RenovaCare (RCAR) 10-Q 22 Jun 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	Jun. 22, 2020
Document And Entity Information
Entity Registrant Name	RenovaCare, Inc.
Entity Central Index Key	0001016708
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity File Number	000-30156
Is Entity's Reporting Status Current?	Yes
Is Entity Emerging Growth Company?	false
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Incorporation, State or Country Code	NV
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		87,352,364
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 11,382,102	$ 12,185,248
Prepaid expenses	319,220	102,500
Total current assets	11,701,322	12,287,748
Security deposit	7,995
Intangible assets	152,854	152,854
Total assets	11,862,171	12,440,602
Current liabilities
Accounts payable	294,316	169,044
Accounts payable - related parties	116,983	111,696
Total current liabilities	411,299	280,740
Total liabilities	411,299	280,740
Stockholders' equity (deficit)
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 shares issued and outstanding at March 31, 2020 and December 31, 2019	874	874
Additional paid-in capital	32,844,596	32,378,833
Retained deficit	(21,394,598)	(20,219,845)
Total stockholders' equity	11,450,872	12,159,862
Total liabilities and stockholders' equity	$ 11,862,171	$ 12,440,602

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
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	87,352,364
Common stock, shares outstanding	87,352,364	87,352,364

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Revenue	$ 0	$ 0
Operating expenses
Research and development	192,773	194,510
General and administrative	1,035,566	409,461
Total operating expenses	1,228,339	603,971
Loss from operations	(1,228,339)	(603,971)
Other income (expense)
Interest income	53,586	84,705
Total other income (expense)	53,586	84,705
Net loss	$ (1,174,753)	$ (519,266)
Basic and Diluted Loss per Common Share	$ (0.01)	$ (0.01)
Weighted average number of common shares outstanding - basic and diluted	87,352,364	87,175,552

Condensed Consolidated Statemen

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Retained Deficit	Total
Beginning Balance, Shares at Dec. 31, 2018	87,175,522
Beginning Balance, Amount at Dec. 31, 2018	$ 872	$ 32,187,580	$ (16,861,763)	$ 15,326,689
Stock based compensation due to common stock purchase options		832		832
Net loss			(519,266)	(519,266)
Ending Balance, Shares at Mar. 31, 2019	87,175,522
Ending Balance, Amount at Mar. 31, 2019	$ 872	32,188,412	(17,381,029)	14,808,255
Beginning Balance, Shares at Dec. 31, 2019	87,352,264
Beginning Balance, Amount at Dec. 31, 2019	$ 874	32,378,833	(20,219,845)	12,159,862
Stock based compensation due to common stock purchase options		465,763		465,763
Net loss			(1,174,753)	(1,174,753)
Ending Balance, Shares at Mar. 31, 2020	87,352,264
Ending Balance, Amount at Mar. 31, 2020	$ 874	$ 32,844,596	$ (21,394,598)	$ 11,450,872

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash flows used in operating activities
Net loss	$ (1,174,753)	$ (519,266)
Adjustments to reconcile net loss to net cash flows used in operating activities
Depreciation		79
Stock based compensation expense	465,763	832
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses	(216,720)	30,052
Increase in accounts payable	125,272	27,329
Increase in accounts payable - related parties	5,287	7,000
Net cash flows used in operating activities	(795,151)	(453,974)
Cash flows from investing activities
Increase in security deposit	(7,995)
Net cash flows used in investing activities	(7,995)
Decrease in cash and cash equivalents	(803,146)	(453,974)
Cash and cash equivalents at beginning of period	12,185,248	15,397,524
Cash and cash equivalents at end of period	11,382,102	14,943,550
Supplemental disclosure of cash flow information:
Interest paid in cash
Income taxes paid in cash

