
Capitalized start-up expenses   1,778    2,133 
Depreciation and other   431    635 
Total deferred tax assets   76,302    73,710 
Valuation allowance   (76,298)   (73,703)
Net deferred tax asset  $4   $7 

Management of the Company has evaluated the positive and negative evidence bearing upon the realizability of the Company’s deferred tax assets and determined that it is more likely than not that the Company will not recognize the benefits of the deferred tax assets related to the U.S. As a result, a valuation allowance of approximately $76.3 million and $73.7 million was established at December 31, 2020 and 2019, respectively. The valuation allowance increased by approximately $2.6 million during the year ended December 31, 2020, primarily due to the current year change in temporary tax items. As of December 31, 2020, there was a net deferred tax asset in Australia related to future tax benefits which will offset future taxable income.


At December 31, 2020, the Company had U.S. federal and state net operating loss carryforwards of approximately $260 million and $242.5 million, respectively. These operating loss carryforwards will expire at various times beginning in 2024 through 2037 for federal purposes except for $37 million that were generated between 2018 and 2020 that can be carried forward indefinitely. For state purposes the net operating losses begin to expire in 2030 and will continue to expire through 2040.


In addition, at December 31, 2020, the Company also has U.S. federal and state research and development tax credit carryforwards (excluding ASC 740, Income Taxes (“ASC 740”), reserve) of approximately $4 million and $2.0 million, respectively, to offset future income taxes. These tax credit carryforwards will expire at various times beginning in 2023 through 2040 for federal purposes and will expire at various times beginning in 2019 through 2035 for state purposes.


Utilization of net operating loss carryforwards and research and development credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously or that could occur in the future in accordance with Section 382 of the Internal Revenue Code of 1986 (“IRC Section 382”) and with Section 383 of the Internal Revenue Code of 1986, as well as similar state provisions. These ownership changes may limit the amount of net operating loss carryforwards and research and development credit carryforwards that can be utilized annually to offset future taxable income and taxes, respectively. In general, an ownership change, as defined by IRC Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period. The Company has completed several financings since its inception, which may have resulted in a change in control as defined by IRC Section 382 or could result in a change in control in the future. As of December 31, 2020, the Company has not, as yet, conducted an IRC Section 382 study, which could impact its ability to utilize net operating loss and tax credit carryforwards annually in the future to offset the Company’s taxable income, if any.


The Company applies ASC 740-10, which provides guidance on the accounting for uncertainty in income taxes recognized in financial statements and requires the impact of a tax position to be recognized in the financial statements if that position is more likely than not of being sustained by the taxing authority. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. At December 31, 2020 and 2019, the Company had unrecognized tax liabilities of approximately $1.5 million and $1.5 million, respectively.


The following is a roll forward of the Company’s unrecognized tax benefits (in thousands):


   December 31, 
   2020   2019 
Unrecognized tax benefit – as of the beginning of the year  $1,480   $1,462 
Gross decreases – provision to return tax positions of the prior periods   (13)   (21)
Gross increases – current period tax positions   35    39 
Unrecognized tax benefits – as of the end of the year  $1,502   $1,480 

The Company will recognize interest and penalties related to uncertain tax positions, should they be assessed, in income tax expense. As of December 31, 2020, and 2019, the Company had no accrued interest or penalties related to uncertain tax positions, and no amounts have been recognized in the Company’s consolidated statements of operations.


The statute of limitations for assessment by the Internal Revenue Service (“IRS”) and state tax authorities is open for tax years ended December 31, 2017 through December 31, 2020, although carryforward attributes that were generated prior to tax year 2017 may still be adjusted upon examination by the IRS or state tax authorities if they either have been or will be used in a future period. The statute of limitations for assessment by foreign tax authorities is open for tax years ended December 31, 2016 through December 31, 2020. There are currently no federal or state audits in progress.


The Company has not yet completed a study of its research and development credit carryforwards. Once completed, this study may result in an adjustment to the Company’s research and development credit carryforwards. A full valuation allowance has been provided against the Company’s research and development credits, and if an adjustment is required at the time the study is completed, this adjustment would be offset by an adjustment to the deferred tax asset established for the research and development credit carryforward and the valuation allowance.


v3.21.1
Subsequent Events
12 Months Ended
Dec. 31, 2020
Subsequent Events [Abstract]  
Subsequent Events

15. Subsequent Events


As discussed in Note 11 to the Consolidated Financial Statements, pursuant to the Series A SPA and subsequent amendments, the Second Close of the Series A Preferred Stock offering was originally to occur on October 31, 2020 but through a series of extensions, was extended until February 24, 2021. On February 24, 2021, an individual investor closed the purchase of 600,000 shares of Series A Preferred Stock for approximate proceeds of $53 thousand. Effective February 24, 2021, Crystal Amber executed a contract amendment restructuring the Second Close to include the sale of 16,924,292 shares of Series A Preferred Stock for proceeds of $1.5 million to close on March 4, 2021, the sale of 11,282,861 shares of Series A Preferred Stock for proceeds of $1.0 million to close no later than March 25, 2021, and the remaining 27,607,153 shares of Series A Preferred Stock for proceeds of $2.45 million to close no later than May 28, 2021.


As discussed in Notes 2 and 12 to the Consolidated Financial Statements, On January 28, 2021, the Board of Directors granted 15 option awards to employees, board members, and a consultant, representing the right to purchase a total of 24,484,059 shares of common stock for a strike price of $0.06 per share, which is the fair value determined by the Board of Directors.


v3.21.1
Accounting Policies, by Policy (Policies)
12 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]  
Principles of Consolidation

Principles of Consolidation


The accompanying Consolidated Financial Statements include the accounts of GI Dynamics, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances are eliminated in consolidation.


The functional currency of GID Europe Holding B.V., GID Europe B.V., GID Germany GmbH and GI Dynamics Australia Pty Ltd, each wholly-owned subsidiaries of the Company, is the U.S. dollar. Consolidated balance sheet accounts of the Company’s subsidiaries are remeasured into U.S. dollars using the exchange rate in effect at the consolidated balance sheet date while expenses are remeasured using the average exchange rate in effect during the period. Gains and losses arising from remeasurement of the wholly owned subsidiaries’ financial statements are included in the determination of net loss.

Segment Reporting

Segment Reporting


The Company has one reportable segment which designs, develops, manufactures and markets medical devices for non-surgical approaches to treating type 2 diabetes.


GI Dynamics does not report geographic segments as there were no product sales in 2020 or 2019 and at December 31, 2020 and 2019, all long-lived assets comprised of property and equipment were held in the U.S.

