RenovaCare (RCAR) 10-K 14 May 20 2019 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2019	May 08, 2020	Jun. 30, 2019
Document And Entity Information
Entity Registrant Name	Renovacare, Inc.
Entity Central Index Key	0001016708
Document Type	10-K
Document Period End Date	Dec. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity File Number	000-30156
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	NV
Entity Public Float			$ 26,094,486
Entity Common Stock, Shares Outstanding		87,352,364
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2019

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 12,185,248	$ 15,397,524
Prepaid expenses	102,500	168,707
Total current assets	12,287,748	15,566,231
Equipment, net of accumulated depreciation of $951 and $687, respectively		264
Intangible assets	152,854	152,854
Total assets	12,440,602	15,719,349
Current liabilities
Accounts payable	169,044	222,163
Accounts payable - related parties	111,696	3,000
Interest payable to related party		167,497
Total current liabilities	280,740	392,660
Commitments and contingencies
Stockholders' equity
Preferred stock: $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding
Common stock: $0.00001 par value; 500,000,000 shares authorized, 87,352,364 and 87,175,522 shares issued and outstanding at December 31, 2019 and 2018, respectively	874	872
Additional paid-in capital	32,378,833	32,187,580
Retained deficit	(20,219,845)	(16,861,763)
Total stockholders' equity	12,159,862	15,326,689
Total liabilities and stockholders' equity	$ 12,440,602	$ 15,719,349

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 951	$ 687
STOCKHOLDERS' EQUITY
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, Authorized	10,000,000	10,000,000
Preferred stock, shares Issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, Authorized	500,000,000	500,000,000
Common stock, shares Issued	87,352,364	87,175,522
Common stock, shares outstanding	87,352,364	87,175,522

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Statement [Abstract]
Revenue
Operating expense
Research and development	745,945	368,954
General and administrative	2,944,377	1,639,068
Total operating expenses	3,690,322	2,008,022
Loss from operations	(3,690,322)	(2,008,022)
Other income (expense)
Interest income	332,240	22,450
Interest expense		(76,831)
Accretion of debt discount		(58,438)
Total other income (expense)	332,240	(112,819)
Net loss	$ (3,358,082)	$ (2,120,841)
Basic and Diluted Loss per Common Share	$ (0.04)	$ (0.03)
Weighted average number of common shares outstanding - basic and diluted	87,237,053	77,748,437

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-In Capital	Retained Earnings	Total
Beginning Balance, Shares at Dec. 31, 2017	76,145,418
Beginning Balance, Amount at Dec. 31, 2017	$ 762	$ 16,404,673	$ (14,740,922)	$ 1,664,513
Issuance of common stock from the exercise of warrants, Shares	569,797
Issuance of common stock from the exercise of warrants, Amount	$ 6	109,994		110,000
Issuance of common stock from the exercise of stock options, Shares	125,307
Issuance of common stock from the exercise of stock options, Amount	$ 1	(1)
November 2018 Private Placement units issued, Shares	9,605,000
November 2018 Private Placement units issued, Amount	$ 96	14,407,404		14,407,500
November 2018 Private Placement units issued for debt conversion, Shares	730,000
November 2018 Private Placement units issued for debt conversion, Amount	$ 7	1,094,993		1,095,000
Stock based compensation		170,517		170,517
Net loss			(2,120,841)	(2,120,841)
Ending Balance, Shares at Dec. 31, 2018	87,175,522
Ending Balance, Amount at Dec. 31, 2018	$ 872	32,187,580	(16,861,763)	15,326,689
Issuance of common stock from the cashless exercise of warrants	$ 2	(2)
Issuance of common stock from the cashless exercise of warrants, shares	176,842
Stock based compensation		191,255		191,255
Net loss			(3,358,082)	(3,358,082)
Ending Balance, Shares at Dec. 31, 2019	87,352,364
Ending Balance, Amount at Dec. 31, 2019	$ 874	$ 32,378,833	$ (20,219,845)	$ 12,159,862

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities
Net loss	$ (3,358,082)	$ (2,120,841)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	264	317
Stock based compensation expense	191,255	170,517
Accretion of debt discount		58,438
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses	66,207	(167,957)
(Decrease) increase in accounts payable	(53,119)	114,827
Increase (decrease) in accounts payable - related parties	(108,696)	(58,333)
(Decrease) increase in interest payable - related parties	(167,497)	76,819
(Decrease) in contract payable		(100,000)
Net cash flows used in operating activities	(3,212,276)	(2,026,213)
Cash flows from investing activity
Net cash flows from investing activity
Cash flows from financing activities
Proceeds from exercise of warrants and issuance of common stock		14,517,500
Net cash flows from financing activities		14,517,500
(Decrease) Increase in cash and cash equivalents	(3,212,276)	12,491,287
Cash and cash equivalents at beginning of period	15,397,524	2,906,237
Cash and cash equivalents at end of period	12,185,248	15,397,524
Supplemental disclosure of cash flow information:
Interest paid in cash	167,497	1,825
Income taxes paid in cash
Supplemental disclosure of non-cash transactions:
Debt conversion		$ 1,095,000

Organization, Nature and Contin

Organization, Nature and Continuance of Operations	12 Months Ended
	Dec. 31, 2019
Notes to Financial Statements
Note 1. Organization, Nature and Continuance of Operations	Note 1. Organization, Nature and Continuance of Operations Organization RenovaCare, Inc., together with its wholly owned subsidiary, focuses on the acquisition, research, development and, if warranted, commercialization of autologous (using a patient's own cells) cellular therapies that can be used for medical and aesthetic applications. On July 12, 2013, the Company, through its wholly owned subsidiary, RenovaCare Sciences Corp., completed the acquisition of its flagship technologies (collectively, the “ CellMist TM SkinGun TM The CellMist TM CellMist TM SkinGun TM Nature and Continuance of Operations The Company does not have any commercialized products. The Company's activities have consisted principally of performing research and development activities and raising capital. These development activities are subject to significant risks and uncertainties, including possible failure of preclinical testing. The Company has not generated any revenue since inception and has sustained recurring losses and negative cash flows from operations since inception. The Company expects to incur losses as it continues development of its products and technologies and expects that it will need to raise additional capital through the sale of its securities to accomplish its business plan and failing to secure such additional funding before achieving sustainable revenue and profit from operations poses a significant risk. The Company's ability to fund the development of its cellular therapies will depend on the amount and timing of cash receipts from future financing activities. There can be no assurance as to the availability or terms upon which such financing and capital might be available. As of December 31, 2019, the Company had $12,185,248 of cash on hand. On January 26, 2018, the Company entered into the first amendment to the convertible promissory note dated September 9, 2016 and the Company entered into the first amendment to the convertible promissory note dated February 23, 2017 both with KCC pursuant to which both notes were amended (with a combined principal balance of $1,095,000) to extend the maturity date to December 31, 2019. On February 13, 2018, the Company received $110,000 upon the exercise of 100,000 Series D Warrants. On November 26, 2018, the Company completed a private placement, whereby the Company received proceeds of $14,407,500 from the sale of common stock and warrants and settled the principal balance of $1,095,000 of the convertible promissory notes. The Company believes that, as a result of the financings, it currently has sufficient cash to meet its funding requirements over the next twelve months following the issuance of this Annual Report on Form 10-K. However, the Company has experienced and continues to experience negative cash flows from operations, as well as an ongoing requirement for substantial additional capital investment. The Company expects that it may need to raise additional capital to accomplish its business plan over the next several years. If additional funding is required, the Company expects to seek to obtain that funding through private equity or convertible debt. There can be no assurance as to the availability or terms upon which such financing and capital might be available.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2019
Notes to Financial Statements
Note 2. Significant Accounting Policies	Note 2. Significant Accounting Policies Principles of Consolidation These consolidated financial statements have been prepared in accordance with US GAAP and include the accounts of the Company and its wholly owned subsidiary, RenovaCare Sciences Corp. All intercompany transactions and balances have been eliminated. RenovaCare Sciences was incorporated under the laws of the State of Nevada on June 12, 2013. New Accounting Standards Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative non-governmental US GAAP as found in the Financial Accounting Standards Board's Accounting Standards Codification. In February 2016, the Financial Accounting Standards Board, (“FASB”) issued ASU No. 2016-02, “Leases (Topic 842)”, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC Topic 842, Leases. ASU 2016-02 requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. ASU 2016-02 also expands the required quantitative and qualitative disclosures surrounding leases. ASU 2016-02 is effective for the Company beginning January 1, 2019. Early adoption is permitted. The Company has determined that the adoption of ASU 2016-02 did not have an impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for the Company beginning in fiscal 2021. The Company is currently assessing the impact that this pronouncement will have on its consolidated financial statements. The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion other than as discussed above. The Company believes that none of the new standards will have a significant impact on the financial statements. Accounting Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results, as determined by future events, may differ from these estimates. Management utilizes various other estimates, including but not limited to, determining the estimated lives of long-lived assets, determining the potential impairment of intangibles, the fair value of warrants issued, the fair value of stock options and other legal claims and contingencies. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents may at times exceed federally insured limits. Fair Value Measurement The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities valued with Level 3 inputs. The Company does not have any assets or liabilities measure at fair value. Fair Value of Financial Instruments The carrying value of cash and cash equivalents and accounts payable approximate their fair value because of the short-term nature of these instruments and their liquidity. The Company is not exposed to significant interest or credit risks arising from these financial instruments. Research and Development Costs The Company intends to outsource its research and development efforts and expense related costs as incurred, including the cost of manufacturing product for testing, licensing fees and costs associated with planning and conducting clinical trials. The value ascribed to patents and other intellectual property acquired will be capitalized as it relates to particular research and development projects that may have alternative future uses and expensed over their useful lives. Equipment Equipment is carried at cost, less accumulated depreciation and amortization. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives Office equipment 3 - 5 Furniture & equipment 5 - 7 Intangible Assets The Company’s intangible asset consists primarily of the CellMist TM The Company assessed the following qualitative factors that could affect any change in the fair value of the intangible asset: analysis of the technology's current phase, additional testing necessary to bring the technology to market, development of competing products, changes in projections caused by delays, changes in regulations, changes in the market for the technology and changes in cost projections to bring the technology to market. Based on a qualitative assessment, management concluded that a positive assertion can be made from the qualitative assessment that it is more likely than not that the intangible asset related to the CellMist TM Stock Options The Company measures all stock-based compensation awards using a fair value method on the date of grant and recognizes such expense in its consolidated financial statements over the requisite service period. The Company uses the Black-Scholes pricing model to determine the fair value of stock-based compensation awards on the date of grant. The Black-Scholes pricing model requires management to make assumptions regarding option lives, expected volatility, and risk free interest rates. Forfeitures are recognized as they occur. The Company’s policy is to issue new shares upon exercise of options Financial Instruments, Warrants and Derivatives The Company reviews its convertible instruments for the existence of embedded conversion features that may require bifurcation. If certain criteria are met, the bifurcated derivative financial instrument is required to be recorded at fair value. The Company also reviews and re-assesses, at each reporting date, any common stock purchase warrants and other freestanding derivative financial instruments and classifies them on the consolidated balance sheet as equity, assets or liabilities based upon the nature of the instruments. Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively. Earnings (Loss) Per Share The Company presents both basic and diluted earnings per share ("EPS") amounts. Basic EPS is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period presented. Diluted EPS amounts are based upon the weighted average number of common and common equivalent shares outstanding during the period presented. The Company has not included the effects of warrants, stock options and convertible debt on net loss per share because to do so would be antidilutive. Following is the computation of basic and diluted net loss per share for the years ended December 31, 2019 and 2018: Years Ended 2019 2018 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders $ (3,358,082 ) $ (2,120,841 ) Denominator: Weighted average number of common shares outstanding 87,237,053 77,748,437 Basic and diluted EPS $ (0.04 ) $ (0.03 ) The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Stock options 2,317,500 317,500 Warrants 13,106,912 13,346,912 Convertible debt – – Total shares not included in the computation of diluted losses per share 15,424,412 13,664,412 Related Party Transactions A related party is generally defined as (i) any person who holds 10% or more of the Company's securities and their immediate families; (ii) the Company's management; (iii) someone who directly or indirectly controls, is controlled by or is under common control with the Company; or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See “Note 8. Related Party Transactions” for further discussion. Concentration of Credit Risk At December31, 2019, U.S. cash balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per institution. Canadian cash balances are insured by the Canada Deposit Insurance Corporation (“CDIC”) up to $100,000 per financial institution. The Company’s cash is primarily held at two financial institutions, and therefore is in excess of the FDIC or CDIC limits. We periodically assess the financial condition of the institutions where we deposit funds.

