RenovaCare (RCAR) 10-K 28 Mar 16 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 25, 2016	Jun. 29, 2015
Document And Entity Information
Entity Registrant Name	Renovacare, Inc.
Entity Central Index Key	1,016,708
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		69,955,847
Public Float			$ 33,305,880
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,015

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current assets
Cash and cash equivalents	$ 397,589	$ 683,098
Prepaid expenses	10,293	7,448
Total current assets	407,882	690,546
Intangible assets	152,854	162,854
Total assets	560,736	853,400
Current liabilities
Accounts payable and accrued liabilities	71,563	6,182
Accrued expenses - related parties	30,095	7,255
Contract and contribution payable	134,125	187,500
Total current liabilities	235,783	200,937
Contract and contribution payable, less current portion	100,000	178,125
Total liabilities	$ 335,783	$ 379,062
STOCKHOLDERS' EQUITY
Preferred stock: $0.0001 par value: Authorized: 10,000,000 shares, Issued and outstanding: nil
Common stock: $0.00001 par value: Authorized: 500,000,000 shares, issued and outstanding: 67,781,934 and 66,575,122 shares, respectively	$ 678	$ 666
Additional paid-in capital	9,197,970	8,128,860
Accumulated deficit	(8,973,695)	(7,655,188)
Total stockholders' equity	224,953	474,338
Total liabilities and stockholders' equity	$ 560,736	$ 853,400

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
STOCKHOLDERS' EQUITY
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, Authorized	10,000,000	10,000,000
Preferred stock, shares Issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, Authorized	500,000,000	500,000,000
Common stock, shares Issued	67,781,934	66,575,122
Common stock, shares outstanding	67,781,934	66,575,122

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Consolidated Statements Of Operations
Revenue
Expenses
Research and development expenses	$ 281,218	$ 975,667
General and administrative expenses	1,037,289	1,155,729
Total operating expenses	1,318,507	2,131,396
Net loss	$ (1,318,507)	$ (2,131,396)
Earnings per share
Loss per common share	$ (0.02)	$ (0.03)
Weighted average shares outstanding	67,233,254	66,575,122

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated deficit	Total
Beginning Balance, Shares at Dec. 31, 2013	66,575,122
Beginning Balance, Amount at Dec. 31, 2013	$ 666	$ 7,220,612	$ (5,523,792)	$ 1,697,486
Stock based compensation - Series A Warrant		848,388		848,388
Stock based compensation - options		$ 59,860		59,860
Net Loss			$ (2,131,396)	(2,131,396)
Ending Balance, Shares at Dec. 31, 2014	66,575,122
Ending Balance, Amount at Dec. 31, 2014	$ 666	$ 8,128,860	(7,655,188)	474,338
Stock based compensation - options		59,122		59,122
Issuance of common stock plus warrants, Shares	1,010,000
Issuance of common stock plus warrants, Amount	$ 10	1,009,990		$ 1,010,000
Exercise of warrants, Shares	196,812
Exercise of warrants, Amount	$ 2	(2)
Net Loss			(1,318,507)	$ (1,318,507)
Ending Balance, Shares at Dec. 31, 2015	67,781,934
Ending Balance, Amount at Dec. 31, 2015	$ 678	$ 9,197,970	$ (8,973,695)	$ 224,953

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities
Net loss	$ (1,318,507)	$ (2,131,396)
Adjustments to reconcile net loss to net cash flows from operating activities:
Impairment loss	10,000
Stock based compensation expense	$ 59,122	$ 59,860
Stock based consulting expense		848,388
Bad debt expense		80,000
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses	$ (2,845)	(6,218)
(Decrease) increase in accounts payable and accrued expenses	65,381	(5,040)
(Decrease) increase in accounts payable - related parties	22,840	(36,964)
(Decrease) increase in contract and contribution payable	(131,500)	365,625
Net cash flows from operating activities	(1,295,509)	$ (825,745)
Cash flows from financing activities:
Sale of common stock and warrants	1,010,000
Net cash flows from financing activities	1,010,000
Change in cash and cash equivalents	(285,509)	$ (825,745)
Cash and cash equivalents, beginning of period	683,098	1,508,843
Cash and cash equivalents, end of period	$ 397,589	$ 683,098