Use of Estimates

Use of Estimates


The preparation of Consolidated Financial Statements in accordance with generally accepted accounting principles in the U.S. requires the Company’s management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to the impairment of long-lived assets, income taxes including the valuation allowance for deferred tax assets, research and development, contingencies, valuation of warrant and other derivative liabilities, estimates used to assess its ability to continue as a going concern and stock-based compensation. GI Dynamics bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known.

Cash, Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted Cash


At December 31, 2020 and 2019, GI Dynamics had approximately $0.03 million and $0.01 million, respectively, of cash and cash equivalents denominated in Australian dollars that is subject to foreign currency gain and loss.  


GI Dynamics has $30 thousand in restricted cash used to secure a corporate credit card account.

Property and Equipment

Property and Equipment


Property and equipment, are recorded at cost and are depreciated when placed in service using the straight-line method based on their estimated useful lives as follows:


Asset Description  

Estimated Useful Life

(In Years)

Laboratory and manufacturing equipment   5
Computer equipment and software   3
Office furniture and equipment   5

Maintenance and repair costs for fixed assets are expensed as incurred.

Derivative Liabilities

Derivative Liabilities


GI Dynamics examines all financial instruments to determine if the financial instrument or any component feature is a derivative under Financial Accounting Standards Board, (“FASB”) Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”) and therefore requires liability classification. Certain warrants to purchase common stock did not meet the requirements for equity classification and were considered derivative instruments due to their cash settlement features. The derivative warrants were initially recorded at fair value with subsequent changes in fair value recorded in other income (expense) in the statements of operations. The Company estimates fair value using the Black-Scholes option pricing model. See Note 5 for inputs and assumptions used in the determination of the fair value. If the derivative instruments subsequently meet the requirements for classification as equity, the Company reclassifies the then fair value of the instrument to equity. If multiple outcomes are probable, management assigns probability adjustments to determine the most likely probability adjusted fair value.

Research and Development Costs

Research and Development Costs


Research and development costs are expensed when incurred. Research and development costs include costs of all basic research activities as well as other research, engineering, and technical effort required to develop a new product or service or make significant improvement to an existing product or manufacturing process. Research and development costs also include preapproval regulatory and clinical trial expenses.

Patent Costs

Patent Costs


GI Dynamics expenses as incurred all costs, including legal expenses, associated with obtaining patents until the patented technology becomes feasible. All costs incurred after the patented technology is feasible will be capitalized as an intangible asset. As of December 31, 2020, no such costs had been capitalized since inception of the Company. GI Dynamics has expensed approximately $200 thousand of patent costs within general and administrative expenses in the consolidated statements of operations in each of the years ended December 31, 2020 and 2019.

Stock-Based Compensation

Stock-Based Compensation


GI Dynamics accounts for stock-based compensation in accordance with ASC 718, Stock Compensation (“ASC 718”), which requires that stock-based compensation be measured at the grant date fair value and recognized as an expense in the financial statements. .


For awards that vest based on service conditions, GI Dynamics uses the straight-line method to allocate compensation expense to reporting periods. The grant date fair value of options granted is calculated using the Black-Scholes option pricing model, which requires the use of subjective assumptions including volatility, expected term and the fair value of the underlying common stock, among others.


The assumptions used in determining the fair value of stock-based awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change, and management uses different assumptions, the Company’s stock-based compensation could be materially different in the future. The risk-free interest rate used for each grant is based on a zero-coupon U.S. Treasury instrument with a remaining term similar to the expected term of the stock-based award. Because GI Dynamics does not have a sufficient stable history to estimate the expected term, it uses the simplified method for estimating the expected term. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. Prior to delisting from the ASX in July 2020, the Company estimated the expected stock volatility at the grant date based on the appropriate historical ASX price volatility.


GI Dynamics has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero.


GI Dynamics recognizes the impact of share-based award forfeitures only as they occur rather than by applying an estimated forfeiture rate.


GI Dynamics periodically issues performance-based awards. For these awards, vesting will occur upon the achievement of certain milestones. When achievement of the milestone is deemed probable, the Company records as compensation expense, the value of the respective stock award over the implicit remaining service period.


Stock awards to non-employees are also accounted for in accordance with ASC 718.. The Company elects to use the contractual term of each award as the expected term for NESBP awards.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets


GI Dynamics regularly reviews the carrying amount of its long-lived assets to determine whether indicators of impairment may exist that merit adjustments to carrying values or estimated useful lives. If indications of impairment exist, projected future undiscounted cash flows associated with the asset are compared to the carrying amount to determine whether the asset’s value is recoverable. If the carrying value of the asset exceeds such projected undiscounted cash flows, the asset will be written down to its estimated fair value. No such impairments were recorded in 2020 or 2019.

Income Taxes

Income Taxes


GI Dynamics uses the asset and liability method of accounting for income taxes. The Company records deferred tax assets and liabilities for the expected future tax consequences of temporary differences between its financial reporting and the tax bases of assets and liabilities measured using the enacted tax rates in effect in the years in which the differences are expected to reverse. The Company regularly assesses the need for a valuation allowance against its deferred tax assets. Future realization of the Company’s deferred tax assets ultimately depends on the existence of sufficient taxable income within the available carryback or carryforward periods. Sources of taxable income include taxable income in prior carryback years, future reversals of existing taxable temporary differences, tax planning strategies, and future taxable income. The Company records a valuation allowance to reduce its deferred tax assets to an amount it believes is more-likely-than-not to be realized. Deferred tax assets are reduced by a valuation allowance to reflect the uncertainty associated with their ultimate realization.


The Company assesses its income tax positions and records tax benefits based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit is recognized in the financial statements. The Company classifies interest and penalties on uncertain tax positions as income tax expense.

Concentrations of Credit Risk

Concentrations of Credit Risk


Financial instruments that subject GI Dynamics to credit risk primarily consist of cash and restricted cash. Cash balances are all maintained with high quality financial institutions, and consequently, the Company believes that such funds are subject to minimal credit risk.

Guarantees

Guarantees


GI Dynamics has identified the guarantees described below as disclosable, in accordance with ASC 460, Guarantees.


As permitted under Delaware law, GI Dynamics indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make is unlimited; however, the Company maintains directors’ and officers’ insurance coverage that should limit its exposure and enable it to recover a portion of any future amounts paid.


GI Dynamics is a party to a number of agreements entered into in the ordinary course of business that contain typical provisions that obligate it to indemnify the other parties to such agreements upon the occurrence of certain events. Such indemnification obligations are usually in effect from the date of execution of the applicable agreement for a period equal to the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain.