Basis of Presentation, Organiza

Basis of Presentation, Organization, Nature and Continuance of Operations, Recent Accounting Standards and Earnings Per Share	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation, Organization, Nature and Continuance of Operations, Recent Accounting Standards and Earnings (Loss) Per Share	Note 1. Basis of Presentation, Organization, Nature and Continuance of Operations, Recent Accounting Standards and Earnings (Loss) Per Share Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements and related disclosures of RenovaCare, Inc. and Subsidiary (the “Company”) as of March 31, 2020, and for the three months ended March 31, 2020 and 2019 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed on May 14, 2020. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments considered necessary for a fair statement of the interim periods. All such adjustments are of a normal, recurring nature. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. 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. Additionally, there is significant uncertainty relating to the full 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 join 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. As of March 31, 2020, the Company had $11,382,102 of cash on hand and a working capital of $11,290,023. As a result of the cash on hand the working capital, the Company believes it currently has sufficient cash to meet its funding requirements over the next twelve months following the issuance of this Quarterly Report on Form 10-Q. 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. 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 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. 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 or stock 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 three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (1,174,753 ) $ (519,266 ) Denominator: Weighted average number of common shares outstanding 87,352,364 87,175,522 Basic and diluted EPS $ (0.01 ) $ (0.01 ) 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 2,938,071 317,500 Warrants 13,106,912 13,346,912 Total shares not included in the computation of diluted losses per share 16,044,983 13,664,412

Prepaid Expenses

Prepaid Expenses	3 Months Ended
	Mar. 31, 2020
Notes to Financial Statements
Prepaid Expenses	Note 2. Prepaid Expenses Prepaid expenses consist of the following: March 31, 2020 2019 Prepaid insurance $ 216,720 $ - Prepaid professional fees 102,500 102,500 Total prepaid expenses $ 319,220 $ 102,500

Assets - Intellectual Property

Assets - Intellectual Property	3 Months Ended
	Mar. 31, 2020
Notes to Financial Statements
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

Common Stock and Warrants

Common Stock and Warrants	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Common Stock and Warrants	Note 4. Common Stock and Warrants Common Stock At March 31, 2020, 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 19,440,765 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. During the three months ended March 31, 2020, the Company granted Alan L. Rubino, the Company’s President and Chief Executive Officer, an option to purchase up to 620,571 shares of the Company’s common stock at an exercise price of $3.23. See “Note 5. Stock Options” for further discussion. Warrants The following table summarizes information about warrants outstanding at March 31, 2020 and December 31, 2019: Shares of Common Stock Issuable from Warrants Outstanding as of Weighted March 31, December 31, Average Description 2020 2019 Exercise Price Expiration 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 13,106,912

Stock Options

Stock Options	3 Months Ended
	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Stock Options	Note 5. Stock Options The following table summarizes stock option activity for the period ended March 31, 2020: Number of Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($) Outstanding at December 31, 2019 2,317,500 2.68 5.68 years $ 1,460,507 Grants 620,571 Outstanding at March 31, 2020 2,938,071 2.80 5.50 years $ 11,625 Exercisable at March 31, 2020 317,500 3.41 4.17 years 11,625 Available for grant at March 31, 2020 16,820,194 During the three months ended March 31, 2020, the Company granted Alan L. Rubino, the Company’s President and Chief Executive Officer, an option to purchase up to 620,571 shares of the Company’s common stock at an exercise price of $3.23. The option was granted in fulfillment of the Company’s obligation under the terms of Mr. Rubino’s employment agreement dated November 15, 2019. The fair value of the option was estimated at the date of grant using the Black-Scholes option pricing model. Assumptions regarding volatility, expected term, dividend yield and risk-free interest rate are required 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 the options granted are as follows: Three Months Ended March 31, 2020 Risk-free interest rate 1.67 % Expected life in years 3.30 Expected Volatility 107.35 % Expected dividend yield 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 three months ended March 31, 2020 and 2019, the Company recognized $465,763 and $832, respectively, in stock-based compensation. As of March 31, 2020, the Company’s unrecognized compensation cost related to unvested stock options was $2,746,876 to be amortized through 2023. Stock-based compensation has been included in the consolidated statement of operations as follows: Three Months Ended March 31, 2020 2019 Research and development $ - $ - General and administrative 465,763 832 Total $ 465,763 $ 832 The following table summarizes information about stock options outstanding and exercisable at March 31, 2020: Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Number of Shares Subject to Outstanding Options Weighted Average Contractual Life (years) Weighted Average Exercise Price Number of Shares Subject to Options Exercise Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 1.05 55,000 4.00 1.05 55,000 4.00 1.05 1.25 7,500 5.21 1.25 7,500 5.21 1.25 1.34 7,500 5.25 1.34 7,500 5.25 1.34 1.70 7,500 5.54 1.70 7,500 5.54 1.70 2.28 7,500 6.30 2.28 7,500 6.30 2.28 4.20 232,500 4.03 4.20 232,500 4.03 4.20 1.98 667,800 5.63 1.98 - - - 2.48 667,800 5.63 2.48 - - - 3.23 664,400 5.63 3.23 - - - 3.23 620,571 5.76 3.23 - - - Total 2,938,071 5.50 $ 2.80 317,500 4.17 $ 3.41