Organization, Nature and Contin

Organization, Nature and Continuance of Operations	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 1. Organization, Nature and Continuance of Operations	RenovaCare, Inc., together with its wholly owned subsidiary (the "Company"), 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. The Company was previously involved in the exploration and development of both mineral exploration properties and oil and gas properties. The Company sold its oil and gas properties on February 18 and 19, 2013 and sold its subsidiary which controlled various mineral leases and mining claims on December 31, 2013. On July 12, 2013, the Company, together with its wholly owned subsidiary, RenovaCare Sciences Corp. ("RenovaCare Sciences"), a Nevada corporation formerly known as Janus Acquisition Corp., entered into an asset purchase agreement with Dr. Jörg Gerlach, MD, PhD, pursuant to which RenovaCare Sciences purchased all of Dr. Gerlach's rights, title and interest to a treatment methodology for cell isolation for the regeneration of human skin cells, along with a medical-grade liquid spraying device and associated equipment (the "SkinGun TM TM On December 31, 2013, the Company entered into a stock purchase agreement with Duke Mountain Resources, Inc. ("Duke"), a Nevada corporation, pursuant to which the Company sold to Duke 100% of the issued and outstanding shares of Fostung Resources Ltd. ("Fostung Resources"), a corporation organized under the laws of Ontario, Canada and a wholly owned subsidiary of ours, for a promissory note in the amount of $80,000, which amount approximated the fair value of the leases and mining claims controlled by Fostung Resources, as concluded by an independent third-party geological consultant. During 2014 management determined that collection of any portion of the principal outstanding under the promissory note from Duke was no longer probable. As a result, the Company wrote off the balance of principal due under the note amounting to $83,200, including interest receivable of $3,200, during the year ended December 31, 2014. The Company has recently incurred net operating losses and operating cash flow deficits. The Company's total accumulated deficit is $9.0 million as of December 31, 2015. The Company does not currently generate revenues and will continue to incur losses from operations and operating cash flow deficits in the future. Management believes that the Company's cash and cash equivalent balances, and other external sources of capital will be sufficient to meet our cash requirements through June 30, 2016. The future of the Company after June 2016 will depend in large part on its ability to successfully raise capital from external sources to fund operations. The matters described above raise substantial doubt about the Company's ability to continue as a going concern.The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 2. Significant Accounting Policies	Principles of Consolidation These consolidated financial statements have been prepared in accordance with US GAAP and include the accounts of the Company and its wholly owned subsidiary, RenovaCare Sciences. All significant intercompany transactions and balances have been eliminated. RenovaCare Sciences was incorporated under the laws of the State of Nevada on June 12, 2013. Applicable Accounting Guidance 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. Accounting Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results, as determined by future events, may differ from these estimates. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents may at times exceed federally insured limits. Fair Value of Financial Instruments The carrying amounts for cash and cash equivalents, contract and contribution payable and accounts payable and accrued expenses approximate fair value based on observable quoted prices for active markets – Level 1 inputs. Research and Development Costs The Company intends to outsource its research and development efforts and expense related costs as incurred, including the cost of manufacturing product for testing, licensing fees and costs associated with planning and conducting clinical trials. The value ascribed to patents and other intellectual property acquired will be capitalized as it relates to particular research and development projects that may have alternative future uses. Intangible Assets The intangible asset consists primarily of the SkinGun TM The Company assessed the following qualitative factors that could affect any change in the fair value of the intangible asset: analysis of the technology's current phase, additional testing necessary to bring the technology to market, development of competing products, changes in projections caused by delays, changes in regulations, changes in the market for the technology and changes in cost projections to bring the technology to market. Based on a qualitative assessment, management concluded that a positive assertion can be made from the qualitative assessment that it is more likely than not that the intangible asset related to the SkinGun TM Stock Options The Company measures all stock-based compensation awards using a fair value method on the date of grant and recognizes such expense in its consolidated financial statements over the requisite service period. The Company uses the Black-Scholes pricing model to determine the fair value of stock-based compensation awards on the date of grant. The Black-Scholes pricing model requires management to make assumptions regarding option lives, expected volatility, and risk free interest rates. Income Taxes The Company recognizes income taxes on an accrual basis based on tax positions taken, or expected to be taken, in tax returns. A tax position is defined as a position in a previously filed tax return or a position expected to be taken in future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized. No provision for income taxes was recorded during the periods presented because the Company had a net taxable loss. Should they occur, our policy is to classify interest and penalties related to tax positions as interest expense. Since our inception, no such interest or penalties have been incurred. 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. Potentially dilutive shares of common stock consisted of warrants to purchase shares of common stock (9,013,188 shares for 2015 and 8,200,000 for 2014) and options to purchase shares of common stock (257,500 shares for 2015 and 185,000 shares for 2014). During the periods presented, potentially dilutive shares of common stock were not included in the computation of dilutive loss per share as to do so would be anti-dilutive. Related Party Transactions A related party is generally defined as (i) any person who holds 10% or more of the Company's securities and their immediate families; (ii) the Company's management; (iii) someone who directly or indirectly controls, is controlled by or is under common control with the Company; or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See "Note 6. Related Party Transactions," for further discussion. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification ("ASC") 605, Revenue Recognition. The new revenue recognition standard requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017 and is to be applied retrospectively. The Company does not currently have any revenue. As such, ASU 2014-09 will not have any effect on the Company's results of operations and financial position. If the Company begins generating revenue prior to the effective date of ASU 2014-09, it will evaluate the effect that ASU 2014-09 will have on its results of operations and financial position. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Topic 915): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which states that in connection with preparing financial statements for each annual and interim reporting period, an entity's management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). The update becomes effective for the Company during the first quarter of 2016 and is not expected to have a material effect on the Company's financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC Topic 842, Leases. ASU 2016-02 requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. ASU 2016-02 also expands the required quantitative and qualitative disclosures surrounding leases. ASU 2016-02 is effective for the Company beginning January 1, 2019. Early adoption is permitted. The Company has determined that the adoption of ASU 2016-02 will currently have no impact on its consolidated financial statements.