As of December 31, 2020, and 2019, GI Dynamics had not experienced any material losses related to these indemnification obligations, and no material claims with respect thereto were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible. As a result, no related reserves have been established.

Leases

Leases


The Company applies ASC 842, Leases, which requires that most operating leases be recorded on the balance sheet unless the practical expedient is elected for short-term operating leases. The Company elected to apply the practical expedient as it relates to short-term leases. For other leases subject to this guidance, the Company will record a lease liability, which is the Company’s obligation to make lease payments arising from its leases, measured on a discounted basis, and a right-of-use asset, which is an asset representing the Company’s right to use the underlying asset for the lease term.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements


In August 2018, the FASB issued 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. Requirements removed include the requirement 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. Requirements added include 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, however the Company declined early adoption and adopted this ASU effective January 1, 2020. The adoption had no impact to its consolidated financial statements.


Recently Issued Accounting Pronouncements


In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes, or ASU 2019-12, which changes the treatment for a number of specific situations, with the most relevant topic being the tax effects of items not included in continuing operations when reporting a loss from continuing operations for the period. The guidance is effective for public business entities for fiscal years beginning after December 15, 2020, and for interim periods within those fiscal years. The Company has elected not to adopt ASU 2019-12 early and is evaluating the potential impact of adoption to its consolidated financial statements.


In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, or ASU 2020-06, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. The changes include the accounting for beneficial conversion features and will result in less debt discount interest expense amortization. There are also reduced requirements for equity classification of contracts in an entity’s own equity. Additionally, expanded disclosures will be required for convertible debt instruments. These changes may have impact on earnings per share calculations. A full or modified retrospective approach can be adopted and ASU 2020-06 must be adopted by smaller reporting companies for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company has elected not to adopt ASU 2020-06 early and is evaluating the potential impact of adoption to its consolidated financial statements.

v3.21.1
Summary of Significant Accounting Policies and Basis of Presentation (Tables)
12 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]  
Schedule of property and equipment useful lives
Asset Description  

Estimated Useful Life

(In Years)

Laboratory and manufacturing equipment   5
Computer equipment and software   3
Office furniture and equipment   5
v3.21.1
Net Loss per Common Share (Tables)
12 Months Ended
Dec. 31, 2020
Earnings Per Share [Abstract]  
Schedule of potentially dilutive securities excluded from computation of diluted weighted average shares
   Years Ended December 31, 
   2020   2019 
Warrants to purchase common stock   28,532    28,532 
Options to purchase common stock and other stock-based awards   463,104    3,331,154 
Total   491,636    3,359,686 
v3.21.1
Warrants to Purchase Common Stock or CDIs (Tables)
12 Months Ended
Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Stockholders' Equity Note, Warrants or Rights
   Shares underlying warrants   Exercise price per share 
Outstanding and Exercisable at December 31, 2019   28,532   $0.64 
Issuance of August 2019 Warrant   4,596,893    1.00 
Cancellation of August 2019 Warrant   (4,596,893)   1.00 
Outstanding and Exercisable at December 31, 2020   28,532   $0.64 
v3.21.1
Prepaid Expenses and Other Current Assets (Tables)
12 Months Ended
Dec. 31, 2020
Prepaid Expenses And Other Current Assets [Abstract]  
Schedule of prepaid expenses
   December 31, 
   2020   2019 
Prepaid insurance  $1,426   $293 
Escrowed severance reserves   544    - 
Prepaid clinical trial expenses   489    488 
Prepaid corporate identity project   165    134 
Other   405    315 
Total  $3,029   $1,230 
v3.21.1
Property and Equipment (Tables)
12 Months Ended
Dec. 31, 2020
Property, Plant and Equipment [Abstract]  
Schedule of property and equipment
   December 31, 
   2020   2019 
Laboratory and manufacturing equipment  $591   $591 
Computer equipment and software   1,193    1,193 
Office furniture and equipment   183    183 
    1,967    1,967 
Less accumulated depreciation and amortization   (1,953)   (1,925)
Total  $14   $42 
v3.21.1
Accrued Expenses (Tables)
12 Months Ended
Dec. 31, 2020
Payables and Accruals [Abstract]  
Schedule of accrued expenses
   December 31, 
   2020   2019 
Payroll and related liabilities  $203   $531 
Professional fees   177    335 
Credit refunds   -    164 
Interest payable   80    250 
Other   123    73 
Total  $583   $1,353 
v3.21.1
Commitments (Tables)
12 Months Ended
Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]  
Schedule of other information related to leases
   December 31,   December 31, 
   2020   2019 
   (in thousands)   (in thousands) 
Operating cash flows from operating leases in lease liability measurement  $178   $148 
Operating cash flows from short term leases   -    103 
Remaining long-term lease term in years   1.4    2.4 
Schedule of maturity of operating lease liability
   December 31, 
   2020 
   (in thousands) 
2021   182 
2022   76 
Total future minimum lease payments   258 
Less: imputed interest   (19)
Total lease liabilities  $239 
v3.21.1
Share-Based Compensation (Tables)
12 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]  
Schedule of stock-based compensation
   Years Ended
December 31,
 
   2020   2019 
Research and development  $63   $77 
Sales and marketing        
General and administrative   542    311 
   $605   $388 
Schedule of weighted-average assumptions used to estimate fair value of employee stock options
   Years Ended
December 31,
 
   2020   2019 
Expected volatility   164.9%   271.0%
Expected term (in years)   5.84    6.05 
Risk-free interest rate   0.9%   1.8%
Expected dividend yield   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    8.30   $ 
Granted   90,000   $0.23           
Cancelled   (2,723,050)  $1.33           
Outstanding at December 31, 2020   463,104   $2.04    7.60   $ 
Exercisable at December 31, 2020   254,965   $3.27    6.97   $ 
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 
Cancelled   250,000    5.23   $15 
Outstanding at December 31, 2020   -    -   $- 
v3.21.1
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2020
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]
   Years Ended
December 31,
 
   2020   2019 
Domestic  $(11,291)  $(17,376)
Foreign   179    88 
Total  $(11,112)  $(17,288)
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]
   Years Ended
December 31,
 
   2020   2019 
Current Provision:        
Federal  $   $ 
State   1    1 
Foreign   20    42 
Total   21    43 
           
Deferred Provision:          
Federal        
State        
Foreign   3    2 
Total   3    2 
Total provision  $24   $45 
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]
  

