Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-30156 | |
Entity Registrant Name | RENOVACARE, INC. | |
Entity Central Index Key | 0001016708 | |
Entity Tax Identification Number | 98-0384030 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 9375 E. Shea Blvd. | |
Entity Address, Address Line Two | Suite 107-A | |
Entity Address, City or Town | Scottsdale | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85260 | |
City Area Code | 888 | |
Local Phone Number | 398-0202 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 87,352,364 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 100,738 | $ 2,849,192 |
Prepaid expenses | 954,636 | 533,445 |
Total current assets | 1,055,374 | 3,382,637 |
Equipment, net of accumulated depreciation of $0 and $12,952, respectively | 29,271 | |
Intangible asset | 152,854 | |
Security Deposit | 7,995 | |
Right of Use Asset | 28,630 | |
Other Assets | 50,747 | |
Total assets | 1,055,374 | 3,652,134 |
Current liabilities | ||
Accounts payable and accrued liabilities | 838,240 | 1,274,748 |
Related party payables | 872,466 | |
Lease liability - current | 30,497 | |
Total current liabilities | 1,710,706 | 1,305,245 |
Convertible promissory note to related party | 800,000 | |
Interest payable on convertible promissory note to related party | 4,367 | |
Total liabilities | 2,515,073 | 1,305,245 |
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 September 30, 2022 and December 31, 2021 | 874 | 874 |
Additional paid-in capital | 37,178,669 | 36,585,919 |
Retained deficit | (38,639,242) | (34,239,904) |
Total stockholders' equity (deficit) | (1,459,699) | 2,346,889 |
Total liabilities and stockholders' equity (deficit) | $ 1,055,374 | $ 3,652,134 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation | $ 0 | $ 12,952 |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Operating expenses | ||||
Research and development | 388,082 | 744,625 | 1,363,739 | 2,503,487 |
General and administrative | 1,489,273 | 955,899 | 4,385,085 | 819,665 |
Total operating expenses, net | 1,877,355 | 1,700,524 | 5,748,824 | 3,323,152 |
Loss from operations | (1,877,355) | (1,700,524) | (5,748,824) | (3,323,152) |
Other income | ||||
Interest income | 288 | 2,239 | 1,659 | 4,861 |
Other income | 1,498,307 | 1,524,674 | 190,803 | |
Interest expense | (2,053) | (4,367) | ||
Impairment of intangible asset | (152,854) | |||
Loss on disposal of fixed assets | (19,626) | (19,626) | ||
Total other income | 1,476,916 | 2,399 | 1,349,486 | 195,664 |
Net loss | $ (400,439) | $ (1,698,285) | $ (4,399,338) | $ (3,127,488) |
Basic and Diluted Loss per Common Share | $ 0 | $ (0.02) | $ (0.05) | $ (0.04) |
Weighted average number of common shares outstanding - basic and diluted | 87,352,364 | 87,352,364 | 87,352,364 | 87,352,364 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 874 | $ 36,846,082 | $ (29,768,181) | $ 7,078,775 |
Beginning balance, shares at Dec. 31, 2020 | 87,352,364 | |||
Stock based compensation due to common stock purchase options | 352,063 | 352,063 | ||
Reversal of stock based compensation due to common stock purchase option cancellations | (1,248,575) | (1,248,575) | ||
Net loss | (517,242) | (517,242) | ||
Ending balance, value at Mar. 31, 2021 | $ 874 | 35,949,570 | (30,285,423) | 5,665,021 |
Ending balance, shares at Mar. 31, 2021 | 87,352,364 | |||
Stock based compensation due to common stock purchase options | 243,979 | 243,979 | ||
Reversal of stock based compensation due to common stock purchase option cancellations | (66,130) | (66,130) | ||
Net loss | (911,961) | (911,961) | ||
Ending balance, value at Jun. 30, 2021 | $ 874 | 36,127,419 | (31,197,384) | 4,930,909 |
Ending balance, shares at Jun. 30, 2021 | 87,352,364 | |||
Stock based compensation due to common stock purchase options | 246,250 | 246,250 | ||
Net loss | (1,698,285) | (1,698,285) | ||
Ending balance, value at Sep. 30, 2021 | $ 874 | 36,373,669 | (32,895,669) | 3,478,874 |
Ending balance, shares at Sep. 30, 2021 | 87,352,364 | |||
Beginning balance, value at Dec. 31, 2021 | $ 874 | 36,585,919 | (34,239,904) | 2,346,889 |
Beginning balance, shares at Dec. 31, 2021 | 87,352,364 | |||
Stock based compensation due to common stock purchase options | 201,250 | 201,250 | ||
Net loss | (1,727,334) | (1,727,334) | ||
Ending balance, value at Mar. 31, 2022 | $ 874 | 36,787,169 | (35,967,238) | 820,805 |
Ending balance, shares at Mar. 31, 2022 | 87,352,364 | |||
Stock based compensation due to common stock purchase options | 195,750 | 195,750 | ||
Net loss | (2,271,565) | (2,271,565) | ||
Ending balance, value at Jun. 30, 2022 | $ 874 | 36,982,919 | (38,238,803) | (1,255,010) |
Ending balance, shares at Jun. 30, 2022 | 87,352,364 | |||
Stock based compensation due to common stock purchase options | 195,750 | 195,750 | ||
Net loss | (400,439) | (400,439) | ||