Assets - Intellectual Property

Assets - Intellectual Property	12 Months Ended
	Dec. 31, 2019
Notes to Financial Statements
Note 3. Assets - Intellectual Property	Note 3. Assets – Intellectual Property On July 12, 2013, the Company, together with its wholly owned subsidiary, RenovaCare Sciences, entered into an asset purchase agreement (“APA”) with Dr. Jörg Gerlach, MD, PhD, pursuant to which RenovaCare Sciences purchased all of Dr. Gerlach’s rights, title and interest in the CellMist TM

Debt

Debt	12 Months Ended
	Dec. 31, 2019
Notes to Financial Statements
Note 4. Debt	Note 4. Debt February 2017 Convertible Promissory Notes Between February 23, 2017 and March 9, 2017, the Company entered into three separate loan agreements containing identical terms (the “ February 2017 Loan Agreements Sierchio Investor KCC Holders February 2017 Notes Per the February 2017 Loan Agreement, the Company issued Sierchio, the Investor and KCC a Series F Stock Purchase Warrant (the “ Series F Warrant The Company calculated the debt discount related to the February 2017 Notes and Series F Warrants by first allocating the respective fair value of the February 2017 Notes and Series F Warrants based upon their relative fair values to the total February 2017 Notes proceeds. The fair value of the Series F Warrant issued with the February 2017 Notes was calculated using the Black-Scholes option pricing model and the following assumptions: exercise price - $3.45 per share as to $420,000 of February 2017 Note principal and $2.90 per share as to $25,000 of February 2017 Note principal; market price of common stock - $3.53 as to $420,000 of February 2017 Note principal and $3.80 per share as to $25,000 of February 2017 Note principal; estimated volatility – 110.0% as to $420,000 of February 2017 Note principal and 116.0% as to $25,000 of February 2017 Note principal; risk free interest rate – 2.13% as to $420,000 of February 2017 Note principal and 1.87% as to $25,000 of February 2017 Note principal; expected dividend rate - 0% and expected life - 5.0 years. The resulting fair value of $211,073 was allocated to the Series F Warrant. The intrinsic value of the beneficial conversion feature amounted to $232,213. The resulting $443,286 discount to the February 2017 Notes is being accreted over their 1.25 year term. The February 2017 Loan Agreements provide the Holders with registration rights for all of the shares issuable upon conversion of the February 2017 Notes, including exercise of the Series F Warrants, beginning on the first anniversary of the February 2017 Loan Agreements. On July 27, 2017, the Company repaid the Investor in full, including $25,000 of note principal and $676 of accrued interest. On October 19, 2017, the Company repaid Sierchio in full, including $25,000 of note principal and $1,149 of accrued interest. On January 29, 2018, KCC and the Company entered into an Amendment No. 1 to the February 2017 Note whereby the maturity date of the KCC February Note was extended from February 23, 2018 to December 31, 2019. On November 26, 2018, KCC and the Company entered into an Amendment No. 2 to the February 2017 Note whereby the principal amount was settled by the issuance of 296,667 units of the Company’s equity securities (the “ Units Series I Warrants The Series I Warrants do not have a cashless exercise provision. KCC does not have any registration rights with respect to the shares comprising a part of the Units or issuable upon exercise of the Series I Warrants. The remaining interest payable at the end of December 31, 2018 was paid off in full on July 22 and 24, 2019. The Company does not have any debt on its balance sheet as of December 31, 2019. During the year ended December 31, 2019 and 2018, the Company recognized $0 and $27,151 of interest expense and $0 and $58,438 of accretion related to the debt discount, respectively. September 9, 2016 Convertible Promissory Note On September 9, 2016, the Company entered into a loan agreement (the “ Loan Agreement Note Units Series I Warrants The Series I Warrants do not have a cashless exercise provision. KCC does not have any registration rights with respect to the shares comprising a part of the Units or issuable upon exercise of the Series I Warrants. Per the Loan Agreement, the Company issued KCC a Series E Stock Purchase Warrant (the “ Series E Warrant The Company calculated the debt discount related to the Note and Series E Warrant by first allocating the respective fair value of the Note and Series E Warrant based upon their relative fair values to the total Note proceeds. The fair value of the Series E Warrant issued with the Note was calculated using the Black-Scholes option pricing model and the following assumptions: exercise price - $1.25 per share; market price of common stock - $1.54 per share; estimated volatility – 92.3%; risk free interest rate - 1.23%; expected dividend rate - 0% and expected life - 5.0 years. The resulting fair value of $340,735 was allocated to the Series E Warrant. The intrinsic value of the beneficial conversion feature amounted to $359,265. The resulting $700,000 discount to the Note is being accreted over their 1.25 year term. During the years ended December 31, 2019 and 2018, the Company recognized $0 and $49,680, respectively, of interest expense. There was no recognition of accretion related to the debt discount. Accrued interest was $0 and $167,497 at December 31, 2019 and 2018, respectively.