Years Ended

December 31,

 
   2020   2019 
Income tax benefit using U.S. federal statutory rate  $(2,334)  $(3,624)
State rate, net of federal benefit   (644)   (631)
Permanent differences   159    1,422 
Tax credits generated   (131)   (147)
Change in valuation allowance   2,595    2,888 
Foreign rate differential   (11)   3 
Other items   122    96 
Stock compensation   268    38 
           
Total income tax expense  $24   $45 
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]
   December 31, 
   2020   2019 
Deferred tax assets:          
Net operating loss carryforwards  $69,942   $66,859 
Research and development credit carryforwards   4,150    4,083 
           
Capitalized start-up expenses   1,778    2,133 
Depreciation and other   431    635 
Total deferred tax assets   76,302    73,710 
Valuation allowance   (76,298)   (73,703)
Net deferred tax asset  $4   $7 
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]
   December 31, 
   2020   2019 
Unrecognized tax benefit – as of the beginning of the year  $1,480   $1,462 
Gross decreases – provision to return tax positions of the prior periods   (13)   (21)
Gross increases – current period tax positions   35    39 
Unrecognized tax benefits – as of the end of the year  $1,502   $1,480 
v3.21.1
Nature of Business (Details)
$ in Millions
12 Months Ended
Dec. 31, 2020
USD ($)
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 $ (296.0)
Cash and restricted cash $ 1.2
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.
v3.21.1
Summary of Significant Accounting Policies and Basis of Presentation (Details)
$ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Dec. 31, 2020
AUD ($)
Dec. 31, 2019
AUD ($)
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]        
Cash and cash equivalents $ 1,159 $ 2,499    
Restricted cash 30 30    
General and administrative expenses 5,621 $ 5,295    
Cash and Cash Equivalents [Member]        
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]        
Cash and cash equivalents     $ 30 $ 10
Patents [Member]        
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]        
General and administrative expenses $ 200      
v3.21.1
Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of property and equipment useful lives
12 Months Ended
Dec. 31, 2020
Laboratory and manufacturing equipment [Member]  
Public Utility, Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 5 years
Computer equipment and software [Member]  
Public Utility, Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 3 years
Office furniture and equipment [Member]  
Public Utility, Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 5 years
v3.21.1
Net Loss per Common Share (Details) - Schedule of potentially dilutive securities excluded from computation of diluted weighted average shares - shares
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of diluted weighted-average shares outstanding 491,636 3,359,686
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 28,532
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 463,104 3,331,154
v3.21.1
Warrants to Purchase Common Stock or CDIs (Details) - USD ($)
$ / shares in Units, $ in Millions
1 Months Ended 12 Months Ended
Sep. 04, 2020
Aug. 21, 2019
Dec. 31, 2020
Warrants to Purchase Common Stock or CDIs (Details) [Line Items]      
Number of underlying shares     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 (“SPA”) 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 as detailed above and the 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. On December 16, 2019, stockholder approval for the warrant to be issued was obtained and it was issued on January 13, 2020. The August 2019 Warrant was issued on January 13, 2020 and estimated fair value was determined to allocate relative fair values of the August 2019 Note and the August 2019 Warrant.  
Estimated fair value     $ 2.3
Expected volatility     141.00%
Expected term     5 years
Risk-free interest rate     1.65%
Series A Preferred Stock [Member]      
Warrants to Purchase Common Stock or CDIs (Details) [Line Items]      
Sale of stock $ 10.0    
v3.21.1
Warrants to Purchase Common Stock or CDIs (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights
12 Months Ended
Dec. 31, 2020
$ / shares
shares
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract]  
Outstanding and Exercisable at December 31, 2019 | shares 28,532
Outstanding and Exercisable at December 31, 2019 | $ / shares $ 0.64
Issuance of August 2019 Warrant | shares 4,596,893
Issuance of August 2019 Warrant | $ / shares $ 1.00
Cancellation of August 2019 Warrant | shares (4,596,893)
Cancellation of August 2019 Warrant | $ / shares $ 1.00
Outstanding and Exercisable at December 31, 2020 | shares 28,532
Outstanding and Exercisable at December 31, 2020 | $ / shares $ 0.64
v3.21.1
Fair Value Measurements (Details)
12 Months Ended
Dec. 31, 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.
v3.21.1
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Schedule of prepaid expenses [Abstract]    
Prepaid insurance $ 1,426 $ 293
Escrowed severance reserves 544
Prepaid clinical trial expenses 489 488
Prepaid corporate identity project 165 134
Other 405 315
Total $ 3,029 $ 1,230
v3.21.1
Property and Equipment (Details) - Schedule of property and equipment - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Property, Plant and Equipment [Line Items]    
Property plant and equipment gross $ 1,967 $ 1,967
Less accumulated depreciation and amortization (1,953) (1,925)
Total 14 42
Laboratory and manufacturing equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property plant and equipment gross 591 591
Computer equipment and software [Member]    
Property, Plant and Equipment [Line Items]    
Property plant and equipment gross 1,193 1,193
Office furniture and equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property plant and equipment gross $ 183 $ 183
v3.21.1
Accrued Expenses (Details) - USD ($)
$ in Thousands
1 Months Ended 12 Months Ended
Dec. 31, 2107
Dec. 31, 2019
Payables and Accruals [Abstract]    
Accrued expenses, description 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.  
Accumulated returns   $ 164
v3.21.1
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Schedule of accrued expenses [Abstract]    
Payroll and related liabilities $ 203 $ 531
Professional fees 177 335
Credit refunds 164
Interest payable 80 250
Other 123 73
Total $ 583 $ 1,353
v3.21.1
Notes Payable (Details) - USD ($)
1 Months Ended 12 Months Ended
Sep. 04, 2020
Jul. 13, 2020
Jan. 13, 2020
May 08, 2019
Apr. 04, 2019
Mar. 15, 2019
Sep. 30, 2020
Aug. 31, 2020
Sep. 30, 2019
Aug. 31, 2019
Aug. 25, 2019
Aug. 21, 2019
May 30, 2018
Jun. 15, 2017
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2017
Aug. 06, 2020
Aug. 04, 2020
Aug. 03, 2020
Jun. 30, 2020
Jun. 18, 2020
Dec. 06, 2019
Mar. 31, 2019
Notes Payable (Details) [Line Items]                                                
Principle amount $ 4,900,000     $ 3,000,000                     $ 236,220,472               $ 4,600,000  
Interest rate during period         1.00%   5.00% 5.00%                                
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                  
Loss on debt (in Dollars per share)                             $ 0.64                  
Debt instrument, convertible, beneficial conversion feature                   $ 435,000                            
Amortization of debt discount             $ 700,000               $ 316,000                  
Interest expenses             300,000               10,000 $ 1,000,000                
Gross proceeds             $ 10,000,000                                  
Exercised approximately                             2,330,000 4,061,000                
Accrued interest expense                               30,000                
Exercised amount                 $ 1,600,000                              
Note accrued interest rate                   10.00%                            