Ending balance, value at Sep. 30, 2022 | $ 874 | $ 37,178,669 | $ (38,639,242) | $ (1,459,699) |
Ending balance, shares at Sep. 30, 2022 | 87,352,364 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows used in operating activities | ||
Net loss | $ (4,399,338) | $ (3,127,488) |
Adjustments to reconcile net loss to net cash flows used in operating activities | ||
Depreciation expense | 4,645 | 7,046 |
Stock based compensation expense | 730,497 | (407,163) |
Impairment of intangible asset | 152,854 | |
Non cash lease (benefit) expense | (1,867) | 1,753 |
Loss on disposal of fixed assets | 19,626 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses and other assets | (500,196) | 101,960 |
Increase (decrease) in accounts payable | (436,508) | (567,312) |
Increase (decrease) in related party accounts payable | 872,466 | |
Increase (decrease) in related party interest payable | 4,367 | |
Net cash flows used in operating activities | (3,553,454) | (3,991,204) |
Cash flows from investing activity | ||
Proceeds from the sale of fixed assets | 5,000 | |
Net cash flows from investing activity | 5,000 | |
Cash flows from financing activities | ||
Proceeds from the issuance of a related party convertible promissory note | 800,000 | |
Net cash flows from financing activities | 800,000 | |
Decrease in cash | (2,748,454) | (3,991,204) |
Cash at beginning of period | 2,849,192 | 7,412,969 |
Cash at end of period | $ 100,738 | $ 3,421,765 |
Basis of Presentation, Organiza
Basis of Presentation, Organization, Going Concern, Recent Accounting Standards and Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Organization, Going Concern, Recent Accounting Standards and Earnings (Loss) Per Share | Note 1. Basis of Presentation, Organization, Going Concern, Recent Accounting Standards and Earnings (Loss) Per Share Basis of Presentation The accompanying unaudited interim consolidated financial statements of RenovaCare, Inc. and Subsidiary (“RenovaCare” or the “ Company SEC U.S. GAAP The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Actual results may differ from those estimates. The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position as of September 30, 2022, results of operations and stockholders’ equity for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. Organization RenovaCare, Inc., formerly Janus Resources, is a Nevada July 14, 1983 The Company has an authorized capital of 500,000,000 0.00001 87,352,364 10,000,000 0.0001 none RenovaCare, Inc., through its wholly owned subsidiary, RenovaCare Sciences Corp. is a development-stage company focusing on the research, development and 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 completed the acquisition of its flagship technologies (collectively, the “ CellMist TM The CellMist™ System is a cell isolation procedure that enzymatically renders stem cells from the patient’s own skin or other tissues. The resulting stem cell suspension is administered topically from SkinGun TM as a cell therapy onto wounds including burns to facilitate healing. Currently, the Company’s proprietary technologies are the subject of forty-four (44) U.S. and foreign granted or pending patents or patent applications and seventeen (17) U.S. and foreign trademarks. Of the issued patents, five (5) are U.S. patents and seventeen (17) have issued or are allowed in Australia, Canada, China, Europe, Germany, France, Italy, Japan, Korea, Netherlands, Spain, Switzerland/Liechtenstein, and the United Kingdom. The Company does not have any commercialized products. The Company's activities have consisted principally of performing research and development activities and raising capital to support such activities. The Company has not generated any revenue 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 will need to raise additional capital through partnerships or the sale of its securities to accomplish its business plan. 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 depends 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. Going Concern The Company has not generated any revenue since inception and has sustained recurring losses and negative cash flows from operations since inception. On 30, 2022, the Company had $ 100,738 1,710,706 38,639,242 The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year beyond the filing of this Quarterly Report on Form 10-Q. Based on such evaluation and the Company’s current plans, which are subject to change, management believes that the Company’s existing cash as of September 30, 2022 is insufficient to satisfy its operating cash needs for the year after the filing of this Quarterly Report on Form 10-Q. The Company is responsible to bear the costs to defend itself and its directors and officers, pursuant to the indemnification clause in the Company’s bylaws, against various Lawsuits (as each of those terms are defined in “Note 