Common Stock and Warrants

Common Stock and Warrants	12 Months Ended
	Dec. 31, 2019
Notes to Financial Statements
Note 5. Common Stock and Warrants	Note 5. Common Stock and Warrants Common Stock At December 31, 2019, the Company had 500,000,000 authorized shares of common stock with a par value of $0.00001 per share, 87,352,364 shares of common stock outstanding and 17,440,765 shares reserved for issuance under the Company’s 2013 Long-Term Incentive Plan (the “2013 Plan”) as adopted and approved by the Company’s Board of Directors (the “Board”) on June 20, 2013 that provides for the grant of stock options to employees, directors, officers and consultants. See “Note 6. Stock Options” for further discussion. During the year ended December 31, 2019, the Company had the following common stock related transactions: • On August 26, 2019, Dr. Gerlach exercised a Series A Warrant to purchase up to 240,000 shares, on a cashless basis, resulting in the issuance of 176,842 shares of common stock. During the year ended December 31, 2018, the Company had the following common stock related transactions: • On February 3, 2018, Thomas Bold, the Company’s President, CEO and Interim Chief Financial Officer exercised options to purchase up to 60,000 shares, on a cashless basis, resulting in the issuance of 44,083 shares of common stock. • On February 11, 2018, a consultant exercised options to purchase up to 40,000 shares, on a cashless basis, resulting in the issuance of 17,480 shares of common stock. • On February 12, 2018, Dr. Gerlach exercised a Series A Warrant to purchase up to 480,000 shares, on a cashless basis, resulting in the issuance of 457,480 shares of common stock. • On February 13, 2018, the Company issued 100,000 shares of common stock, upon the exercise of a Series D Warrant at an exercise price of $1.10 per share resulting in $110,000 of proceeds to the Company. • On February 22, 2018, Kenneth Kirkland, a member of the Company’s board of directors, exercised options to purchase up to 50,000 shares, on a cashless basis, resulting in the issuance of 41,033 shares of common stock. · On February 22, 2018, Joseph Sierchio, a member of the Company’s board of directors 1) exercised options to purchase up to 37,500 shares, on a cashless basis, resulting in the issuance of 22,711 shares of common stock; 2) exercised a Series F Warrant to purchase up to 7,246 shares, on a cashless basis, resulting in the issuance of 4,899 shares of common stock; and 3) exercised a Series H Warrant to purchase up to 10,000 shares, on a cashless basis, resulting in the issuance of 7,418 shares of common stock. · On November 26, 2018, the Company entered into Subscription Agreements (each, a “ Subscription Agreement Units Offering Series I Warrants Warrants The following table summarizes information about warrants outstanding at December 31, 2019 and 2018: Shares of Common Stock Issuable Weighted December 31, December 31, Exercise Description 2019 2018 Price Expiration Series A 0 240,000 $ – July 12, 2019 Series D 810,000 810,000 $ 1.10 June 5, 2020 Series E 584,416 584,416 $ 1.54 September 8, 2021 Series F 7,246 7,246 $ 3.45 February 23, 2022 & March 9, 2022 Series G 460,250 460,250 $ 2.68 July 21, 2022 Series H 910,000 910,000 $ 2.75 October 16, 2022 Series I 10,335,000 10,335,000 $ 2.00 November 26, 2025 Total 13,106,912 13,346,912 As consideration for the CellMist TM Series D Warrants with an exercise price of $1.10 to purchase 1,010,000 shares of common stock were issued on June 5, 2015 in connection with the sale of units pursuant to a private placement. On December 6, 2016, 100,000 Series D Warrants were exercised resulting in the Company receiving $110,000 of proceeds. On February 13, 2018, an additional 100,000 Series D Warrants were exercised resulting in the Company receiving $110,000 of proceeds A Series E Warrant to purchase 584,416 shares of common stock was issued on September 9, 2016 in connection with the Loan Agreement. See “Note 4. Debt” for further discussion. Three Series F Warrants to purchase 128,985 shares of common stock were issued between February 22, 2017 and March 9, 2017 in connection with the February 2017 Loan Agreements. On June 28, 2017, KCC exercised 114,493 Series F Warrants for $3.01 per share resulting in the issuance of 114,493 shares of common stock and proceeds of $344,624. See “Note 4. Debt” for further discussion. On February 22, 2018, Joseph Sierchio exercised a Series F Warrant to purchase up to 7,246 shares on a cashless basis and the Company issued him 4,899 shares of common stock. The Series G Warrants to purchase 460,250 shares of common stock were issued on July 21, 2017 in connection with the sale of units pursuant to the July 2017 Private Placement. S The Series H Warrants to purchase 920,000 shares of common stock were issued on October 16, 2017 in connection with the sale of units pursuant to the October 2017 Private Placement. S The Series I Warrants to purchase up to 10,350,000 shares of common stock were issued on November 26, 2018 in connection with the sale of units pursuant to the November 26, 2018 private placement. One (1) Series I Stock Purchase Warrant to purchase one (1) share of common stock at a price of $2.00 per share for a period of seven (7) years commencing on the date the Warrants are first issued. The Series I Warrants do not have a cashless exercise provision. KCC does not have any registration rights with respect to the shares comprising a part of the Units or issuable upon exercise of the Series I Warrants.

Stock Options

Stock Options	12 Months Ended
	Dec. 31, 2019
Notes to Financial Statements
Note 6. Stock Options	Note 6. Stock Options On June 20, 2013, the Company’s Board adopted the 2013 Long-Term Incentive Plan and on November 15, 2013, a stockholder owning a majority of the Company’s issued and outstanding stock approved adoption to the 2013 Plan. Pursuant to the terms of the 2013 Plan, an aggregate of 20,000,000 shares of the Company’s common stock are reserved for issuance to the Company’s officers, directors, employees and consultants in order to attract and hire key technical personnel and management. Options granted to employees under the 2013 Plan, including directors and officers who are employees, may be incentive stock options or non-qualified stock options; options granted to others under the 2013 Plan are limited to non-qualified stock options. As of December 31, 2019, there were 17,440,765 shares available for grant. The 2013 Plan is administered by the Board or a committee designated by the Board. Subject to the provisions of the 2013 Plan, the Board has the authority to determine the officers, employees and consultants to whom options will be granted, the number of shares covered by each option, vesting rights and the terms and conditions of each option that is granted to them; however, no person may be granted in any of the Company's fiscal year, options to purchase more than 2,000,000 shares under the 2013 Plan, and the aggregate fair market value (determined at the time the option is granted) of the shares with respect to which incentive stock options are exercisable for the first time by an optionee during any calendar year cannot exceed $100,000. Options granted pursuant to the 2013 Plan are exercisable no later than ten years after the date of grant. The exercise price per share of common stock for options granted under the 2013 Plan will be the fair market value of the Company's common stock on the date of grant, using the closing price of the Company's common stock on the last trading day prior to the date of grant, except for incentive stock options granted to a holder of ten percent or more of the Company's common stock, for whom the exercise price per share will not be less than 110% of the fair market value. No option can be granted under the 2013 Plan after June 20, 2023. Stock Option Activity The following table summarizes stock option activity for the period ended December 31, 2019: Number of Weighted Weighted Average Aggregate Outstanding at December 31, 2018 317,500 3.41 Grants 2,000,000 Forfeited – Exercises – – Outstanding at December 31, 2019 2,317,500 5.68 $ 1,460,507 Exercisable at December 31, 2019 317,500 4.42 $ 164,975 Available for grant at December 31, 2019 17,440,765 The fair value of each stock option is estimated at the date of grant using the Black-Scholes option pricing model. There were 2,000,000 stock options granted during the year ended December 31, 2019 to CEO, Alan L. Rubino. During the year ended December 31, 2019, there were no options exercised on a cashless basis. Non-employee options are re-measured each reporting period and adjusted to reflect the re-measurement. Final re-measurement was done during the year ended December 31, 2019 when the options fully vested. Assumptions regarding volatility, expected term, dividend yield and risk-free interest rate are required for the Black-Scholes model. The volatility assumption is based on the Company's historical experience. The risk-free interest rate is based on a U.S. treasury note with maturity similar to the option award's expected life. The expected life represents the average period of time that options granted are expected to be outstanding. The assumptions for volatility, expected life, dividend yield and risk-free interest rate for options granted are presented in the table below: Years Ended December 31, 2019 2018 Risk-free interest rate 1.65 % 2.97 % Expected life in years 3.33 5.5 Weighted Avg. Expected Volatility 102 % 108 % Expected dividend yield 0 0 The share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time is expensed ratably over the respective vesting periods. During the years December 31, 2019 and 2018, the Company recognized $191,255 and $170,517, respectively, in share-based compensation. As of December 31, 2019, the Company had $2,236,541 unrecognized compensation cost related to unvested stock options to be amortized through 2022. Stock-based compensation has been included in the consolidated statement of operations as follows: Years Ended December 31, 2019 2018 Research and development $ – $ 27,967 General and administrative 191,255 142,550 Total $ 191,255 $ 170,517 The following table summarizes information about stock options outstanding and exercisable at December 31, 2019: Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Number of Shares Weighted Weighted Number of Weighted Weighted 1.05 55,000 4.25 1.05 55,000 4.25 1.05 1.25 7,500 5.46 1.25 7,500 5.46 1.25 1.34 7,500 5.50 1.34 7,500 5.50 1.34 1.70 7,500 5.79 1.70 7,500 5.79 1.70 1.98 667,800 5.88 1.98 – 5.88 – 2.28 7,500 5.55 2.28 7,500 6.55 2.28 2.48 667,800 5.88 2.48 – 5.88 – 3.23 664,400 5.88 3.23 – 5.88 – 4.20 232,500 5.36 4.20 232,500 6.36 4.20 Total 2,317,500 5.68 $ 2.54 317,500 4.42 $ 3.41

Commitments

Commitments	12 Months Ended
	Dec. 31, 2019
Notes to Financial Statements
Note 7. Commitments	Note 7. Commitments Effective March 1, 2015, the Company entered into a lease agreement (the “Lease”) in the Pittsburgh Life Sciences Greenhouse at a monthly rate of $750. The Lease was renewed effective March 1, 2016 at a monthly rate of $800 through August 30, 2018. The lease was terminated in 2019. Rent expense for the years ended December 31, 2019 and 2018 was $0 and $6,400, respectively. The Company has subsequently entered into a lease for premises located at 4 Becker Farm Road, Suite 105, Roseland, New Jersey. See “Note 10. Subsequent Events” for further discussion. In connection with the Company’s anticipated regulatory filings, the Company has engaged StemCell Systems GmbH (“StemCell Systems”) to provide it with prototypes and related documents under various agreements. Pursuant to these engagements the Company incurred expenses of $314,189 and $80,229 during the years ended December 31, 2019 and 2018, respectively. Dr. Gerlach, from whom the Company purchased the “SkinGun TM TM On June 3, 2019, the Company entered into a Charitable Gift Agreement with the University of Pittsburgh (“University”), pursuant to which the Company committed to provide a charitable donation to the University in the agreement amount of $250,000 (the “Grant”). The Company will pay the Grant in four quarterly installments with the first payment made on or before July 1, 2019. During the years ended December 31, 2019 and 2018, the Company made payments totaling $125,000 and $0, respectively. At December 31, 2019, the balance remaining under this gift was $187,500 of which $62,500 was paid subsequent to December 31, 2019. Due to the terms of the Grant, the Company will recognize the related expense upon payment. Dr. Gerlach, from whom the Company purchased the SkinGun TM See also “Note 8. Related Party Transactions.”