Conversion price (in Dollars per share)                   $ 0.02                            
Common stock per share (in Dollars per share)                   $ 1.00                            
Unpaid interest                   110.00%                            
Fair value of warrant                   $ 2,300,000                            
Loan amount         $ 200,000                                      
Maturity date of loan         2 years                                      
Accrued interest rate               8.00%                                
Conversion price, percentage             200.00%                                  
Stock option exercise price (in Dollars per share)             $ 0.17726                                  
Carrying value debt             $ 1,000,000                                  
Loss on debt             $ 700,000                                  
2018 Senior Unsecured Convertible Promissory Note and Warrant [Member]                                                
Notes Payable (Details) [Line Items]                                                
Principle amount                         $ 1,800,000                      
Maturity date                         May 30, 2023                      
Amortization of debt discount                             1,800,000                  
2018 Senior Unsecured Convertible Promissory Note [Member]                                                
Notes Payable (Details) [Line Items]                                                
Debt instrument, convertible, beneficial conversion feature                             $ 1,000,000                  
Debt instrument, effective interest rate                             26.40%                  
Amortization of debt discount                               146,000                
Interest expenses                               $ 91,000                
March 2019 Senior Unsecured Convertible Promissory Note [Member]                                                
Notes Payable (Details) [Line Items]                                                
Principle amount           $ 1,000,000                                    
Interest rate during period           10.00%                                    
Maturity date           Mar. 15, 2024                                    
Gross proceeds           $ 50,000                                    
May 2019 Senior Unsecured Convertible Promissory Note [Member]                                                
Notes Payable (Details) [Line Items]                                                
Interest rate during period       10.00%                                        
Unpaid interest                             110.00% 110.00%                
Accrued interest expense       $ 34,000                                        
Derivative loss                             $ 200,000                  
Total proceeds                             2,000,000                  
March 2019 Warrant [Member]                                                
Notes Payable (Details) [Line Items]                                                
Principle amount       $ 3,000,000                                        
Exercised approximately                             3,200,000                  
Total Debt Discount Of Warrants                             1,000,000                  
May 2019 Warrant [Member]                                                
Notes Payable (Details) [Line Items]                                                
Re-measurement of derivative liabilities                             1,100,000                  
Exercised approximately                             4,300,000                  
August 2019 Share Purchase Agreement [Member]                                                
Notes Payable (Details) [Line Items]                                                
Principle amount                       $ 4,600,000                        
2018 Warrant [Member]                                                
Notes Payable (Details) [Line Items]                                                
Estimated fair value of warrant                             743,000                  
2018 Warrant [Member] | 2018 Senior Unsecured Convertible Promissory Note [Member]                                                
Notes Payable (Details) [Line Items]                                                
Debt instrument, convertible, beneficial conversion feature                             1,200,000                  
May 2019 Warrant [Member]                                                
Notes Payable (Details) [Line Items]                                                
Warrant to purchase CDIs (in Shares)                               1,000,000                
Debt instrument, convertible, beneficial conversion feature                             623,000                  
March 2019 Warrant [Member]                                                
Notes Payable (Details) [Line Items]                                                
Estimated fair value of warrant                             850,000                  
Debt instrument, convertible, beneficial conversion feature                             129,000                  
Debt value                             129,000                  
Re-measurement of derivative liabilities                             576,000                  
Exercised approximately                             $ 1,400,000                  
Interest rate note for discount                             29.40%                  
Chess Deposit Interest [Member] | 2018 Senior Unsecured Convertible Promissory Note [Member]                                                
Notes Payable (Details) [Line Items]                                                
Debt instrument conversion description                         During 2019, Crystal Amber submitted notice to convert the 2018 Note consisting of approximately $1.8 million in principal and $192 thousand of accrued interest into 134,852,549 CDIs (representing 2,697,050 shares of common stock).                      
Chess Deposit Interest [Member] | March 2019 Senior Unsecured Convertible Promissory Note [Member]                                                
Notes Payable (Details) [Line Items]                                                
Debt instrument conversion description                             After the Company obtained stockholder approval to enable Crystal Amber’s conversion right under the March 2019 Note on June 30, 2019, the entire outstanding principal balance under the March 2019 Note and all unpaid accrued interest thereon was convertible into CDIs, at the option of Crystal Amber at a conversion price of $0.0127 per CDI. On June 30, 2019, Crystal Amber elected to convert the March 2019 Note consisting of $1 million of principal and accrued interest of $30 thousand into 81,070,003 CDIs (representing 1,621,400 shares of common stock).                  
Exercised approximately                   $ 1,000,000                            
Chess Deposit Interest [Member] | 2018 Warrant [Member]                                                
Notes Payable (Details) [Line Items]                                                
Warrant to purchase CDIs (in Shares)                         97,222,200                      
Loss on debt (in Dollars per share)                         $ 0.018                      
Class of warrant exercise price adjustment (in Dollars per share)                         $ 0.0144                      
Warrant exercised                     $ 1,400,000                          
Chess Deposit Interest [Member] | March 2019 Warrant [Member]                                                
Notes Payable (Details) [Line Items]                                                
Warrant to purchase CDIs (in Shares)           78,984,823                                    
Loss on debt (in Dollars per share)           $ 0.0127                                    