Leases

Leases	3 Months Ended
	Mar. 31, 2020
Leases [Abstract]
Leases	Note 6. Leases The Company determines if an arrangement is a lease, or contains a lease, at the inception of an arrangement. If the Company determines that the arrangement is a lease, or contains a lease, at lease inception, it then determines whether the lease is an operating lease or finance lease. Operating and finance leases result in recording a right-of-use (“ROU”) asset and lease liability on the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and operating lease liabilities, the Company uses the non-cancellable lease term plus options to extend that it is reasonably certain to exercise. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The Company’s leases generally do not provide an implicit rate. As such, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. The Company has elected not to separate lease and non-lease components for any class of underlying asset. In February of 2020, the Company entered into a two-year lease for office 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 term (and payment of the monthly rent) commences upon substantial completion of the landlord’s work, which was expected to occur on or before May 31, 2020. Due to the COVID-19 pandemic the landlord’s work has not been completed as of the date these condensed interim financial statements have been released. During the period of the landlord’s work, the Company does not have the right of use of the office premise; accordingly, we have not recognized a ROU asset and lease liability as of March 31, 2020.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7. Commitments and Contingencies 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 $76,460 and $76,600 in during the three months ended March 31, 2020 and 2019, respectively. Dr. Gerlach, from whom the Company purchased the CellMist 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 three months ended March 31, 2020 and 2019 the Company made payments totaling $62,500 and $0, respectively. At March 31, 2020, the balance remaining under this gift was $62,500. Due to the terms of the Grant, the Company will recognize the related expense upon payment.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 8. Related Party Transactions At the period ended March 31, 2020, Talia Jevan Properties, Inc. made a payment of $5,287 to Stephen Yan-Klassen, CFO, for his salary on behalf of the Company. Talia Jevan Properties, Inc. is a related party of Harmel Rayat, Chairman of the Board. On August 1, 2013, the Company entered into a consulting agreement, as amended on May 1, 2016, with Jatinder Bhogal, an individual owning in excess of 5% of our 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 an amendment dated May 1, 2016, the VAM monthly consulting fee was increased from $5,000 to $6,800. On June 22, 2018, the Company and VAM entered into an Executive Consulting Agreement (“ECA”) pursuant to which Mr. Bhogal serves as the Company’s Chief Operating Officer. The ECA supersedes the prior consulting agreement. Pursuant to the ECA, VAM will receive compensation of $120,000 per year. During the three months ended March 31, 2020 and 2019, the Company recognized expenses of $30,000 and $30,000, respectively for consulting services provided by VAM.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 9. Subsequent Events Management has reviewed material events subsequent of the period ended March 31, 2020 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. On May 22, 2020 the Company granted stock options to certain of its officers, directors and consultants (the “May 2020 Option Grant”) to purchase up to an aggregate of 1,550,000 shares of the Company’s common stock (the “May 2020 Option Grant”). The May 2020 Option Grant (i) is exercisable at a price of $1.40 per share, (ii) vested as to 1,275,000 shares on the date of grant and will vest as to the remaining 1,275,000 shares on the first anniversary of the date of grant. On June 1, 2020, pursuant to the terms of the Employment Agreement between the Company and Dr. Robin Robinson (discussed below) the Company granted a stock option to Dr. Robin Robinson, its Vice-President, Chief Scientific Officer, to purchase up to an aggregate of 200,000 shares of the Company’s common stock (the “June 2020 Option Grant”). Each of the May 2020 Option Grant and the June 2020 Option Grant provides that the exercise price shall be paid: (i) in cash or by certified check or bank draft payable to the order of the Company; (ii) by delivering, along with a properly executed exercise notice to the Company, a copy of irrevocable instructions to a broker to deliver promptly to the Company the aggregate exercise price and, if requested by the Optionee, the amount of any applicable federal, state, local or foreign withholding taxes required to be withheld by the Company, provided, however, that such exercise may be implemented solely under a program or arrangement established and approved by