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2019
Notes to Financial Statements
Note 8. Related Party Transactions	Note 8. Related Party Transactions As compensation for their service on the Board, Dr. Kirkland and Mr. Sierchio receive an annual retainer of $6,000, payable in equal quarterly installments in arrears. Additionally, on March 15, 2016, the Company granted to each of Dr. Kirkland and Mr. Sierchio an incentive stock option to purchase up to 50,000 shares of the Company’s common stock at an exercise price of $1.91 per share; and on May 11, 2017, the Company granted to each of Dr. Kirkland and Mr. Sierchio an incentive stock option to purchase up to 75,000 shares of the Company’s common stock at an exercise price of $4.20 per share. The 50,000 options became fully vested upon grant and the 75,000 options vested 50% on the date of grant and 50% one year hence. The options may be exercised on a “cashless basis” using the formula contained therein. Compensation expense of $0 and $86,325 with respect to these options was recorded during the years ended December 31, 2019 and 2018 respectively. Effective July 1, 2018, Joseph Sierchio resigned his position as a Company director. The law firm of Satterlee Stephens LLP (“Satterlee”), of which Joseph Sierchio was a partner, continued to provide counsel to the Company through July 31, 2019, following which Mr. Sierchio commenced providing, through Sierchio Law LLP, general corporate counsel services to the Company. During the years ended December 31, 2019 and 2018, the Company recognized $384,021 and $577,718 of fees for legal services billed by Satterlee. At December 31, 2019 and 2018, accounts payable to Satterlee amounted to $0 and $171,828, respectively. During 2019, the Company recognized $72,917 for legal services billed by Sierchio Law, LLP. At December 31, 2019, there were no amounts due to Sierchio Law, LLP. In connection with the Company’s anticipated FDA and other regulatory filings, the Company engaged StemCell Systems to undertake engineering work, perform preclinical testing and performance measurements, manufacture prototypes, and generate documentation. Pursuant to this engagement the Company incurred expenses of $314,189 and $80,229 in during the years ended December 31, 2019 and 2018, respectively. Dr. Gerlach, from whom the Company purchased the CellMist TM Dr. Gerlach is entitled to payments for consulting services. During the years ended December 31, 2019 and 2018, the Company recognized expenses related to Dr. Gerlach services of $0 and $7,020, respectively. Accounts payable to Dr. Gerlach amounted to $0 and $0 at December 31, 2019 and 2018, respectively. On March 30, 2019, Mr. Bold resigned his position as the Company’s President and as a member of the Board of Directors. Mr. Bold will continue to provide consulting services to the company pursuant to an at will consulting agreement. During the years ended December 31, 2019 and 2018, the Company recognized expenses related to Mr. Bold’s services of $43,000 and $100,000 respectively. On August 1, 2013, the Company entered into a consulting agreement, as amended on May 1, 2016 (collectively, the “Prior JSB Consulting Agreements”), with Jatinder Bhogal, an individual, beneficially owning in excess of 5% of the Company’s issued and outstanding shares of common stock, to provide consulting services to the Company through his wholly owned company, Vector Asset Management, Inc. (“VAM”). Pursuant to the consulting agreement Vector assisted the Company with identifying subject matter experts in the medical device and biotechnology industries and assisted the Company with its ongoing research, development and eventual commercialization of its Regeneration Technology. Pursuant to the amendment the monthly consulting fee was increased to $6,800 from $5,000. On June 22, 2018, the Company and VAM entered into an Executive Consulting Agreement (“ECA”) whereby VAM will cause Mr. Bhogal, and Mr. Bhogal has agreed-to, serve as the Company’s Chief Operating Officer pursuant to the terms of the ECA. The ECA supersedes the Prior JSB Consulting Agreement. Pursuant to the ECA, VAM receives compensation in the amount of $120,000 per year. During the year ended December 31, 2019 and 2018, the Company recognized expenses of $120,850 and $103,467, respectively for consulting services provided by VAM. On September 9, 2016, the Company entered into the Loan Agreement with KCC whereby KCC loaned the Company $700,000 at an interest rate of 7%. The Note was amended on January 29, 2018 to extend the maturity date to December 31, 2019. Per the Loan Agreement, the Company issued KCC a Series E Warrant to purchase up to 584,416 shares of the Company’s common stock. See “Note 4. Debt” for further discussion. On February 23, 2017, the Company entered into two of the February 2017 Loan Agreements with Sierchio and KCC pursuant to which Sierchio loaned the Company $25,000 and KCC loaned $395,000 at an interest rate of 7%. On October 19, 2017, the Company repaid the Sierchio in full, including $25,000 of note principal and $1,149 of accrued interest. The remaining note with KCC was amended on January 29, 2018 to extend the maturity date to December 31, 2019. Per the February 2017 Loan Agreement, the Company issued Sierchio, and KCC a Series F Warrant to purchase up to 7,246 shares and 114,493 shares, respectively, of the Company’s common stock. See “Note 5, Debt” for further discussion. On July 21, 2017, the Company entered into the July 2017 Private Placement with KCC for the sale of 410,000 units at a price of $2.44 per unit for $1,000,400 in aggregate proceeds. Each unit consisted of one share of common stock and one Series G Warrant to purchase one (1) share of common stock at an exercise price of $2.68 per share through July 21, 2022. The warrants may be exercised on a cashless basis. See “Note 5. Common Stock and Warrants” for further discussion. On February 12, 2018, Dr. Gerlach exercised a Series A Warrant to purchase up to 480,000 shares, on a cashless basis, resulting in the issuance of 457,480 shares of common stock. On February 22, 2018, Kenneth Kirkland, a member of the Company’s board of directors, exercised options to purchase up to 50,000 shares, on a cashless basis, resulting in the issuance of 41,033 shares of common stock. On February 22, 2018, Mr. Sierchio, a member of the Company’s board of directors until his resignation effective July 1, 2018, 1) exercised options to purchase up to 37,500 shares, on a cashless basis, resulting in the issuance of 22,711 shares of common stock; 2) exercised a Series F Warrant to purchase up to 7,246 shares, on a cashless basis, resulting in the issuance of 4,899 shares of common stock; and 3) exercised a Series H Warrant to purchase up to 10,000 shares, on a cashless basis, resulting in the issuance of 7,418 shares of common stock. On February 3, 2018, Thomas Bold, the Company’s former President, exercised options to purchase up to 60,000 shares, on a cashless basis, resulting in the issuance of 44,086 shares of common stock. During the year ended December 31, 2018, the Company was offered executive office space located at 9375 E. Shea Blvd., Suite 107-A, Scottsdale, AZ 85260 for consideration of $1 per year. The executive office space is owned indirectly by Harmel S. Rayat, the Company’s majority shareholder and Chairman and CEO.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2019
Notes to Financial Statements
Note 9. Income Taxes	Note 9. Income Taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized. There is no current or deferred tax expense for 2019 and 2018, due to the Company’s loss position. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes and has recorded a full valuation allowance against the deferred tax asset. The income tax effect of temporary differences comprising the deferred tax assets and deferred tax liabilities is a result of the following at December 31: 2019 2018 Deferred tax assets (liability): Net operating loss and contribution carryforwards $ 3,838,000 $ 3,068,000 Intangible asset (14,000 ) 85,000 Capital loss carryforward – 146,000 Stock-based compensation 248,000 208,000 4,072,000 3,361,000 Valuation allowance (4,072,000 ) (3,361,000 ) Net deferred tax assets $ – $ – The 2019 increase in the valuation allowance was $711,000 compared to an increase of $403,000 in 2018. The Company has available net operating loss and contribution carryforwards of approximately $18,277,000 for tax purposes to offset future taxable income which $11,592,000 incurred prior to 2018 expire through the year 2037 while $6,685,000 incurred subsequent do not expire. The capital loss carryforward expired during 2018. Pursuant to the Tax Reform Act of 1986, annual utilization of the Company’s net operating loss and contribution carryforwards may be limited if a cumulative change in ownership of more than 50% is deemed to occur within any three-year period. The tax years 2016 through 2019 remain open to examination by federal agencies and other jurisdictions in which it operates. A reconciliation between the statutory federal income tax rate and the effective rate of income tax expense for the years ended December 31 follows: 2019 2018 Statutory federal income tax rate 21 % 21 % Permanent differences and other 0 % (2 %) Valuation allowance (21 )% (19 %) Total 0 % 0 %