8. Commitments and Contingencies—Legal Proceedings” below) currently consisting of a civil action filed by the SEC and two class actions and four derivative actions. See “Note 8. Commitments and Contingencies—Legal Proceedings.” The legal costs to defend the Company against the Lawsuits have been material. During the three and nine months ended September 30, 2022, the Company recognized $ 1,413,185 3,469,527 1,524,674 D&O Policy Kalen Capital Mr. Rayat 800,000 750,000 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 future of the Company will depend on its ability to successfully raise capital from external sources. As noted above, management believes that the Company’s existing cash as of September 30, 2022, are insufficient to satisfy its operating cash needs for the year after the filing of this Quarterly Report on Form 10-Q. If the Company is unable to maintain sufficient financial resources, its business, financial condition, and results of operations will be materially and adversely affected. This could affect future development and business activities and potential future product development and/or other future ventures. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. Additionally, equity or convertible debt financings will likely have a dilutive effect on the holdings of the Company’s existing stockholders. Debt financing may involve agreements that include covenants limiting or restricting the Company’s ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends, and may be secured by all or a portion of the Company’s assets. Accounting Pronouncements The Company evaluates all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB) for consideration of their applicability. ASUs not included in the Company’s disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on its Consolidated Financial Statements. New Accounting Pronouncements Not Yet Adopted None. Accounting Pronouncements Recently Adopted In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40),” to address the complexity in accounting for certain financial instruments with characteristics of liabilities and equity. Amongst other provisions, the amendments in this ASU significantly changed the guidance on the issuer’s accounting for convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity such that fewer conversion features will require separate recognition, and fewer freestanding instruments, like warrants, will require liability treatment. For smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted the new standard on January 1, 2022, with no impact to its financial statements. Earnings (Loss) Per Share The Company presents both basic and diluted earnings per share (" EPS Following is the computation of basic and diluted net loss per share for the three and nine months ended September 30, 2022, and 2021: Schedule of computation of basic and diluted net loss per share Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (400,439 ) $ (1,698,285 ) $ (4,399,338 ) $ (3,127,488 ) Denominator: Weighted average number of common shares outstanding 87,352,364 87,352,364 87,352,364 87,352,364 Basic and diluted EPS $ (0.00 ) $ (0.02 ) $ (0.05 ) $ (0.04 ) 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 3,074,999 3,139,999 3,074,999 3,139,999 Warrants 11,245,000 11,712,496 11,245,000 11,712,496 Total shares not included in the computation of diluted losses per share 14,319,999 14,852,495 14,319,999 14,852,495 |
Assets _ Intellectual Property
Assets – Intellectual Property | 9 Months Ended |
Sep. 30, 2022 | |
Assets Intellectual Property | |
Assets – Intellectual Property | Note 2. Assets – Intellectual Property On July 12, 2013, the Company, together with its wholly owned subsidiary, RenovaCare Sciences, Inc., entered into an Asset Purchase Agreement, pursuant to which RenovaCare Sciences purchased all the rights, title and interest in the CellMist TM System. Acquisition related costs amounted to $ 52,852 100,002 152,854 During the nine months ended September 30, 2022, the Company recorded an impairment of the full carrying value of the intangible asset of $ 152,854 |
Prepaid Expenses
Prepaid Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expenses | |
Prepaid Expenses | Note 3. Prepaid Expenses Prepaid expenses and other current assets consist of the following: Schedule of prepaid expenses and other current assets September 30, December 31, 2022 2021 Prepaid stock options for services - 87,001 Prepaid professional fees 847,500 100,930 Prepaid research and development expense 104,636 289,746 Other prepaid costs 2,500 13,964 Refunds due - 41,804 Total prepaid expenses $ 954,636 $ 533,445 |
Related Party Convertible Promi
Related Party Convertible Promissory Note | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Convertible Promissory Note | |