Assets - Intellectual Property

Assets - Intellectual Property	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
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 with Dr. Jörg Gerlach, MD, PhD, pursuant to which RenovaCare Sciences purchased all of Dr. Gerlach's rights, title and interest in the SkinGun TM TM The asset purchase agreement was amended on June 9, 2014 (the "Amended APA"). Pursuant to the terms of the Amended APA, an additional $300,000 will be paid in four installments: (a) $100,000 on December 31, 2014; (b) $50,000 on December 31, 2015; (c) $50,000 on December 31, 2016; and (d) $100,000 on December 31, 2017. The expense associated with the consideration was recorded during 2014. The Company paid the first installment of $100,000 in January 2015. At December 31, 2015, $100,000 of the amount payable to Dr. Gerlach was recorded as current liabilities and $100,000 was recorded as long-term liabilities in the accompanying consolidated balance sheet. As consideration for the SkinGun TM Prior to September 9, 2014, the value of the Series A Warrant was recognized as consulting expenses over the vesting term. Effective September 9, 2014, the Company measured and expensed the value of the Series A Warrant in full and recorded this value as research and development costs. The fair value of each Warrant Share as of September 9, 2014, using the Black-Scholes option pricing model, was $0.91. The warrants were valued using the Black-Scholes option pricing model based on the following assumptions: risk free interest rate of 1.72%, contractual life of 4.75 years, expected volatility of 93.8% and a dividend yield of 0%. Consulting expense associated with the Series A Warrant amounted to $0 during the year ended December 31, 2015 (2014: $311,173). Research and development expense associated with the Series A Warrant amounted to $0 during the year ended December 31, 2015 (2014: $537,217). On May 1, 2015, the Company entered into a new option agreement (the "Option Agreement") with Dr. Gerlach, pursuant to which the Company obtained a one-year exclusive option to evaluate a wound cap technology (the "Technology"), for the purpose of determining whether the Company would like to purchase or license the Technology. Pursuant to the terms of the Option Agreement, the Company will pay Dr. Gerlach a non-refundable fee of $24,000, payable in four quarterly installments of $6,000, with the first installment due on May 1, 2015. The $24,000 option payment was recognized as research and development expense during the period ended December 31, 2015. At December 31, 2015, $6,000 of the amount payable was recorded as current liabilities in the accompanying consolidated balance sheet.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 4. Stockholders' Equity	On August 5, 2015, Dr. Gerlach exercised 240,000 Series A Warrants, on a cashless basis, and the Company issued 196,812 shares of common stock. On June 5, 2015, the Company entered into subscription agreements with five investors for the purchase and sale of an aggregate of 1,010,000 units of equity securities (the "Units") at a price of $1.00 per Unit for total gross proceeds of $1,010,000. Each Unit consists of one share of common stock and one Series D Stock Purchase Warrant (the "Series D Warrant") allowing the holder to purchase one share of the Company's common stock at a price of $1.10 per share for a period of five years; the Series D Warrants contain a provision allowing the holder to exercise the Series D Warrant on a cashless basis as further set forth therein. The relative fair value of the common stock was estimated to be approximately $590,000 and the relative fair value of the warrants was estimated to be $420,000 as determined based on the relative fair value allocation of the proceeds received. The warrants were valued using the Black-Scholes option pricing model based on the following assumptions: risk free interest rate of 1.75%, contractual life of five years, expected volatility of 88.0% and a dividend yield of 0%. Approval of the 2013 Long-Term Incentive Plan On June 20, 2013, the Board of Directors (the "Board") adopted, subject to receiving shareholder approval, the 2013 Long-Term Incentive Plan (the "Incentive Plan"). The Incentive Plan provides for the issuance of stock options of up to 20,000,000 shares (subject to adjustment) of the Company's common stock to officers, directors, key employees and consultants of the Company. Options granted to employees under the Incentive Plan, including directors and officers who are employees, may be incentive stock options or non-qualified stock options; options granted to others under the Incentive Plan are limited to non-qualified stock options. The Incentive Plan is administered by the Board or a committee designated by the Board. Subject to the provisions of the Incentive Plan, the Board has the authority to determine the officers, employees and consultants to whom options will be granted, the number of shares covered by each option, vesting rights and the terms and conditions of each option that is granted to them; however, no person may be granted in any of the Company's fiscal year, options to purchase more than 2,000,000 shares under the Incentive Plan, and the aggregate fair market value (determined at the time the option is granted) of the shares with respect to which incentive stock options are exercisable for the first time by an optionee during any calendar year cannot exceed $100,000. Options granted pursuant to the Incentive Plan are exercisable no later than ten years after the date of grant. The exercise price per share of common stock for options granted under the Incentive Plan will be the fair market value of the Company's common stock on the date of grant, using the closing price of the Company's common stock on the last trading day prior to the date of grant, except for incentive stock options granted to a holder of ten percent or more of the Company's common stock, for whom the exercise price per share will not be less than 110% of the fair market value. No option can be granted under the Incentive Plan after June 20, 2023. As of December 31, 2015, there were 19,742,500 shares available for grant. Stock Option Activity The following table summarizes stock option activity for the year ended December 31, 2015. Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Balance January 1, 2015 185,000 $ 0.83 9.12 - Options granted 80,000 $ 1.54 - - Options cancelled (7,500 ) 1.43 - - Balance December 31, 2015 257,500 $ 1.04 8.58 $ 146,825 Exercisable at December 31, 2015 160,000 $ 0.82 8.22 $ 124,825 The fair value of each stock option is estimated at the date of grant using the Black-Scholes option pricing model. The estimated weighted average fair value of stock options granted during 2015 and 2014 was approximately $0.72 to $1.14 per share. Assumptions regarding volatility, expected term, dividend yield and risk-free interest rate are required for the Black-Scholes model. The volatility assumption is based on the Company's historical experience. The risk-free interest rate is based on a U.S. treasury note with a 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 are presented in the table below: 2015 2014 Risk-free interest rate 1.58 – 1.72% 1.58 – 1.62% Expected life in years 5.50 5.50 Weighted Avg Expected Volatility 75.1% - 98.1% 94.4% – 105.3% Expected dividend yield 0% 0% During the years ended December 31, 2015 and 2014, stock-based compensation expense of $59,122 and $59,860, respectively, was recognized as general and administrative expenses. As of December 31, 2015, the Company had $69,032 of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized by November 1, 2020. The following table summarizes information about stock options outstanding and exercisable under our stock incentive plan at December 31, 2015: Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price $0.50 to $1.00 130,000 8.07 $ 0.74 130,000 8.07 $ 0.74 $1.01 to $1.50 127,500 9.10 1.35 30,000 8.85 1.17 257,500 8.58 1.04 160,000 8.22 0.82 The Company issues new shares when options are exercised. Warrants The following table summarizes information about warrants outstanding at December 31, 2015: Shares of Common Stock Exercise Price Expiration Date Series A 1,003,188 $ 0.35 July 12, 2019 Series B 3,500,000 $ 0.46 November 29, 2018 Series C 3,500,000 $ 0.49 November 29, 2018 Series D 1,010,000 $ 1.10 June 5, 2020 Outstanding as of December 31, 2015 9,013,188