Note Purchase Agreement [Member] | May 2019 Senior Unsecured Convertible Promissory Note [Member]                                                
Notes Payable (Details) [Line Items]                                                
Debt instrument conversion description                             After the Company obtained stockholder approval to enable Crystal Amber’s, a Related Party, conversion rights under the May 2019 Note on June 30, 2019, the entire outstanding principal balance under the May 2019 Note and all unpaid accrued interest thereon was convertible into CDIs, at the option of Crystal Amber at a conversion price of $0.0127 per CDI. On June 30, 2019, Crystal Amber elected to convert the May 2019 Note consisting of approximately $3.0 million of principal and accrued interest of $19 thousand into 237,687,411 CDIs (representing 4,753,748 shares of common stock).                  
Common Stock [Member] | March 2019 Senior Unsecured Convertible Promissory Note [Member]                                                
Notes Payable (Details) [Line Items]                                                
Warrant to purchase CDIs (in Shares)           1,579,696                                    
Conversion of notes into shares (in Shares)                   1,574,803                            
Common Stock [Member] | May 2019 Senior Unsecured Convertible Promissory Note [Member]                                                
Notes Payable (Details) [Line Items]                                                
Conversion of notes into shares (in Shares)                               30,000                
Common Stock [Member] | August 2019 Share Purchase Agreement [Member]                                                
Notes Payable (Details) [Line Items]                                                
Right to purchase of warrant (in Shares)                       4,596,893                        
Common Stock [Member] | Chess Deposit Interest [Member] | 2018 Warrant [Member]                                                
Notes Payable (Details) [Line Items]                                                
Warrant to purchase CDIs (in Shares)                         1,944,444                      
2017 Senior Secured Convertible Promissory Note [Member]                                                
Notes Payable (Details) [Line Items]                                                
Principle amount                           $ 5,000,000                    
Interest rate during period                           5.00%                    
Interest expense related to additional debt discount liability                             $ 0 $ 43,000                
Amortization of debt discount                             315,000                  
Interest expenses                             $ 10,000 3,000,000                
Accrued interest expense                               $ 19,000                
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.              
Warrant total CDIs (in Shares)                                               31,740,704
Percentage of remaining outstanding unconverted principal payment obligation upon change of control (in Shares)                                 634,814              
Maturity date                                 May 08, 2024              
June Twenty Twenty Convertible Note [Member]                                                
Notes Payable (Details) [Line Items]                                                
Principle amount 1,250,000                                   $ 500,000          
Unpaid interest                                         110.00%      
Accrued interest expense 10,000,000                                              
Debt discount                   $ 40,000                            
June Twenty Twenty Convertible Note [Member] | Note Purchase Agreement [Member]                                                
Notes Payable (Details) [Line Items]                                                
Principle amount                                           $ 750,000    
Remaining principal amount                                   $ 250,000   $ 250,000        
August 2019 Share Purchase Agreement [Member]                                                
Notes Payable (Details) [Line Items]                                                
Principle amount 1,250,000                                              
Accrued interest expense 10,000                                              
Crystal Amber Fund Limited [Member]                                                
Notes Payable (Details) [Line Items]                                                
Unpaid interest               110.00%                                
Crystal Amber Fund Limited [Member]                                                
Notes Payable (Details) [Line Items]                                                
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 thousand 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. 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.                  
Tranche One [Member] | Chess Deposit Interest [Member] | May 2019 Senior Unsecured Convertible Promissory Note [Member]                                                
Notes Payable (Details) [Line Items]                                                
Loss on debt (in Dollars per share)                               $ 81,070,003                
Tranche One [Member] | Chess Deposit Interest [Member] | May 2019 Warrant [Member]                                                
Notes Payable (Details) [Line Items]                                                
Loss on debt (in Dollars per share)                             $ 0.0127                  
Tranche One [Member] | Common Stock [Member] | March 2019 Senior Unsecured Convertible Promissory Note [Member]                                                
Notes Payable (Details) [Line Items]                                                
Warrant total CDIs (in Shares)                                               47,244,119
Tranche One [Member] | Common Stock [Member] | May 2019 Warrant [Member]                                                
Notes Payable (Details) [Line Items]                                                
Warrant to purchase CDIs (in Shares)                             4,724,409                  
Tranche Two [Member] | Chess Deposit Interest [Member] | March 2019 Senior Unsecured Convertible Promissory Note [Member]                                                
Notes Payable (Details) [Line Items]                                                
Warrant exercised                     $ 600,000                          
Conversion of notes into shares (in Shares)                     78,740,157                          
Tranche Two [Member] | Chess Deposit Interest [Member] | May 2019 Senior Unsecured Convertible Promissory Note [Member]                                                
Notes Payable (Details) [Line Items]                                                
Warrant to purchase CDIs (in Shares)                             125,739,610                  
Tranche Two [Member] | Common Stock [Member] | March 2019 Senior Unsecured Convertible Promissory Note [Member]                                                
Notes Payable (Details) [Line Items]                                                
Warrant to purchase CDIs (in Shares)                                               944,882
Tranche Two [Member] | Common Stock [Member] | May 2019 Senior Unsecured Convertible Promissory Note [Member]                                                
Notes Payable (Details) [Line Items]                                                
Warrant to purchase CDIs (in Shares)                 2,514,792                              
Tranche Three [Member] | Chess Deposit Interest [Member] | March 2019 Senior Unsecured Convertible Promissory Note [Member]                                                