Related Party Convertible Promissory Note | Note 4. Related Party Convertible Promissory Note On March 18, 2022, the Company issued an Unsecured Convertible Promissory Note (the “ Unsecured Note 800,000 1 0.45 During the three and nine months ended September 30, 2022, the Company recognized $ 2,053 4,367 |
Current Liabilities
Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Current Liabilities | Note 5. Current Liabilities Current liabilities consist of the following: Schedule of current liabilities September 30, 2022 December 31, 2021 Legal fees and related $ 286,259 $ 869,950 Officer compensation - 55,040 Consultants 13,250 117,943 Trade payables 538,731 231,815 Related party payables 872,466 - Total $ 1,710,706 $ 1,274,748 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Equity | Note 6. Equity Common Stock At September 30, 2022, the Company had 500,000,000 0.00001 87,352,364 Warrants The Company has issued warrants to purchase common stock at various exercise prices in connection with loan agreements and private placements. The following table summarizes information about warrants outstanding at September 30, 2022 and December 31, 2021: Schedule of warrants outstanding Shares of Common Stock Issuable from Warrants Outstanding as of Weighted September 30, December 31, Average Description 2022 2021 Exercise Price Expiration Series F - 7,246 $ 3.45 February 23, 2022 Series G - 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 11,245,000 11,712,496 No warrants were exercised during the three and nine months ended September 30, 2022. Stock Options The following table summarizes stock option activity for the nine months ended September 30, 2022: Schedule of stock option activity Number of Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($) Outstanding at December 31, 2021 3,139,999 2.17 Granted - - Forfeited (115,000 ) 2.23 Outstanding at September 30, 2022 3,024,999 2.17 3.84 - Vested and exercisable at September 30, 2022 2,674,999 2.03 3.79 - The following table sets forth the share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time, that were recorded in the Company’s Statements of Operations for the three and nine months ended September 30, 2022 and 2021: Schedule of consolidated statement of operations Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 289,997 $ 224,000 $ 724,997 $ 731,438 General and administrative - 44,000 5,500 (1,138,601 ) Total $ 289,997 $ 268,000 $ 730,497 $ (407,163 ) |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Leases | Note 7. Leases In February 2020, the Company entered into a two-year lease for office premises located at 4 Becker Farm Road, Suite 105, Roseland, New Jersey (the “ Premises 4,356 4,459 2 In July 2022, Premises lease expired and was not renewed. The Company sold all office funiture for proceeds of $ 5,000 42,223 17,597 19,626 As of September 30, 2022, the Company has not entered into any leases which have not yet commenced which would entitle the Company to significant rights or create additional obligations. The Company does not have any finance leases. Supplemental lease information: Schedule of supplemental lease information As of September 30, As of December 31, 2022 2021 Operating lease right-of-use asset $ - $ 28,630 Current maturities of operating lease $ - $ 30,497 Current maturities of operating lease in accounts payable - - Total operating lease liabilities $ - $ 30,497 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies Stem Cell Systems (SCS) In connection with the Company’s anticipated future regulatory filings, the Company has engaged StemCell Systems GmbH (“ StemCell Systems Strategic Agreement 39,000 ROFR Agreement On April 28, 2022, the Company provided StemCell Systems with notice of termination of the Strategic Agreement. Pursuant to the terms of the Strategic Agreement, upon cancelation, the Company recognized a termination fee equal to 12 months of the base monthly fee and totaling $ 372,000 Pursuant to the Strategic Agreement, the Company incurred expenses of $ 0 142,000 545,000 391,000 30, 2022 and 2021, respectively. As of 30, 2022, included in the Company’s accounts payable balance is approximately $ 503,000 Legal Proceedings SEC Civil Complaint On May 28, 2021, the SEC filed a civil complaint (the “ SEC Action Defendants Class Action Complaints On July 16, 2021, Gabrielle A. Boller filed a class action lawsuit in the U.S. District Court for the District of New Jersey (the “ Boller Lawsuit Boller Defendants The Company disputes the plaintiffs’ claims in the Boller Lawsuit and intends to defend these matters vigorously. To that end, the Company has engaged counsel to defend the Boller Defendants. Given the uncertainty of litigation, the preliminary stage of these cases, the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from these actions. On July 21, 2021, Michael Solakian, filed a class action lawsuit in the U.S. District