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2019
Notes to Financial Statements
Note 10. Subsequent Events	Note 10. Subsequent Events Management has reviewed material events subsequent of the period ended December 31, 2019 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events.” On January 2 2020, the Company granted Alan L. Rubino, an option to purchase up to 620,571 shares of the Company’s common stock at a price of $3.20. The option was granted in fulfillment of the Company’s obligation under the terms of the Employment Agreement dated November 15, 2019 between the Company and Mr. Rubino. The Company has entered into a two-year lease dated February 18, 2020 for offices premises located at 4 Becker Farm Road, Suite 105, Roseland, New Jersey. Monthly base rent in year one of the lease is $3,998; and $4,100 in year 2 of the lease. The lease term (and payment of the monthly rent) commences (the “commencement date”) upon substantial completion of landlord’s work, which is expected to occur on or before May 31, 2020, subject to potential further delays as a result of the COVID-19 pandemic discussed below. The lease terminates on the last day of the calendar month immediately preceding the calendar month in which the second anniversary of the commencement date occurs. The Company already has been impacted by the measures taken by government officials to contain the spread of COVID-19. The Company’s President and Chief Executive Officer and outside financial consultant are located in New Jersey. The governors of New York and New Jersey have announced statewide stay at home orders in attempt to prevent the further spread of COVID-19 in their respective states. Construction was stopped on the Company’s new offices in New Jersey due to Federal and State restrictions. However, it is not possible at this time to fully assess the impact of the COVID-19 pandemic on the Company’s operations and capital requirements. Should the COVID-19 pandemic continue, it may adversely affect the Company’s ability to (i) retain employees and consultants; (ii) obtain additional financing on terms acceptable to the Company, if at all; (iii) delay regulatory submissions and approvals; (iv) delay, limit or preclude the Company from securing clinical study sites; (v) delay, limit or preclude the Company from achieving technology or product development goals, milestones, or objectives; and (vi) preclude or delay entry into joint venture or partnership arrangements. The occurrence of any one or more of such events may affect the Company’s ability to continue on its pathway to commercialization of its technology or products.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2019
Significant Accounting Policies Policies
Principles of Consolidation	Principles of Consolidation These consolidated financial statements have been prepared in accordance with US GAAP and include the accounts of the Company and its wholly owned subsidiary, RenovaCare Sciences Corp. All intercompany transactions and balances have been eliminated. RenovaCare Sciences was incorporated under the laws of the State of Nevada on June 12, 2013.
New Accounting Standards	New Accounting Standards Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative non-governmental US GAAP as found in the Financial Accounting Standards Board's Accounting Standards Codification. In February 2016, the Financial Accounting Standards Board, (“FASB”) issued ASU No. 2016-02, “Leases (Topic 842)”, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC Topic 842, Leases. ASU 2016-02 requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. ASU 2016-02 also expands the required quantitative and qualitative disclosures surrounding leases. ASU 2016-02 is effective for the Company beginning January 1, 2019. Early adoption is permitted. The Company has determined that the adoption of ASU 2016-02 did not have an impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for the Company beginning in fiscal 2021. The Company is currently assessing the impact that this pronouncement will have on its consolidated financial statements. The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion other than as discussed above. The Company believes that none of the new standards will have a significant impact on the financial statements.
Accounting Estimates	Accounting Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results, as determined by future events, may differ from these estimates. Management utilizes various other estimates, including but not limited to, determining the estimated lives of long-lived assets, determining the potential impairment of intangibles, the fair value of warrants issued, the fair value of stock options and other legal claims and contingencies.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents may at times exceed federally insured limits.
Fair Value Measurement	Fair Value Measurement The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities valued with Level 3 inputs. The Company does not have any assets or liabilities measure at fair value.
Fair Value of Financial Instruments	Research and Development Costs The Company intends to outsource its research and development efforts and expense related costs as incurred, including the cost of manufacturing product for testing, licensing fees and costs associated with planning and conducting clinical trials. The value ascribed to patents and other intellectual property acquired will be capitalized as it relates to particular research and development projects that may have alternative future uses and expensed over their useful lives.
Research and Development Costs	Fair Value of Financial Instruments The carrying value of cash and cash equivalents and accounts payable approximate their fair value because of the short-term nature of these instruments and their liquidity. The Company is not exposed to significant interest or credit risks arising from these financial instruments.
Equipment	Equipment Equipment is carried at cost, less accumulated depreciation and amortization. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives Office equipment 3 - 5 Furniture & equipment 5 - 7
Intangible Assets	Intangible Assets The Company’s intangible asset consists primarily of the CellMist TM The Company assessed the following qualitative factors that could affect any change in the fair value of the intangible asset: analysis of the technology's current phase, additional testing necessary to bring the technology to market, development of competing products, changes in projections caused by delays, changes in regulations, changes in the market for the technology and changes in cost projections to bring the technology to market. Based on a qualitative assessment, management concluded that a positive assertion can be made from the qualitative assessment that it is more likely than not that the intangible asset related to the CellMist TM
Stock Options	Stock Options The Company measures all stock-based compensation awards using a fair value method on the date of grant and recognizes such expense in its consolidated financial statements over the requisite service period. The Company uses the Black-Scholes pricing model to determine the fair value of stock-based compensation awards on the date of grant. The Black-Scholes pricing model requires management to make assumptions regarding option lives, expected volatility, and risk free interest rates. Forfeitures are recognized as they occur. The Company’s policy is to issue new shares upon exercise of options.
Financial Instruments, Convertible Instruments, Warrants and Derivatives	Financial Instruments, Warrants and Derivatives The Company reviews its convertible instruments for the existence of embedded conversion features that may require bifurcation. If certain criteria are met, the bifurcated derivative financial instrument is required to be recorded at fair value. The Company also reviews and re-assesses, at each reporting date, any common stock purchase warrants and other freestanding derivative financial instruments and classifies them on the consolidated balance sheet as equity, assets or liabilities based upon the nature of the instruments.
Income Taxes	Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively.
Earnings (Loss) Per Share	Earnings (Loss) Per Share The Company presents both basic and diluted earnings per share ("EPS") amounts. Basic EPS is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period presented. Diluted EPS amounts are based upon the weighted average number of common and common equivalent shares outstanding during the period presented. The Company has not included the effects of warrants, stock options and convertible debt on net loss per share because to do so would be antidilutive. Following is the computation of basic and diluted net loss per share for the years ended December 31, 2019 and 2018: Years Ended 2019 2018 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders $ (3,358,082 ) $ (2,120,841 ) Denominator: Weighted average number of common shares outstanding 87,237,053 77,748,437 Basic and diluted EPS $ (0.04 ) $ (0.03 ) The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Stock options 2,317,500 317,500 Warrants 13,106,912 13,346,912 Convertible debt – – Total shares not included in the computation of diluted losses per share 15,424,412 13,664,412
Related Party Transactions	Related Party Transactions A related party is generally defined as (i) any person who holds 10% or more of the Company's securities and their immediate families; (ii) the Company's management; (iii) someone who directly or indirectly controls, is controlled by or is under common control with the Company; or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See “Note 8. Related Party Transactions” for further discussion.
Concentration of Credit Risk	Concentration of Credit Risk At December31, 2019, U.S. cash balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per institution. Canadian cash balances are insured by the Canada Deposit Insurance Corporation (“CDIC”) up to $100,000 per financial institution. The Company’s cash is primarily held at two financial institutions, and therefore is in excess of the FDIC or CDIC limits. We periodically assess the financial condition of the institutions where we deposit funds.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2019
Significant Accounting Policies Tables
Summary of computation of depreciation	The estimated useful lives of depreciable assets are: Estimated Useful Lives Office equipment 3 - 5 Furniture & equipment 5 - 7
Summary of computation of basic and diluted net loss per share	Following is the computation of basic and diluted net loss per share for the years ended December 31, 2019 and 2018: Years Ended 2019 2018 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders $ (3,358,082 ) $ (2,120,841 ) Denominator: Weighted average number of common shares outstanding 87,237,053 77,748,437 Basic and diluted EPS $ (0.04 ) $ (0.03 ) The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Stock options 2,317,500 317,500 Warrants 13,106,912 13,346,912 Convertible debt – – Total shares not included in the computation of diluted losses per share 15,424,412 13,664,412

Common Stock and Warrants (Tabl

Common Stock and Warrants (Tables)	12 Months Ended
	Dec. 31, 2019
Common Stock And Warrants Tables
Summary of warrants outstanding	The following table summarizes information about warrants outstanding at December 31, 2019 and 2018: Shares of Common Stock Issuable Weighted December 31, December 31, Exercise Description 2019 2018 Price Expiration Series A 0 240,000 $ – July 12, 2019 Series D 810,000 810,000 $ 1.10 June 5, 2020 Series E 584,416 584,416 $ 1.54 September 8, 2021 Series F 7,246 7,246 $ 3.45 February 23, 2022 & March 9, 2022 Series G 460,250 460,250 $ 2.68 July 21, 2022 Series H 910,000 910,000 $ 2.75 October 16, 2022 Series I 10,335,000 10,335,000 $ 2.00 November 26, 2025 Total 13,106,912 13,346,912

Stock Options (Tables)

Stock Options (Tables)	12 Months Ended
	Dec. 31, 2019
Stock Options Tables
Summary of stock option activity	The following table summarizes stock option activity for the period ended December 31, 2019: Number of Weighted Weighted Average Aggregate Outstanding at December 31, 2018 317,500 3.41 Grants 2,000,000 Forfeited – Exercises – – Outstanding at December 31, 2019 2,317,500 5.68 $ 1,460,507 Exercisable at December 31, 2019 317,500 4.42 $ 164,975 Available for grant at December 31, 2019 17,440,765
Summary of assumption of stock option activity	The assumptions for volatility, expected life, dividend yield and risk-free interest rate for options granted are presented in the table below: Years Ended December 31, 2019 2018 Risk-free interest rate 1.65 % 2.97 % Expected life in years 3.33 5.5 Weighted Avg. Expected Volatility 102 % 108 % Expected dividend yield 0 0
Summary of consolidated statement of operations	Stock-based compensation has been included in the consolidated statement of operations as follows: Years Ended December 31, 2019 2018 Research and development $ – $ 27,967 General and administrative 191,255 142,550 Total $ 191,255 $ 170,517
Summary of stock options outstanding and exercisable	The following table summarizes information about stock options outstanding and exercisable at December 31, 2019: Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Number of Shares Weighted Weighted Number of Weighted Weighted 1.05 55,000 4.25 1.05 55,000 4.25 1.05 1.25 7,500 5.46 1.25 7,500 5.46 1.25 1.34 7,500 5.50 1.34 7,500 5.50 1.34 1.70 7,500 5.79 1.70 7,500 5.79 1.70 1.98 667,800 5.88 1.98 – 5.88 – 2.28 7,500 5.55 2.28 7,500 6.55 2.28 2.48 667,800 5.88 2.48 – 5.88 – 3.23 664,400 5.88 3.23 – 5.88 – 4.20 232,500 5.36 4.20 232,500 6.36 4.20 Total 2,317,500 5.68 $ 2.54 317,500 4.42 $ 3.41

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2019
Income Taxes Tables
Schedule of deferred tax assets and liabilities	The income tax effect of temporary differences comprising the deferred tax assets and deferred tax liabilities is a result of the following at December 31: 2019 2018 Deferred tax assets (liability): Net operating loss and contribution carryforwards $ 3,838,000 $ 3,068,000 Intangible asset (14,000 ) 85,000 Capital loss carryforward – 146,000 Stock-based compensation 248,000 208,000 4,072,000 3,361,000 Valuation allowance (4,072,000 ) (3,361,000 ) Net deferred tax assets $ – $ –
Reconciliation of the statutory federal income tax expense (benefit)	A reconciliation between the statutory federal income tax rate and the effective rate of income tax expense for the years ended December 31 follows: 2019 2018 Statutory federal income tax rate 21 % 21 % Permanent differences and other 0 % (2 %) Valuation allowance (21 )% (19 %) Total 0 % 0 %