Notes Payable (Details) [Line Items]                                                
Warrant exercised                 $ 400,000                              
Tranche Three [Member] | Chess Deposit Interest [Member] | May 2019 Senior Unsecured Convertible Promissory Note [Member]                                                
Notes Payable (Details) [Line Items]                                                
Debt instrument, effective interest rate                 29.40%                              
Conversion of notes into shares (in Shares)                 3,000,000                              
Series A Preferred Stock [Member]                                                
Notes Payable (Details) [Line Items]                                                
Conversion of notes into shares (in Shares)                             0.08863                  
Sale of shares $ 8,750,000                                              
Series A Preferred Stock [Member] | August 2019 Share Purchase Agreement [Member]                                                
Notes Payable (Details) [Line Items]                                                
Debt instrument conversion price per CDI (in Dollars per share)             $ 0.0709                                  
Conversion price, percentage             80.00%                                  
v3.21.1
Commitments (Details)
$ in Thousands
1 Months Ended 12 Months Ended
Apr. 22, 2019
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Commitments and Contingencies Disclosure [Abstract]      
Rentable area of leased premises (in Square Meters) | m² 3,520    
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%  
Operating lease, expense   $ 175 $ 102
Rent expense   $ 175 $ 102
Operating lease term The lease period commenced May 1, 2019 and expires on May 31, 2022.    
v3.21.1
Commitments (Details) - Schedule of other information related to leases - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Schedule of other information related to leases [Abstract]    
Operating cash flows from operating leases in lease liability measurement $ 178 $ 148
Operating cash flows from short term leases   $ 103
Remaining long-term lease term in years 1 year 146 days 2 years 146 days
v3.21.1
Commitments (Details) - Schedule of maturity of operating lease liability
$ in Thousands
Dec. 31, 2020
USD ($)
Schedule of maturity of operating lease liability [Abstract]  
2021 $ 182
2022 76
Total future minimum lease payments 258
Less: imputed interest (19)
Total liabilities $ 239
v3.21.1
Stockholders' Deficit (Details) - USD ($)
1 Months Ended 12 Months Ended
Mar. 04, 2021
Sep. 04, 2020
Sep. 03, 2020
Mar. 25, 2021
Feb. 24, 2021
Dec. 31, 2020
Dec. 31, 2019
Stockholders' Deficit (Details) [Line Items]              
Common stock, shares authorized           280,000,000 75,000,000
Preferred stock, shares outstanding           60,085,583  
Gross proceeds from preferred stock (in Dollars)           $ 3,750,000  
Subsequent Event [Member]              
Stockholders' Deficit (Details) [Line Items]              
Purchase of shares         600,000    
Gross proceeds from preferred stock (in Dollars)         $ 53,000    
Minimum [Member]              
Stockholders' Deficit (Details) [Line Items]              
Common stock, shares authorized     75,000,000       50,000,000
Maximum [Member]              
Stockholders' Deficit (Details) [Line Items]              
Common stock, shares authorized     280,000,000       75,000,000
June and August 2020 Notes [Member]              
Stockholders' Deficit (Details) [Line Items]              
Outstanding principal amount (in Dollars)   $ 1,250,000          
Unpaid accrued interest (in Dollars)   $ 10,000          
Common Stock [Member]              
Stockholders' Deficit (Details) [Line Items]              
Stock issued, shares     13,095,764        
Series A Preferred Stock [Member]              
Stockholders' Deficit (Details) [Line Items]              
Common stock, shares authorized     118,000,000        
Preferred stock, shares outstanding           5,000,000  
Conversion of notes into shares           0.08863  
Purchase of shares   42,310,730          
Gross proceeds from preferred stock (in Dollars)   $ 3.75          
Series A Preferred Stock [Member] | Subsequent Event [Member]              
Stockholders' Deficit (Details) [Line Items]              
Gross proceeds from preferred stock (in Dollars) $ 1,000,000     $ 2,450,000 $ 1,500,000    
Sale of stock shares 11,282,861     27,607,153 16,924,292    
Series A Preferred Stock [Member] | June and August 2020 Notes [Member]              
Stockholders' Deficit (Details) [Line Items]              
Conversion of unpaid accrued interest into shares   17,774,853          
Sale of stock amount (in Dollars)   $ 8,750,000          
v3.21.1
Share-Based Compensation (Details) - USD ($)
1 Months Ended 12 Months Ended
Jan. 28, 2021
Dec. 31, 2020
Dec. 31, 2019
Share-Based Compensation (Details) [Line Items]      
Company granted option to purchase common stock   463,104 3,096,154
Price per share (in Dollars per share)   $ 2.04 $ 1.47
Stock options vesting period, description   The stock options granted under the Plans generally vest over a four-year period and expire ten years from the date of grant.  
Percentage of stock option grants vest   25.00%  
Weighted average grant date fair value (in Dollars per share)   $ 0.18 $ 1.04
Unrecognized compensation expense (in Dollars)   $ 123  
Weighted Average Expected Term   2 years 29 days  
2003 Plan [Member]      
Share-Based Compensation (Details) [Line Items]      
Aggregate shares of the common stock   922,086  
2011 Stock Incentive Plan [Member]      
Share-Based Compensation (Details) [Line Items]      
Shares available for grants   863,307  
2020 Plan [Member]      
Share-Based Compensation (Details) [Line Items]      
Shares available for grants   41,710,968  
Restricted and unrestricted stock awards   41,710,968  
Consultant [Member]      
Share-Based Compensation (Details) [Line Items]      
Company granted option to purchase common stock   5,000  
Price per share (in Dollars per share)   $ 8.20  
Board of Directors [Member] | Subsequent Event [Member]      
Share-Based Compensation (Details) [Line Items]      
Shares available for grants 15    
Board of Directors [Member] | Common Stock [Member] | Subsequent Event [Member]      
Share-Based Compensation (Details) [Line Items]      
Sale of Stock, Number of Shares Issued in Transaction 24,484,059    
Sale of Stock, Price Per Share (in Dollars per share) $ 0.06    
v3.21.1
Share-Based Compensation (Details) - Schedule of stock-based compensation - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Stock-based compensation expense $ 605 $ 388
Research and Development Expense [Member]    
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Stock-based compensation expense 63 77
Selling and Marketing Expense [Member]    
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Stock-based compensation expense  
General and Administrative Expense [Member]    
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Stock-based compensation expense $ 542 $ 311
v3.21.1
Share-Based Compensation (Details) - Schedule of weighted-average assumptions used to estimate fair value of employee stock options
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Schedule of weighted-average assumptions used to estimate fair value of employee stock options [Abstract]    
Expected volatility 164.90% 271.00%
Expected term (in years) 5 years 306 days 6 years 18 days
Risk-free interest rate 0.90% 1.80%
Expected dividend yield 0.00% 0.00%
v3.21.1
Share-Based Compensation (Details) - Schedule of share-based activity
12 Months Ended
Dec. 31, 2020
USD ($)
$ / shares
shares
Schedule of share-based activity [Abstract]  
Shares of common stock attributable to options, outstanding, beginning balance 3,096,154
Weighted- average exercise price, outstanding, beginning balance (in Dollars per share) | $ / shares $ 1.47