Court for the District of New Jersey (the “ Solakian Lawsuit Solakian Defendants The Company disputes the plaintiffs’ claims in the Solakian Lawsuit and intends to defend these matters vigorously. To that end, the Company has engaged counsel to defend the Solakian Defendants. Given the uncertainty of litigation, the preliminary stage of these cases, the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from these actions. Shareholder Derivative Complaints On December 20, 2021, Melvin Emberland (“Emberland”), derivatively and on behalf of nominal defendant RenovaCare, Inc. filed a lawsuit (the “ Emberland Lawsuit Emberland Defendants The Company disputes Emberland’s claims and intends to defend these matters vigorously. To that end, the Company has engaged counsel to defend the Emberland Defendants. Given the uncertainty of litigation, the preliminary stage of the Emberland Lawsuit, the legal standards that must be met for success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from these actions. On January 6, 2022, Zoser Vargas (“ Vargas Vargas Lawsuit Vargas Defendants The Company disputes Vargas’ claims and intends to defend these matters vigorously. To that end, the Company has engaged counsel to defend the Vargas Defendants. Given the uncertainty of litigation, the preliminary stage of these cases, the legal standards that must be met for success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from these actions. On January 28, 2022, Aviva Meyer (“ Meyer Meyer Lawsuit Meyer Defendants The Company disputes Meyer’s claims and intends to defend these matters vigorously. To that end, the Company has engaged counsel to defend the Meyer Defendants Given the uncertainty of litigation, the preliminary stage of these cases, the legal standards that must be met for success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from these actions. On March 28, 2022, Peter Rigsby (“ Rigsby Rigsby Lawsuit Rigsby Defendants On May 19, 2022, Helen Medrano (“ Medrano Medrano Lawsuit Medrano Defendants The Company believes that the claims asserted in the SEC Action, the Boller Lawsuit, the Solakian Lawsuit, the Emberland Lawsuit, the Vargas Lawsuit, the Meyer Lawsuit, the Rigsby Lawsuit, and the Medrano Lawsuit (collectively, the “ Lawsuits |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9. Related Party Transactions During the three and nine months ended September 30, 2022, Kalen Capital made payments related to the Lawsuits totaling $ 835,779 872,466 872,466 825,000 47,466 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10. Subsequent Events Management has reviewed material events subsequent of the period ended September 30, 2022 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events.” |
Basis of Presentation, Organi_2
Basis of Presentation, Organization, Going Concern, Recent Accounting Standards and Earnings (Loss) Per Share (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated financial statements of RenovaCare, Inc. and Subsidiary (“RenovaCare” or the “ Company SEC U.S. GAAP The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Actual results may differ from those estimates. The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position as of September 30, 2022, results of operations and stockholders’ equity for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. |
Organization | Organization RenovaCare, Inc., formerly Janus Resources, is a Nevada July 14, 1983 The Company has an authorized capital of 500,000,000 0.00001 87,352,364 10,000,000 0.0001 none RenovaCare, Inc., through its wholly owned subsidiary, RenovaCare Sciences Corp. is a development-stage company focusing on the research, development and 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 completed the acquisition of its flagship technologies (collectively, the “ CellMist TM The CellMist™ System is a cell isolation procedure that enzymatically renders stem cells from the patient’s own skin or other tissues. The resulting stem cell suspension is administered topically from SkinGun TM as a cell therapy onto wounds including burns to facilitate healing. Currently, the Company’s proprietary technologies are the subject of forty-four (44) U.S. and foreign granted or pending patents or patent applications and seventeen (17) U.S. and foreign trademarks. Of the issued patents, five (5) are U.S. patents and seventeen (17) have issued or are allowed in Australia, Canada, China, Europe, Germany, France, Italy, Japan, Korea, Netherlands, Spain, Switzerland/Liechtenstein, and the United Kingdom. The Company does not have any commercialized products. The Company's activities have consisted principally of performing research and development activities and raising capital to support such activities. The Company has not generated any revenue 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 will need to raise additional capital through partnerships or the sale of its securities to accomplish its business plan. 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 depends 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. |