the Company with a brokerage firm selected by the Company; (iii) at any time prior to the Company’s listing of any of its securities for trading on a national stock exchange, pursuant to “a net issue” or “cashless” exercise basis; or, (iv) by any other procedure approved by the Board or its Compensation Committee, if any, or by a combination of the foregoing. On May 26, 2020, the Company and Dr. Robin Robinson executed an Employment Agreement (the “Employment Agreement”) having an effective date of June 1, 2020 (the “Effective Date”) pursuant to which Dr. Robinson Dr. Robin A. Robinson now serves as the Company’s Chief Scientific Officer. In addition to a base salary of $220,000 Dr. Robinson will be eligible to earn an annual bonus equal to up to 30% of his base salary then in effect based upon the Company’s assessment of Dr. Robinson’s achievement of personal performance goals. Pursuant to the terms of the Employment Agreement Dr. Robinson received the June 2020 Stock Option discussed above. The Employment Agreement has a 2 year term; however, it may be terminated by either party at any time; If terminated by the Company without cause, as defined in the Employment Agreement, in addition to certain specified benefits, Dr. Robinson is entitled to a severance payment equal to six months of his base salary then in effect. In connection with the Employment Agreement the Company and Dr. Robinson also entered into a Confidential Information and Invention Assignment Agreement in the form attached to the Employment Agreement, effective as of the Effective Date. On June 15, 2020, the Company and Robert Cook executed an Employment Agreement (the “Employment Agreement”) having an effective date of June 22, 2020 (the “Effective Date”) pursuant to which Mr. Cook will serve as the Company’s Chief Financial Officer. In addition to a base salary of $130,000 Mr. Cook will be eligible to earn an annual discretionary bonus equal to up to 30% of his base annual salary then in effect. The Company has also agreed to grant Mr. Cook an option to purchase up to 100,000 shares of the Company’s common stock. The option will vest as to 50,000 shares on the date of grant and as to the remaining 50,000 shares on the day prior to the 1 st Mr. Cook’s employment by the Company is an “at will employment;” the Employment Agreement may be terminated by either party at any time, with or without cause. If terminated by the Company without cause, as defined in the Employment Agreement, in addition to certain specified benefits, Mr. Cook is entitled to a severance payment equal to up to three months of his base annual salary then in effect. Pursuant to the terms of the Employment Agreement, Mr. Cook will spend up to 50% of his time on the Company’s affairs. In connection with the Employment Agreement, the Company and Mr. Cook also entered into a Confidential Information and Invention Assignment Agreement in the form attached to the Employment Agreement, effective as of the Effective Date.

Basis of Presentation, Organi_2

Basis of Presentation, Organization, Nature and Continuance of Operations, Recent Accounting Standards and Earnings (Policies)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements and related disclosures of RenovaCare, Inc. and Subsidiary (the “Company”) as of March 31, 2020, and for the three months ended March 31, 2020 and 2019 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed on May 14, 2020. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments considered necessary for a fair statement of the interim periods. All such adjustments are of a normal, recurring nature. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year.
Organization	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	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. Additionally, there is significant uncertainty relating to the full 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 join 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. As of March 31, 2020, the Company had $11,382,102 of cash on hand and a working capital of $11,290,023. As a result of the cash on hand the working capital, the Company believes it currently has sufficient cash to meet its funding requirements over the next twelve months following the issuance of this Quarterly Report on Form 10-Q. 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.
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 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.
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 or stock 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 three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (1,174,753 ) $ (519,266 ) Denominator: Weighted average number of common shares outstanding 87,352,364 87,175,522 Basic and diluted EPS $ (0.01 ) $ (0.01 ) 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 2,938,071 317,500 Warrants 13,106,912 13,346,912 Total shares not included in the computation of diluted losses per share 16,044,983 13,664,412