Organization, Nature and Cont_2

Organization, Nature and Continuance of Operations (Details Narrative) - USD ($)	1 Months Ended
	Nov. 26, 2018	Feb. 13, 2018	Feb. 23, 2017	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Cash and cash equivalents				$ 12,185,248	$ 15,397,524	$ 2,906,237
Series D Warrants [Member}
Proceeds from issuance of common stock		$ 110,000
Issuance of common stock		100,000
Promissory note [Member] | KCC pursuant [Member]
Principal amount			$ 1,095,000
Maturity date			Dec. 31, 2019
Private Placement [Member]
Proceeds on Sale of common stock and warrants	$ 14,407,500
Settlement of principal amount	$ 14,407,500

Significant Accounting Polici_4

Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2019
Office equipment [Member] | Minimum [Member]
Estimated Useful Lives	3 years
Office equipment [Member] | Maximum [Member]
Estimated Useful Lives	5 years
Furniture & equipment [Member] | Minimum [Member]
Estimated Useful Lives	5 years
Furniture & equipment [Member] | Maximum [Member]
Estimated Useful Lives	7 years

Significant Accounting Polici_5

Significant Accounting Policies (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Numerator:
Loss available to common stockholders'	$ (3,358,082)	$ (2,120,841)
Denominator:
Weighted average number of common shares outstanding	87,237,053	77,748,437
Basic and diluted EPS	$ (0.04)	$ (0.03)
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented:
Total shares not included in the computation of diluted losses per share	15,424,412	13,664,412
Stock options [Member]
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented:
Total shares not included in the computation of diluted losses per share	2,317,500	317,500
Warrants [Member]
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented:
Total shares not included in the computation of diluted losses per share	13,106,912	13,346,912
Convertible debt [Member]
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented:
Total shares not included in the computation of diluted losses per share

Significant Accounting Polici_6

Significant Accounting Policies (Details Narrative)	12 Months Ended
	Dec. 31, 2019USD ($)
Significant Accounting Policies Details Narrative
State Country Name	NV
Date of Incorporation	Jun. 12, 2013
FDIC Limit	$ 250,000

Assets - Intellectual Property

Assets - Intellectual Property (Details Narrative) - USD ($)	1 Months Ended
	Jul. 31, 2013	Dec. 31, 2019	Dec. 31, 2018
Intangible Assets		$ 152,854	$ 152,854
Asset purchase agreement [Member] | Dr. Gerlach [Member]
Acquisition related costs	$ 52,852
Closing cash payment	$ 100,002

Debt (Details Narrative)

Debt (Details Narrative) - USD ($)

Mar. 09, 2017

Sep. 09, 2016

Nov. 26, 2018

Dec. 31, 2019

Dec. 31, 2018

Feb. 22, 2018

Feb. 12, 2018

Feb. 03, 2018

Oct. 19, 2017

Jul. 27, 2017

May 11, 2017

Feb. 23, 2017

Feb. 17, 2017

Jan. 10, 2017

Interest expense

$ 76,831

Common stock shares reserved under stock option plan

102,582

Estimated volatility

102.00%

108.00%

Risk free interest rate

1.65%

2.97%

Expected dividend rate

0.00%

0.00%

Expected life

3 years 3 months 29 days

5 years 6 months

Debt discount

$ 58,438

Kenneth Kirkland [Member]

Common stock shares reserved under stock option plan

50,000

50,000

Joseph Sierchio [Member]

Common stock shares reserved under stock option plan

50,000

50,000

75,000

Joseph Sierchio [Member]

Common stock shares reserved under stock option plan

37,500

Thomas bold [Member]

Common stock shares reserved under stock option plan

60,000

Thomas bold [Member] | Chief Financial Officer [Member]

Common stock shares reserved under stock option plan

40,000

Loan agreement [Member] | KCC [Member]

Interest expense

$ 0

$ 49,680

Accretion of debt discount

0

0

Accrued interest

$ 0

$ 167,497

Convertible debt financing, Maximum amount

$ 900,000

Interest rate

7.00%

7.00%

Convertible debt financing, Loan received

$ 700,000

$ 395,000

Convertible debt financing, Remaining amount

$ 200,000

Debt instrument terms conversion feature

The Note became convertible, at KCC’s sole discretion, into shares of our common stock at conversion rate equal to the lesser of: (i) $1.54, the closing price of our common stock on the day prior to the issuance of the Note or (ii) a 20% discount to the average closing price of our common stock for the five days prior to the date on which KCC elects to convert the Note, subject to a floor price of $1.23 per share.

The maturity date of the KCC February Note was extended from February 23, 2018 to December 31, 2019.

Exercise Price

$ 1.25

Market price of common stock

$ 1.54

Estimated volatility

92.30%

Risk free interest rate

1.23%

Expected dividend rate

0.00%

Expected life

5 years

Fair value

$ 340,735

Beneficial conversion featture amount

359,265

Debt discount

$ 700,000

Period for accretion of discount

1 year 2 months 30 days

Loan agreement [Member] | Joseph Sierchio [Member]

Interest rate

7.00%

Convertible debt financing, Loan received

$ 25,000

February 2017 Loan Agreements [member] | KCC [Member]

Interest rate

7.00%

Convertible debt financing, Loan received

$ 395,000

February 2017 Loan Agreements [member] | KCC [Member] | Sierchio and Investor [Member]

Interest rate

7.00%

Convertible debt financing, Loan received

$ 25,000

Debt instrument terms conversion feature

(i) $3.45, the closing price of the Company’s common stock on the day prior to the issuance of the February 2017 Notes or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which the Holder(s) elect to convert the February 2017 Note(s), subject to a floor price of $2.76.

Series I [Member]

Exercise Price

$ 2

$ 2

Series I [Member] | September 9, 2016 Loan Agreements 2 [Member] | KCC [Member]

Debt instrument terms conversion feature

KCC and the Company entered into an Amendment No. 2 to the February 2017 Note whereby the principal amount was settled by the issuance of 463,333 units of the Company’s equity securities (the “Units”) at a price of $1.50 per Unit. The Unit price represents a discount of $0.03 from the closing price on November 23, 2018 and a $0.05 discount to the 20-day lookback of the closing price of the Company's common stock as quoted on the OTC Markets Pink Sheets for the 20 trading days prior to the Closing Date. Each Unit consists of: (i) one (1) share of common stock; and (ii) one (1) Series I Stock Purchase Warrant to purchase one (1) share of common stock at a price of $2.00 per share for a period of seven (7) years commencing on the date the Warrants are first issued. (the “Series I Warrants”).

Series I [Member] | February 2017 Loan Agreements 2 [Member] | KCC [Member]

Debt instrument terms conversion feature

KCC and the Company entered into an Amendment No. 2 to the February 2017 Note whereby the principal amount was settled by the issuance of 296,667 units of the Company’s equity securities (the “Units”) at a price of $1.50 per Unit. Each Unit consists of: (i) one (1) share of common stock; and (ii) one (1) Series I Stock Purchase Warrant to purchase one (1) share of common stock at a price of $2.00 per share for a period of seven (7) years commencing on the date the Warrants are first issued. (the “Series I Warrants”).

Series E Warrant [Member] | Loan agreement [Member] | KCC [Member]

Common stock shares reserved under stock option plan

584,416

Debt instrument terms conversion feature

Common stock at a purchase price of the lesser of: (i) $1.54, the closing price of the Company’s common stock on the day prior to issuance of the Series E Warrant; or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which KCC elects to exercise the Series E Warrant.

Series F Warrant [Member] | Joseph Sierchio [Member]

Common stock shares reserved under stock option plan

7,246

Series F Warrant [Member] | February 2017 Loan Agreements [member]

Interest expense

$ 0

$ 27,151

Accretion of debt discount

$ 0

$ 58,438

Exercise Price

$ 3.45

Principal amount

$ 420,000

Market price of common stock

$ 3.53

Estimated volatility

110.00%

Risk free interest rate

2.13%

Expected dividend rate

0.00%

Expected life

5 years

Fair value

$ 211,073

Beneficial conversion featture amount

232,213

Debt discount

$ 443,286

Period for accretion of discount

1 year 2 months 30 days

Series F Warrant [Member] | February 2017 Loan Agreements [member] | Sierchio [Member]

Repaid of note principal

$ 25,000

Accrued interest

$ 1,149

Common stock shares reserved under stock option plan

7,246

Series F Warrant [Member] | February 2017 Loan Agreements [member] | Investor [Member]

Repaid of note principal

$ 25,000

Accrued interest

$ 676

Common stock shares reserved under stock option plan

7,246

Series F Warrant [Member] | February 2017 Loan Agreements [member] | KCC [Member]

Common stock shares reserved under stock option plan

114,493

Series F Warrant [Member] | February 2017 Loan Agreements [member] | KCC [Member] | Sierchio and Investor [Member]

Debt instrument terms conversion feature

: (i) $3.45, the closing price of the Company’s common stock on the day prior to issuance of the Series F Warrant; or (ii) a 20% discount to the average closing price of the Company’s common stock for the five days prior to the date on which the Holder elects to exercise their Series F Warrant.