Going Concern | Going Concern The Company has not generated any revenue since inception and has sustained recurring losses and negative cash flows from operations since inception. On 30, 2022, the Company had $ 100,738 1,710,706 38,639,242 The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year beyond the filing of this Quarterly Report on Form 10-Q. Based on such evaluation and the Company’s current plans, which are subject to change, management believes that the Company’s existing cash as of September 30, 2022 is insufficient to satisfy its operating cash needs for the year after the filing of this Quarterly Report on Form 10-Q. The Company is responsible to bear the costs to defend itself and its directors and officers, pursuant to the indemnification clause in the Company’s bylaws, against various Lawsuits (as each of those terms are defined in “Note 8. Commitments and Contingencies—Legal Proceedings” below) currently consisting of a civil action filed by the SEC and two class actions and four derivative actions. See “Note 8. Commitments and Contingencies—Legal Proceedings.” The legal costs to defend the Company against the Lawsuits have been material. During the three and nine months ended September 30, 2022, the Company recognized $ 1,413,185 3,469,527 1,524,674 D&O Policy Kalen Capital Mr. Rayat 800,000 750,000 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 future of the Company will depend on its ability to successfully raise capital from external sources. As noted above, management believes that the Company’s existing cash as of September 30, 2022, are insufficient to satisfy its operating cash needs for the year after the filing of this Quarterly Report on Form 10-Q. If the Company is unable to maintain sufficient financial resources, its business, financial condition, and results of operations will be materially and adversely affected. This could affect future development and business activities and potential future product development and/or other future ventures. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. Additionally, equity or convertible debt financings will likely have a dilutive effect on the holdings of the Company’s existing stockholders. Debt financing may involve agreements that include covenants limiting or restricting the Company’s ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends, and may be secured by all or a portion of the Company’s assets. |
Accounting Pronouncements | Accounting Pronouncements The Company evaluates all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB) for consideration of their applicability. ASUs not included in the Company’s disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on its Consolidated Financial Statements. New Accounting Pronouncements Not Yet Adopted None. Accounting Pronouncements Recently Adopted In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40),” to address the complexity in accounting for certain financial instruments with characteristics of liabilities and equity. Amongst other provisions, the amendments in this ASU significantly changed the guidance on the issuer’s accounting for convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity such that fewer conversion features will require separate recognition, and fewer freestanding instruments, like warrants, will require liability treatment. For smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted the new standard on January 1, 2022, with no impact to its financial statements. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company presents both basic and diluted earnings per share (" EPS Following is the computation of basic and diluted net loss per share for the three and nine months ended September 30, 2022, and 2021: Schedule of computation of basic and diluted net loss per share Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (400,439 ) $ (1,698,285 ) $ (4,399,338 ) $ (3,127,488 ) Denominator: Weighted average number of common shares outstanding 87,352,364 87,352,364 87,352,364 87,352,364 Basic and diluted EPS $ (0.00 ) $ (0.02 ) $ (0.05 ) $ (0.04 ) 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 3,074,999 3,139,999 3,074,999 3,139,999 Warrants 11,245,000 11,712,496 11,245,000 11,712,496 Total shares not included in the computation of diluted losses per share 14,319,999 14,852,495 14,319,999 14,852,495 |
Basis of Presentation, Organi_3