Weighted average contractual life, outstanding, beginning balance 8 years 109 days
Aggregate intrinsic value, outstanding, beginning balance (in Dollars) | $
Shares of common stock attributable to options, outstanding, ending balance 463,104
Weighted- average exercise price, outstanding, ending balance (in Dollars per share) | $ / shares $ 2.04
Weighted average contractual life, outstanding, ending balance 7 years 219 days
Aggregate intrinsic value, outstanding, ending balance (in Dollars) | $
Shares of common stock attributable to options, exercisable 254,965
Weighted- average exercise price, outstanding, exercisable (in Dollars per share) | $ / shares $ 3,270
Weighted average contractual life, outstanding, exercisable 6 years 354 days
Aggregate intrinsic value, exercisable
Shares of common stock attributable to options, Granted 90,000
Weighted- average exercise price, outstanding, Granted (in Dollars per share) | $ / shares $ 1.00
Shares of common stock attributable to options, Cancelled (2,723,050)
Weighted- average exercise price, outstanding, Cancelled (in Dollars per share) | $ / shares $ 1.00
v3.21.1
Share-Based Compensation (Details) - Schedule of performance stock units activity
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2020
USD ($)
shares
Schedule of performance stock units activity [Abstract]  
Number of units, outstanding, beginning balance | shares 250,000
Weighted- Average Contractual Life, beginning balance 6 years 83 days
Aggregate Intrinsic Value, beginning balance | $ $ 149
Number of units, outstanding, ending balance | shares
Weighted- Average Contractual Life, ending balance
Aggregate Intrinsic Value, ending balance | $
Number of Units, Cancelled | shares 250,000
Weighted- Average Contractual Life, Cancelled 5 years 83 days
Aggregate Intrinsic Value, Cancelled | $ $ 15
v3.21.1
Retirement Plans (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Retirement Plans (Details) [Line Items]    
Defined contribution plan company contribution percentage 100.00%  
Defined contribution plan cost recognized $ 68 $ 48
International employees [Member]    
Retirement Plans (Details) [Line Items]    
Defined contribution plan company contribution percentage 100.00%  
Defined contribution plan cost recognized $ 3 $ 9
v3.21.1
Income Taxes (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Income Taxes (Details) [Line Items]    
U.S. federal statutory rate 21.00%  
Net operating loss carryforwards $ 37.0  
Description of operating loss carry forward These operating loss carryforwards will expire at various times beginning in 2024 through 2037 for federal purposes except for $37 million that were generated between 2018 and 2020 that can be carried forward indefinitely. For state purposes the net operating losses begin to expire in 2030 and will continue to expire through 2040.  
Description of tax credit carryforward These tax credit carryforwards will expire at various times beginning in 2023 through 2040 for federal purposes and will expire at various times beginning in 2019 through 2035 for state purposes.  
Unrecognized Tax Liabilities $ 1.5 $ 1.5
U.S. Federal    
Income Taxes (Details) [Line Items]    
Tax credit carryforwards 4.0  
UNITED STATES    
Income Taxes (Details) [Line Items]    
Deferred tax assets valuation allowance 76.3 $ 73.7
Increase in deferred tax valuation allowance 2.6  
Domestic Tax Authority [Member]    
Income Taxes (Details) [Line Items]    
Net operating loss carryforwards 260.0  
State and Local Jurisdiction [Member]    
Income Taxes (Details) [Line Items]    
Net operating loss carryforwards 242.5  
State Research and Development    
Income Taxes (Details) [Line Items]    
Tax credit carryforwards $ 2.0  
Earliest Tax Year [Member] | Domestic Tax Authority [Member]    
Income Taxes (Details) [Line Items]    
Operating loss carryforward expiration year 2024  
Earliest Tax Year [Member] | State and Local Jurisdiction [Member]    
Income Taxes (Details) [Line Items]    
Operating loss carryforward expiration year 2030  
Latest Tax Year [Member] | Domestic Tax Authority [Member]    
Income Taxes (Details) [Line Items]    
Operating loss carryforward expiration year 2037  
Latest Tax Year [Member] | State and Local Jurisdiction [Member]    
Income Taxes (Details) [Line Items]    
Operating loss carryforward expiration year 2040  
v3.21.1
Income Taxes (Details) - Schedule of Income (loss) before provision for income taxes - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Schedule of Income (loss) before provision for income taxes [Abstract]    
Domestic $ (11,291) $ (17,376)
Foreign 179 88
Total $ (11,112) $ (17,288)
v3.21.1
Income Taxes (Details) - Schedule of provision for income taxes in the accompanying consolidated statements of operations - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Current Provision:    
Federal
State 1 1
Foreign 20 42
Total 21 43
Deferred Provision:    
Federal
State
Foreign 3 2
Total 3 2
Total provision $ 24 $ 45
v3.21.1
Income Taxes (Details) - Schedule of reconciliation of income taxes from operations computed using U.S. federal statutory rate - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Schedule of reconciliation of income taxes from operations computed using U.S. federal statutory rate [Abstract]    
Income tax benefit using U.S. federal statutory rate $ (2,334) $ (3,624)
State rate, net of federal benefit (644) (631)
Permanent differences 159 1,422
Tax credits generated (131) (147)
Change in valuation allowance 2,595 2,888
Foreign rate differential (11) 3
Other items 122 96
Stock compensation 268 38
Total income tax expense $ 24 $ 45
v3.21.1
Income Taxes (Details) - Schedule of Company's deferred tax assets and liabilities - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Deferred tax assets:    
Net operating loss carryforwards $ 69,942 $ 66,859
Research and development credit carryforwards 4,150 4,083
Capitalized start-up expenses 1,778 2,133
Depreciation and other 431 635
Total deferred tax assets 76,302 73,710
Valuation allowance (76,298) (73,703)
Net deferred tax asset $ 4 $ 7
v3.21.1
Income Taxes (Details) - Schedule of unrecognized tax benefits - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Schedule of unrecognized tax benefits [Abstract]    
Unrecognized tax benefit – as of the beginning of the year $ 1,480 $ 1,462
Gross decreases – provision to return tax positions of the prior periods (13) (21)
Gross increases – current period tax positions 35 39
Unrecognized tax benefits – as of the end of the year $ 1,502 $ 1,480
v3.21.1
Subsequent Events (Details) - Subsequent Event [Member] - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended
Mar. 04, 2021
Mar. 25, 2021
Feb. 24, 2021
Jan. 28, 2021
Board of directors [Member]        
Subsequent Events (Details) [Line Items]        
Number of options granted       15
Board of directors [Member] | Common Stock [Member]        
Subsequent Events (Details) [Line Items]        
Number of shares in stock       24,484,059
Strike price (in Dollars per share)       $ 0.06
Series A Preferred Stock [Member]        
Subsequent Events (Details) [Line Items]        
Number of shares in stock 11,282,861 27,607,153 16,924,292  
Series A Preferred Stock [Member] | March 25, 2021 [Member]        
Subsequent Events (Details) [Line Items]        
Number of shares in stock     11,282,861  
Number of value in stock (in Dollars)     $ 1,000  
Series A Preferred Stock [Member] | May 28, 2021 [Member]        
Subsequent Events (Details) [Line Items]        
Number of shares in stock     27,607,153  
Number of value in stock (in Dollars)     $ 2,450  
Series A Preferred Stock [Member] | Individual investor [Member]        
Subsequent Events (Details) [Line Items]        
Number of shares in stock     600,000  
Number of value in stock (in Dollars)     $ 53  
Series A Preferred Stock [Member] | Crystal Amber [Member] | March 4, 2021 [Member]        
Subsequent Events (Details) [Line Items]        
Number of shares in stock     16,924,292  
Number of value in stock (in Dollars)     $ 1,500