Series F Warrant [Member] | February 2017 Loan Agreements 1 [Member]

Exercise Price

$ 2.90

Principal amount

$ 25,000

Market price of common stock

$ 2.90

Estimated volatility

116.00%

Risk free interest rate

1.87%

Expected dividend rate

0.00%

Series A Warrant [Member] | Dr. Gerlach [Member]

Common stock shares reserved under stock option plan

480,000

240,000

Common Stock and Warrants (Deta

Common Stock and Warrants (Details) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Series A [Member]
Shares of Common Stock Issuable from Warrants Outstanding	0	240,000
Weighted Average Exercise Price
Expiration	Jul. 12, 2019
Series D [Member]
Shares of Common Stock Issuable from Warrants Outstanding	810,000	810,000
Weighted Average Exercise Price	$ 1.10	$ 1.10
Expiration	Jun. 5, 2020
Series E [Member]
Shares of Common Stock Issuable from Warrants Outstanding	584,416	584,416
Weighted Average Exercise Price	$ 1.54	$ 1.54
Expiration	Sep. 8, 2021
Series F [Member]
Shares of Common Stock Issuable from Warrants Outstanding	7,246	7,246
Weighted Average Exercise Price	$ 3.45	$ 3.45
Series F [Member] | Minimum [Member]
Expiration	Feb. 23, 2022
Series F [Member] | Maximum [Member]
Expiration	Mar. 9, 2022
Series G [Member]
Shares of Common Stock Issuable from Warrants Outstanding	460,250	460,250
Weighted Average Exercise Price	$ 2.68	$ 2.68
Expiration	Jul. 21, 2022
Series H [Member]
Shares of Common Stock Issuable from Warrants Outstanding	910,000	910,000
Weighted Average Exercise Price	$ 2.75	$ 2.75
Expiration	Oct. 16, 2022
Series I [Member]
Shares of Common Stock Issuable from Warrants Outstanding	10,335,000	10,335,000
Weighted Average Exercise Price	$ 2	$ 2
Expiration	Nov. 26, 2025
Warrants [Member]
Shares of Common Stock Issuable from Warrants Outstanding	13,106,912	13,346,912

Common Stock and Warrants (De_2

Common Stock and Warrants (Details Narrative) - USD ($)	Feb. 12, 2018	Feb. 11, 2018	Feb. 03, 2018	Jan. 10, 2017	Dec. 06, 2016	Aug. 05, 2015	Aug. 26, 2019	Feb. 22, 2019	Nov. 26, 2018	Feb. 22, 2018	Feb. 13, 2018	Dec. 31, 2019	Dec. 31, 2018	Jul. 12, 2018	Jul. 12, 2017	Jun. 28, 2017	Dec. 31, 2016	Sep. 09, 2016	Jul. 12, 2016	Dec. 31, 2015	Jul. 12, 2015	Jul. 12, 2014
Common stock, par value												$ 0.00001	$ 0.00001
Common stock, Authorized												500,000,000	500,000,000
Common stock, shares Issued												87,352,364	87,175,522
Common stock, shares outstanding												87,352,364	87,175,522
Estimated volatility												102.00%	108.00%
Risk free interest rate												1.65%	2.97%
Expected dividend rate												0.00%	0.00%
Expected life												3 years 3 months 29 days	5 years 6 months
Common stock shares reserved under stock option plan													102,582
Subscription Agreement
Private placement offering description									Company entered into Subscription Agreements (each, a “Subscription Agreement”) with KCC, a private corporation owning in excess of 10% of the Company's issued and outstanding common stock, for the purchase and sale of 10,335,000 units of the Company's equity securities (the “Units”) at a price of $1.50 per Unit, pursuant to a private placement offering conducted by the Company (the “Offering”) for (i) aggregate cash proceeds of $14,407,500 and (ii) conversion of $1,095,000 principal amount of outstanding loan indebtedness. The Each Unit consists of: (i) one (1) share of common stock; and (ii) one (1) Series I Stock Purchase Warrant to purchase one (1) share of common stock at a price of $2.00 per share for a period of seven (7) years commencing on the date the Warrants are first issued. (the “Series I Warrants”). The Series I Warrants do not have a cashless exercise provision. KCC does not have any registration rights with respect to the shares comprising a part of the Units or issuable upon exercise of the Series I Warrants. A deemed dividend of $180,000 was incurred with respect to the difference between the floor price of the conversion feature of $395,000 of outstanding loan indebtedness. This amount is a reclassification within equity only.
Series H [Member]
Weighted Average Exercise Price												$ 2.75	$ 2.75
Series H [Member] | Joe Sierchio [Member]
Warrant exercised										10,000
Issuance of common stock								7,418
Series F [Member]
Weighted Average Exercise Price												3.45	3.45
Series F [Member] | Joe Sierchio [Member]
Warrant exercised										7,246
Series F [Member] | KCC [Member]
Warrant exercised																114,493
Weighted Average Exercise Price																$ 3.01
Series D Warrant [Member]
Weighted Average Exercise Price											$ 1.10
Proceeds from issuance of common stock											$ 110,000
Debt conversion converted instrument shares issued											100,000
Series A [Member]
Weighted Average Exercise Price
Series A [Member] | Dr. Gerlach [Member]
Warrant exercised				240,000		240,000											1,200,000
Issuance of common stock				204,571		196,812
Weighted Average Exercise Price																	$ 0.35
Warrant vest five equal installments														240,000	240,000				240,000		240,000	240,000
Series A Warrant [Member] | Dr. Gerlach [Member]
Warrant exercised			480,000				240,000
Issuance of common stock			457,480				176,842
Common stock shares reserved under stock option plan	480,000			240,000
Debt conversion converted instrument shares issued	2,045,714
Series D [Member]
Warrant exercised											100,000
Weighted Average Exercise Price												1.10	1.10
Proceeds from issuance of common stock											$ 110,000
Series D [Member] | On June 5, 2015 [Member]
Warrant exercised					100,000															1,010,000
Weighted Average Exercise Price																				$ 1.10
Proceeds from issuance of common stock					$ 110,000
Series E [Member]
Warrant exercised																		584,416
Weighted Average Exercise Price												$ 1.54	$ 1.54
Series F Warrant [Member] | February 2017 loan agreements [Member]
Warrant exercised													128,985
Joseph Sierchio [Member]
Common stock shares reserved under stock option plan										37,500
Debt conversion converted instrument shares issued										22,711
Joseph Sierchio [Member] | Series H [Member]
Debt conversion converted instrument shares issued										7,418
Joseph Sierchio [Member] | Series F [Member]
Common stock shares reserved under stock option plan										7,246
Debt conversion converted instrument shares issued										4,899
Joseph Sierchio [Member] | Equity Option [Member]
Common stock shares reserved under stock option plan										37,500
Joseph Sierchio [Member] | Series F Warrant [Member]
Common stock shares reserved under stock option plan										7,246
Kenneth Kirkland [Member] | Equity Option [Member]
Common stock shares reserved under stock option plan										50,000
Debt conversion converted instrument shares issued										41,033
Dr. Gerlach [Member] | Series A [Member]
Common stock shares reserved under stock option plan	480,000						240,000
Debt conversion converted instrument shares issued	457,480						176,842
Consultant [Member]
Common stock shares reserved under stock option plan		40,000
Debt conversion converted instrument shares issued		17,480
Thomas Bold [Member]
Common stock shares reserved under stock option plan			60,000
Debt conversion converted instrument shares issued			44,083

Stock Options (Details)

Stock Options (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Number of Options
Options outstanding - beginning balance	317,500	545,000
Options granted	2,000,000
Options forfeited		(40,000)
Options exercised		(187,500)
Options oustanding - ending balance	2,317,500	317,500
Options exercisable	317,500
Options available for grant	17,440,765
Weighted average exercise price
Options outstanding - beginning balance	$ 3.41	$ 3.09
Options forfeited		4.2
Options exercised		1.12
Options outstanding - ending balance		$ 3.41
Weighted average remaining contracted term
Options outstanding - ending balance	5 years 8 months 5 days
Options exercisable	4 years 5 months 1 day
Aggregate intrinsic value
Options outstanding - ending balance	$ 1,460,507
Options exercisable	$ 164,975

Stock Options (Details 1)

Stock Options (Details 1)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Common Stock Options Details 1Abstract
Risk-free interest rate	1.65%	2.97%
Expected life in years	3 years 3 months 29 days	5 years 6 months
Weighted Avg. Expected Volatility	102.00%	108.00%
Expected dividend yield	0.00%	0.00%

Stock Options (Details 2)

Stock Options (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Stock Options Details 2
Research and development		$ 27,967
General and administrative	191,255	142,550
Total	$ 191,255	$ 170,517

Stock Options (Details 3)