Basis of Presentation, Organization, Going Concern, Recent Accounting Standards and Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of computation of basic and diluted net loss per share | Schedule of computation of basic and diluted net loss per share Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (400,439 ) $ (1,698,285 ) $ (4,399,338 ) $ (3,127,488 ) Denominator: Weighted average number of common shares outstanding 87,352,364 87,352,364 87,352,364 87,352,364 Basic and diluted EPS $ (0.00 ) $ (0.02 ) $ (0.05 ) $ (0.04 ) 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 3,074,999 3,139,999 3,074,999 3,139,999 Warrants 11,245,000 11,712,496 11,245,000 11,712,496 Total shares not included in the computation of diluted losses per share 14,319,999 14,852,495 14,319,999 14,852,495 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expenses | |
Schedule of prepaid expenses and other current assets | Schedule of prepaid expenses and other current assets September 30, December 31, 2022 2021 Prepaid stock options for services - 87,001 Prepaid professional fees 847,500 100,930 Prepaid research and development expense 104,636 289,746 Other prepaid costs 2,500 13,964 Refunds due - 41,804 Total prepaid expenses $ 954,636 $ 533,445 |
Current Liabilities (Tables)
Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of current liabilities | Schedule of current liabilities September 30, 2022 December 31, 2021 Legal fees and related $ 286,259 $ 869,950 Officer compensation - 55,040 Consultants 13,250 117,943 Trade payables 538,731 231,815 Related party payables 872,466 - Total $ 1,710,706 $ 1,274,748 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of warrants outstanding | Schedule of warrants outstanding Shares of Common Stock Issuable from Warrants Outstanding as of Weighted September 30, December 31, Average Description 2022 2021 Exercise Price Expiration Series F - 7,246 $ 3.45 February 23, 2022 Series G - 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 11,245,000 11,712,496 |
Schedule of stock option activity | Schedule of stock option activity Number of Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($) Outstanding at December 31, 2021 3,139,999 2.17 Granted - - Forfeited (115,000 ) 2.23 Outstanding at September 30, 2022 3,024,999 2.17 3.84 - Vested and exercisable at September 30, 2022 2,674,999 2.03 3.79 - |
Schedule of consolidated statement of operations | Schedule of consolidated statement of operations Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 289,997 $ 224,000 $ 724,997 $ 731,438 General and administrative - 44,000 5,500 (1,138,601 ) Total $ 289,997 $ 268,000 $ 730,497 $ (407,163 ) |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Schedule of supplemental lease information | Schedule of supplemental lease information As of September 30, As of December 31, 2022 2021 Operating lease right-of-use asset $ - $ 28,630 Current maturities of operating lease $ - $ 30,497 Current maturities of operating lease in accounts payable - - Total operating lease liabilities $ - $ 30,497 |
Basis of Presentation, Organi_4
Basis of Presentation, Organization, Going Concern, Recent Accounting Standards and Earnings (Loss) Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Loss available to common stockholders' | $ (400,439) | $ (1,698,285) | $ (4,399,338) | $ (3,127,488) |
Denominator: | ||||
Weighted average number of common shares outstanding | 87,352,364 | 87,352,364 | 87,352,364 | 87,352,364 |
Basic and diluted EPS | $ 0 | $ (0.02) | $ (0.05) | $ (0.04) |
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 | 14,319,999 | 14,852,495 | 14,319,999 | 14,852,495 |
Equity Option [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 | 3,074,999 | 3,139,999 | 3,074,999 | 3,139,999 |
Warrant [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 | 11,245,000 | 11,712,496 | 11,245,000 | 11,712,496 |
Basis of Presentation, Organi_5
Basis of Presentation, Organization, Going Concern, Recent Accounting Standards and Earnings (Loss) Per Share (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Aug. 03, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Mar. 18, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Entity Incorporation, State or Country Code | NV | ||||
Date of Incorporation | Jul. 14, 1983 | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Common stock, shares outstanding | 87,352,364 | 87,352,364 | 87,352,364 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Cash on hand | $ 100,738 | $ 100,738 | |||
Current liability | 1,710,706 | 1,710,706 | $ 1,305,245 | ||
Accumulated deficit | 38,639,242 | 38,639,242 | $ 34,239,904 | ||
Reimbursements received | 1,524,674 | 1,524,674 | |||
Legal counsel | $ 750,000 | 825,000 | |||
Kalen Capital [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Loan | $ 800,000 | ||||
Attorneys [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments to retainer | $ 1,413,185 | $ 3,469,527 |
Assets _ Intellectual Property
Assets – Intellectual Property (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jul. 13, 2013 | |