Basis of Presentation, Organi_3

Basis of Presentation, Organization, Nature and Continuance of Operations, Recent Accounting Standards and Earnings (Tables)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
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 three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (1,174,753 ) $ (519,266 ) Denominator: Weighted average number of common shares outstanding 87,352,364 87,175,522 Basic and diluted EPS $ (0.01 ) $ (0.01 ) 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 2,938,071 317,500 Warrants 13,106,912 13,346,912 Total shares not included in the computation of diluted losses per share 16,044,983 13,664,412

Prepaid Expenses (Tables)

Prepaid Expenses (Tables)	3 Months Ended
	Mar. 31, 2020
Notes to Financial Statements
Prepaid Expenses	Prepaid expenses consist of the following: March 31, 2020 2019 Prepaid insurance $ 216,720 $ - Prepaid professional fees 102,500 102,500 Total prepaid expenses $ 319,220 $ 102,500

Common Stock and Warrants (Tabl

Common Stock and Warrants (Tables)	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Summary of warrants outstanding	The following table summarizes information about warrants outstanding at March 31, 2020 and December 31, 2019: Shares of Common Stock Issuable from Warrants Outstanding as of Weighted March 31, December 31, Average Description 2020 2019 Exercise Price Expiration 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 13,106,912

Stock Options (Tables)

Stock Options (Tables)	3 Months Ended
	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Summary of stock option activity	The following table summarizes stock option activity for the period ended March 31, 2020: Number of Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($) Outstanding at December 31, 2019 2,317,500 2.68 5.68 years $ 1,460,507 Grants 620,571 Outstanding at March 31, 2020 2,938,071 2.80 5.50 years $ 11,625 Exercisable at March 31, 2020 317,500 3.41 4.17 years 11,625 Available for grant at March 31, 2020 16,820,194
Summary of assumption of stock option activity	The assumptions for volatility, expected life, dividend yield and risk-free interest rate for the options granted are as follows: Three Months Ended March 31, 2020 Risk-free interest rate 1.67 % Expected life in years 3.30 Expected Volatility 107.35 % Expected dividend yield 0 %
Summary of consolidated statement of operations	Stock-based compensation has been included in the consolidated statement of operations as follows: Three Months Ended March 31, 2020 2019 Research and development $ - $ - General and administrative 465,763 832 Total $ 465,763 $ 832
Summary of stock options outstanding and exercisable	The following table summarizes information about stock options outstanding and exercisable at March 31, 2020: Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Number of Shares Subject to Outstanding Options Weighted Average Contractual Life (years) Weighted Average Exercise Price Number of Shares Subject to Options Exercise Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 1.05 55,000 4.00 1.05 55,000 4.00 1.05 1.25 7,500 5.21 1.25 7,500 5.21 1.25 1.34 7,500 5.25 1.34 7,500 5.25 1.34 1.70 7,500 5.54 1.70 7,500 5.54 1.70 2.28 7,500 6.30 2.28 7,500 6.30 2.28 4.20 232,500 4.03 4.20 232,500 4.03 4.20 1.98 667,800 5.63 1.98 - - - 2.48 667,800 5.63 2.48 - - - 3.23 664,400 5.63 3.23 - - - 3.23 620,571 5.76 3.23 - - - Total 2,938,071 5.50 $ 2.80 317,500 4.17 $ 3.41

Basis of Presentation, Organi_4

Basis of Presentation, Organization, Nature and Continuance of Operations, Recent Accounting Standards and Earnings (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Numerator:
Loss available to common stockholders'	$ (1,174,753)	$ (519,266)
Denominator:
Weighted average number of common shares outstanding	87,352,364	87,175,552
Basic and diluted EPS	$ (0.01)	$ (0.01)
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	16,044,983	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	2,938,071	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