Stock Options (Details 3)	12 Months Ended
	Dec. 31, 2019$ / sharesshares
Number of Shares Subject to Outstanding Options | shares	2,317,500
Weighted Average Contractual Life (years)	5 years 8 months 5 days
Weighted Average Exercise Price	$ 2.54
Number of Shares Subject To Options Exercise | shares	317,500
Weighted Average Remaining Contractual Life (Years)	4 years 5 months 1 day
Weighted Average Exercise Price	$ 3.41
Exercise Price Range One [Member]
Range of Exercise Prices	$ 1.05
Number of Shares Subject to Outstanding Options | shares	55,000
Weighted Average Contractual Life (years)	4 years 2 months 30 days
Weighted Average Exercise Price	$ 1.05
Number of Shares Subject To Options Exercise | shares	55,000
Weighted Average Remaining Contractual Life (Years)	4 years 2 months 30 days
Weighted Average Exercise Price	$ 1.05
Exercise Price Range Two [Member]
Range of Exercise Prices	$ 1.25
Number of Shares Subject to Outstanding Options | shares	7,500
Weighted Average Contractual Life (years)	5 years 5 months 16 days
Weighted Average Exercise Price	$ 1.25
Number of Shares Subject To Options Exercise | shares	7,500
Weighted Average Remaining Contractual Life (Years)	5 years 5 months 16 days
Weighted Average Exercise Price	$ 1.25
Exercise Price Range Three [Member]
Range of Exercise Prices	$ 1.34
Number of Shares Subject to Outstanding Options | shares	7,500
Weighted Average Contractual Life (years)	5 years 6 months
Weighted Average Exercise Price	$ 1.34
Number of Shares Subject To Options Exercise | shares	7,500
Weighted Average Remaining Contractual Life (Years)	5 years 6 months
Weighted Average Exercise Price	$ 1.34
Exercise Price Range Four [Member]
Range of Exercise Prices	$ 1.7
Number of Shares Subject to Outstanding Options | shares	7,500
Weighted Average Contractual Life (years)	5 years 9 months 14 days
Weighted Average Exercise Price	$ 1.7
Number of Shares Subject To Options Exercise | shares	7,500
Weighted Average Remaining Contractual Life (Years)	5 years 9 months 14 days
Weighted Average Exercise Price	$ 1.7
Exercise Price Range Five [Member]
Range of Exercise Prices	$ 1.98
Number of Shares Subject to Outstanding Options | shares	667,800
Weighted Average Contractual Life (years)	5 years 10 months 17 days
Weighted Average Exercise Price	$ 1.98
Number of Shares Subject To Options Exercise | shares
Weighted Average Remaining Contractual Life (Years)	5 years 10 months 17 days
Weighted Average Exercise Price
Exercise Price Range Six [Member]
Range of Exercise Prices	$ 2.28
Number of Shares Subject to Outstanding Options | shares	7,500
Weighted Average Contractual Life (years)	5 years 6 months 18 days
Weighted Average Exercise Price	$ 2.28
Number of Shares Subject To Options Exercise | shares	7,500
Weighted Average Remaining Contractual Life (Years)	6 years 6 months 18 days
Weighted Average Exercise Price	$ 2.28
Exercise Price Range Seven [Member]
Range of Exercise Prices	$ 2.48
Number of Shares Subject to Outstanding Options | shares	667,800
Weighted Average Contractual Life (years)	5 years 6 months 18 days
Weighted Average Exercise Price	$ 2.48
Number of Shares Subject To Options Exercise | shares
Weighted Average Remaining Contractual Life (Years)	5 years 6 months 18 days
Weighted Average Exercise Price
Exercise Price Range Eight [Member]
Range of Exercise Prices	$ 3.23
Number of Shares Subject to Outstanding Options | shares	664,400
Weighted Average Contractual Life (years)	5 years 6 months 18 days
Weighted Average Exercise Price	$ 3.23
Number of Shares Subject To Options Exercise | shares
Weighted Average Remaining Contractual Life (Years)	5 years 6 months 18 days
Weighted Average Exercise Price
Exercise Price Range Nine [Member]
Range of Exercise Prices	$ 4.2
Number of Shares Subject to Outstanding Options | shares	232,500
Weighted Average Contractual Life (years)	5 years 4 months 9 days
Weighted Average Exercise Price	$ 4.2
Number of Shares Subject To Options Exercise | shares	232,500
Weighted Average Remaining Contractual Life (Years)	6 years 4 months 9 days
Weighted Average Exercise Price	$ 4.2

Stock Options (Details Narrativ

Stock Options (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Common shares reserved for issuance		102,582
Available shares for granted	17,440,765
Options granted	2,000,000
Options excercised		(187,500)
Stock based compensation expense	$ 191,255	$ 170,517
Unrecognized compensation cost	$ 2,236,541
2013 Plan [Member]
Common shares reserved for issuance	20,000,000
Stock options grant description	No person may be granted in any of the Company's fiscal year, options to purchase more than 2,000,000 shares under the 2013 Plan, and the aggregate fair market value (determined at the time the option is granted) of the shares with respect to which incentive stock options are exercisable for the first time by an optionee during any calendar year cannot exceed $100,000. Options granted pursuant to the 2013 Plan are exercisable no later than ten years after the date of grant.
Excecise price per share limit	Not be less than 110% of the fair market value

Commitments (Details Narrative)

Commitments (Details Narrative) - USD ($)	Jun. 03, 2019	Mar. 01, 2016	Mar. 01, 2015	Dec. 31, 2019	Dec. 31, 2018
Charitable Gift Agreement [Member] | University of Pittsburgh
Donation	$ 250,000
Payment of donations				$ 125,000	$ 0
Gifts remaining				187,500	62,500
Pittsburgh Life Sciences Greenhouse [Member]
Monthly rent		$ 800	$ 750
Rent expense				0	6,400
StemCell Systems [Member]
Incurred expenses				$ 314,189	$ 80,229

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Feb. 12, 2018	Feb. 03, 2018	May 11, 2017	Feb. 22, 2018	Oct. 19, 2017	Jul. 21, 2017	Dec. 31, 2019	Dec. 31, 2018	Sep. 09, 2018	Feb. 23, 2017	Jan. 10, 2017	Sep. 09, 2016	May 01, 2016	Aug. 01, 2013
Common stock shares reserved under stock option plan								102,582
Compensation expense							$ 43,000	$ 100,000
Accounts payable							111,696	3,000
Research and development expense							745,945	368,954
Consulting Agreement [Member]
Consulting fees in consideration of the services													$ 6,800	$ 5,000
Thomas Bold [Member]
Common stock shares reserved under stock option plan		60,000
Debt conversion converted instrument shares issued		44,083
Joseph Sierchio [Member]
Common stock shares reserved under stock option plan				37,500
Debt conversion converted instrument shares issued				22,711
Joseph Sierchio [Member] | Loan agreement [Member]
Convertible debt financing, Loan received										$ 25,000
Interest rate										7.00%
Principal amount					$ 25,000
Accrued interest					$ 1,149
Joseph Sierchio [Member] | Series H Warrant [Member]
Common stock shares reserved under stock option plan				10,000
Joseph Sierchio [Member] | Series F Warrant [Member]
Common stock shares reserved under stock option plan				7,246
Joseph Sierchio [Member] | Equity Option [Member]
Common stock shares reserved under stock option plan				37,500
Sierchio [Member] | Series H Warrant [Member]
Debt conversion converted instrument shares issued				7,418
Sierchio [Member] | Series F Warrant [Member]
Debt conversion converted instrument shares issued				4,899
Sierchio [Member] | Equity Option [Member]
Debt conversion converted instrument shares issued				22,711
Kenneth Kirkland [Member] | Equity Option [Member]
Common stock shares reserved under stock option plan				50,000
Debt conversion converted instrument shares issued				41,033
KCC [Member] | Loan agreement [Member]
Convertible debt financing, Loan received										$ 395,000		$ 700,000
Interest rate										7.00%		7.00%
Maturity date									Dec. 31, 2019
KCC [Member] | Series E Warrant [Member] | Loan agreement [Member]
Common stock shares reserved under stock option plan												584,416
StemCell Systems [Member]
Incurred expenses							314,189	80,229
Satterlee Stephens LLP [Member]
Accounts payable							0	171,828
Sierchio Law, LLP [Member]
Legal fees							72,917
Harmel S. Rayat [Member]
Consideration per year for executive office space							1
Former President [Member] | Thomas Bold [Member]
Common stock shares reserved under stock option plan		60,000
Debt conversion converted instrument shares issued		44,086
Dr. Gerlach [Member]
Accounts payable							0	0
Compensation expense for services							$ 0	$ 7,020
Dr. Gerlach [Member] | Series A Warrant [Member]
Common stock shares reserved under stock option plan	480,000										240,000
Debt conversion converted instrument shares issued	2,045,714
KCC [Member] | Series F [Member]
Common stock shares reserved under stock option plan							114,493
KCC [Member] | Private Placement [Member]
Common stock shares reserved under stock option plan						410,000
Exercise price						$ 2.68
Maturity date						Jul. 21, 2022
Unit price per share						$ 2.44
Proceeds from units reserved for future issuance						$ 1,000,400
Terms of agreement						Each unit consisted of one share of common stock and one Series G Warrant to purchase one (1) share of common stock at an exercise price of $2.68 per share through July 21, 2022.
Joseph Sierchio [Member]
Annual retainer payable							$ 6,000
Common stock shares reserved under stock option plan			75,000				50,000	50,000
Exercise price			$ 4.20				$ 1.91
Legal fees							$ 384,021	$ 577,718
Description for vested grant option			The 50,000 options became fully vested upon grant and the 75,000 options vested 50% on the date of grant and 50% one year hence.
Joseph Sierchio [Member] | Series F [Member]
Common stock shares reserved under stock option plan							7,246
Mr. Bhogal [Member]
Compensation expense for services							$ 120,850	$ 103,467
Individual owning issue and outstanding share percent							5.00%
Thomas Bold [Member]
Accounts payable							$ 0
Compensation expense for services							83,050
Kenneth Kirkland [Member]
Annual retainer payable							$ 6,000
Common stock shares reserved under stock option plan							50,000	50,000
Exercise price							$ 1.91

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Deferred tax assets: (liability):
Net operating loss carryforwards	$ 3,838,000	$ 3,068,000
Intangible asset	(14,000)	85,000
Capital loss carryforward		146,000
Stock-based compensation	248,000	208,000
Deferred tax assets gross	4,072,000	3,361,000
Valuation allowance	(4,072,000)	(3,361,000)
Net deferred tax assets

Income Taxes (Details 1)

Income Taxes (Details 1)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Taxes Details 1
Statutory federal income tax rate	21.00%	21.00%
Permanent differences and other	0.00%	(2.00%)
Valuation allowance	(21.00%)	(19.00%)
Income tax provision (benefit)	0.00%	0.00%

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Taxes Details Narrative
Increase in the valuation allowance	$ 711,000	$ 403,000
Net operating loss and contribution carryforwards	$ 18,277,000
Net operating loss and contribution carryforwards expiry	$11,592,000 incurred prior to 2018 expire through the year 2037 while $6,685,000 incurred subsequent do not expire.
Capital loss carryforward expiration period	During 2018
Tax Reform description	Pursuant to the Tax Reform Act of 1986, annual utilization of the Company’s net operating loss and contribution carryforwards may be limited if a cumulative change in ownership of more than 50% is deemed to occur within any three-year period. The tax years 2016 through 2019 remain open to examination by federal agencies and other jurisdictions in which it operates.

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	1 Months Ended
	Feb. 18, 2020	Jan. 31, 2019
Number of option purchased		600,000
Stock Price		$ 3.20
Subsequent Event [Member]
Base rent for First year	$ 3,998
Base rent for Second year	$ 4,100