Assets Intellectual Property | ||||||
Acquisition related costs | $ 52,852 | |||||
Intangible assets | $ 152,854 | $ 100,002 | ||||
Impairment of intangible assets | $ 152,854 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expenses | ||
Prepaid stock options for services | $ 87,001 | |
Prepaid professional fees | 847,500 | 100,930 |
Prepaid research and development expense | 104,636 | 289,746 |
Other prepaid costs | 2,500 | 13,964 |
Refunds due | 41,804 | |
Total prepaid expenses | $ 954,636 | $ 533,445 |
Related Party Convertible Pro_2
Related Party Convertible Promissory Note (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Mar. 18, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Interest expense | $ 2,053 | $ 4,367 | |
Kalen Capital Corp [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Loan | $ 800,000 | ||
Interest rate | 1% | ||
Conversion price | $ 0.45 |
Current Liabilities (Details)
Current Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Legal fees and related | $ 286,259 | $ 869,950 |
Officer compensation | 55,040 | |
Consultants | 13,250 | 117,943 |
Trade payables | 538,731 | 231,815 |
Related party payables | 872,466 | |
Total | $ 1,710,706 | $ 1,274,748 |
Equity (Details)
Equity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Series F [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares of Common Stock Issuable from Warrants Outstanding | 7,246 | |
Weighted Average Exercise Price | $ 3.45 | |
Expiration | Feb. 23, 2022 | |
Series G [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares of Common Stock Issuable from Warrants Outstanding | 460,250 | |
Weighted Average Exercise Price | $ 2.68 | |
Expiration | Jul. 21, 2022 | |
Series H [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares of Common Stock Issuable from Warrants Outstanding | 910,000 | 910,000 |
Weighted Average Exercise Price | $ 2.75 | |
Expiration | Oct. 16, 2022 | |
Series I [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares of Common Stock Issuable from Warrants Outstanding | 10,335,000 | 10,335,000 |
Weighted Average Exercise Price | $ 2 | |
Expiration | Nov. 26, 2025 | |
Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares of Common Stock Issuable from Warrants Outstanding | 11,245,000 | 11,712,496 |
Equity (Details 1)
Equity (Details 1) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Options oustanding - ending balance | 3,024,999 | 3,139,999 |
Options outstanding - ending balance | $ 2.17 | $ 2.17 |
Options granted | ||
Options granted | ||
Options forfeited | (115,000) | |
Options forfeited | $ 2.23 | |
Weighted average remaining contracted term | 3 years 10 months 2 days | |
Options Vested and Exercisable | 2,674,999 | |
Options Vested and Exercisable | $ 2.03 | |
Options Vested and Exercisable | 3 years 9 months 14 days |
Equity (Details 2)
Equity (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total | $ 289,997 | $ 268,000 | $ 730,497 | $ (407,163) |
Share-Based Payment Arrangement, Option [Member] | Research and Development Expense [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total | 289,997 | 224,000 | 724,997 | 731,438 |
Share-Based Payment Arrangement, Option [Member] | General and Administrative Expense [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total | $ 44,000 | $ 5,500 | $ (1,138,601) |
Equity (Details Narrative)
Equity (Details Narrative) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
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 |
Leases (Details)
Leases (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Leases | ||
Operating lease right-of-use asset | $ 28,630 | |
Current maturities of operating lease | 30,497 | |
Current maturities of operating lease in accounts payable | ||
Total operating lease liabilities | $ 30,497 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Leases | ||||||
Base rent for First year | $ 4,356 | |||||
Base rent for Second year | $ 4,459 | |||||
Lease term | 2 years | 2 years | ||||
Proceeds from disposed assets | $ 5,000 | $ 5,000 | ||||
Gross carrying value | 42,223 | |||||
Accumulated depreciation | 17,597 | $ 0 | 0 | $ 12,952 | ||
Loss on dosposal of assets | $ 19,626 | $ (19,626) | $ (19,626) |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Apr. 28, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Termination fees | $ 372,000 | ||||
StemCell Systems [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Periodic Payment | $ 39,000 | ||||
Incurred expenses | $ 0 | $ 142,000 | 545,000 | $ 391,000 | |
Due to related party | $ 503,000 | $ 503,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Aug. 03, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | |||
Travel and lodging costs | $ 47,466 | ||
Legal counsel | $ 750,000 | 825,000 | |
Kalen Capital [Member] | |||
Related Party Transaction [Line Items] | |||
Travel and lodging costs | $ 835,779 | $ 872,466 |