Basis of Presentation, Organi_5

Basis of Presentation, Organization, Nature and Continuance of Operations, Recent Accounting Standards (Details Narrative) - USD ($)	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Cash	$ 11,382,102	$ 12,185,248	$ 14,943,550	$ 15,397,524
Working capital	$ 11,290,023

Prepaid Expenses (Details)

Prepaid Expenses (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Notes to Financial Statements
Prepaid insurance	$ 216,720
Prepaid professional fees	102,500	102,500
Total prepaid expenses	$ 319,220	$ 102,500

Assets - Intellectual Property

Assets - Intellectual Property (Details Narrative) - USD ($)	1 Months Ended
	Jul. 31, 2013	Mar. 31, 2020	Dec. 31, 2019
Intangible Assets		$ 152,854	$ 152,854
Asset purchase agreement [Member] | Dr. Gerlach [Member]
Acquisition related costs	$ 52,852
Closing cash payment	$ 100,002

Common Stock and Warrants (Deta

Common Stock and Warrants (Details) - $ / shares	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Series D [Member]
Shares of Common Stock Issuable from Warrants Outstanding	810,000	810,000
Weighted Average Exercise Price	$ 1.1	$ 1.1
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 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	13,106,912
Minimum [Member] | Series F [Member]
Expiration	Feb. 23, 2022
Maximum [Member] | Series F [Member]
Expiration	Mar. 9, 2022

Common Stock and Warrants (De_2

Common Stock and Warrants (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Common stock, Authorized	500,000,000	500,000,000
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares outstanding	87,352,364	87,352,364
Number of shares available for grant under incentive plan	19,440,765
Number of options granted	16,820,194
Alan L. Rubino [Member]
Number of options granted	620,571
Exercise price	$ 3.23

Stock Options (Details)

Stock Options (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Number of Options
Options outstanding - beginning balance	2,317,500
Options granted	620,571
Options oustanding - ending balance	2,938,071	2,317,500
Options exercisable	317,500
Options available for grant	16,820,194
Weighted average exercise price
Options outstanding - beginning balance	$ 2.68
Options outstanding - ending balance	2.8	$ 2.68
Options exercisable	$ 3.41
Weighted average remaining contracted term
Options outstanding	5 years 6 months	5 years 8 months 5 days
Options exercisable	4 years 2 months 1 day
Aggregate intrinsic value
Options outstanding - beginning balance	$ 1,460,507
Options oustanding - ending balance	11,625	$ 1,460,507
Options exercisable	$ 11,625

Stock Options (Details 1)

Stock Options (Details 1)	3 Months Ended
	Mar. 31, 2020
Income Taxes Tables
Risk-free interest rate	1.67%
Expected life in years	3 years 3 months 19 days
Expected Volatility	107.35%
Expected dividend yield	0.00%

Stock Options (Details 2)

Stock Options (Details 2) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Total	$ 465,763	$ 832
Stock Option [Member] | Research and development[Member]
Total
Stock Option [Member] | General and administrative [Member]
Total	$ 465,763	$ 832

Stock Options (Details 3)

Stock Options (Details 3)	3 Months Ended
	Mar. 31, 2020$ / sharesshares
Number of Shares Subject to Outstanding Options | shares	2,938,071
Weighted Average Contractual Life (years)	5 years 6 months
Weighted Average Exercise Price	$ 2.8
Number of Shares Subject To Options Exercise | shares	317,500
Weighted Average Remaining Contractual Life (Years)	4 years 2 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
Weighted Average Exercise Price	$ 1.05
Number of Shares Subject To Options Exercise | shares	55,000
Weighted Average Remaining Contractual Life (Years)	4 years
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 2 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 2 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 2 months 30 days
Weighted Average Exercise Price	$ 1.34
Number of Shares Subject To Options Exercise | shares	7,500
Weighted Average Remaining Contractual Life (Years)	5 years 2 months 30 days
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 6 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 6 months 14 days
Weighted Average Exercise Price	$ 1.7
Exercise Price Range Five [Member]
Range of Exercise Prices	$ 2.28
Number of Shares Subject to Outstanding Options | shares	7,500
Weighted Average Contractual Life (years)	6 years 3 months 19 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 3 months 19 days
Weighted Average Exercise Price	$ 2.28
Exercise Price Range Six [Member]
Range of Exercise Prices	$ 4.2
Number of Shares Subject to Outstanding Options | shares	232,500
Weighted Average Contractual Life (years)	4 years 11 days
Weighted Average Exercise Price	$ 4.2
Number of Shares Subject To Options Exercise | shares	232,500
Weighted Average Remaining Contractual Life (Years)	4 years 11 days
Weighted Average Exercise Price	$ 4.2
Exercise Price Range Seven [Member]
Range of Exercise Prices	$ 1.98
Number of Shares Subject to Outstanding Options | shares	667,800
Weighted Average Contractual Life (years)	5 years 7 months 17 days
Weighted Average Exercise Price	$ 1.98
Number of Shares Subject To Options Exercise | shares
Weighted Average Exercise Price
Exercise Price Range Eight [Member]
Range of Exercise Prices	$ 2.48
Number of Shares Subject to Outstanding Options | shares	667,800
Weighted Average Contractual Life (years)	5 years 7 months 17 days
Weighted Average Exercise Price	$ 2.48
Number of Shares Subject To Options Exercise | shares
Weighted Average Exercise Price
Exercise Price Range Nine [Member]
Range of Exercise Prices	$ 3.23
Number of Shares Subject to Outstanding Options | shares	664,400
Weighted Average Contractual Life (years)	5 years 7 months 17 days
Weighted Average Exercise Price	$ 3.23
Number of Shares Subject To Options Exercise | shares
Weighted Average Exercise Price
Exercise Price Range Ten [Member]
Range of Exercise Prices	$ 3.23
Number of Shares Subject to Outstanding Options | shares	620,571
Weighted Average Contractual Life (years)	5 years 9 months 3 days
Weighted Average Exercise Price	$ 3.23
Number of Shares Subject To Options Exercise | shares
Weighted Average Exercise Price

Stock Options (Details Narrativ

Stock Options (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Stock based compensation expense	$ 465,763	$ 832
Unrecognized compensation cost	$ 2,746,876
Number of options granted	16,820,194
Alan L. Rubino [Member]
Number of options granted	620,571
Exercise price	$ 3.23

Leases (Details Narrative)

Leases (Details Narrative)	3 Months Ended
	Mar. 31, 2020USD ($)
Leases [Abstract]
Lease term	2 years
Base rent for First year	$ 3,998
Base rent for Second year	$ 4,100

Commitments (Details Narrative)

Commitments (Details Narrative) - USD ($)	Jun. 03, 2019	Mar. 31, 2020	Mar. 31, 2019
Company agreement expense		$ 76,460	$ 76,600
Charitable Gift Agreement [Member] | University of Pittsburgh
Donation	$ 250,000
Payment of donations		62,500	$ 0
Gifts remaining		$ 62,500

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Jun. 22, 2018	Mar. 31, 2020	Mar. 31, 2019
Vector Asset Management, Inc [Member]
Compensation expense	$ 120,000
Consulting services, expense		$ 30,000	$ 30,000
Stephen Yan-Klesson
Related Party expenses		$ 5,287

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Jun. 15, 2020	Jun. 01, 2020	May 22, 2020	Mar. 31, 2020
Options granted				620,571
Lease term				2 years
Subsequent Event [Member] | Cook [Member] | Employment Agreement [Member]
Options granted	100,000
Base salary	$ 130,000
Subsequent Event [Member] | May 2020 Option Grant [Member] | Officers, directors and consultants [Member]
Options granted			1,550,000
Exercise price			$ 1.40
Option vested			1,275,000
Option Remaining to vested			1,275,000
Subsequent Event [Member] | June 2020 Option Grant [Member] | Robin Robinson [Member] | Employment Agreement [Member]
Options granted		200,000
Exercise price		$ 1.40
Option vested		100,000
Option Remaining to vested		100,000
Base salary		$ 220,000
Lease term		2 years