Commitments

Commitments	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 5. Commitments	Effective March 1, 2015, the Company entered into a lease agreement (the "Lease") in the Pittsburgh Life Sciences Greenhouse at a monthly rate of $750. The Company has the option to terminate the Lease on the twelve month anniversary of the commencement date, upon one hundred and twenty days' prior written notice. The Lease was renewed effective March 1, 2016 at a monthly rate of $800. Payments due under the lease in 2016 and 2017 are $9,500 and $1,600, respectively. Rent expense for the years ended December 31, 2015 and 2014 was $9,000 and $3,250, respectively. On August 1, 2013, the Company engaged Vector to assist the Company with identifying subject matter experts in the medical device and biotechnology industries and to assist the Company with its ongoing research, development and eventual commercialization of its Regeneration Technology (collectively, the "Services"). In consideration of the Services, the Company will pay Vector a monthly consulting fee of $5,000. In connection with the Company's anticipated Section 510(k) submission of its proprietary spray deposition device to the Food and Drug Administration, the Company has engaged StemCell Systems GmbH ("StemCell Systems") to provide it with prototypes and related documents. Pursuant to this engagement the Company incurred expenses of $194,336 in the twelve months ended December 31, 2015. Dr. Gerlach, from whom the Company purchased the SkinGun TM On September 25, 2014, the Company entered into a Charitable Grant Agreement with the University of Pittsburgh (the "University"), pursuant to which the Company committed to provide a charitable donation to the University in the aggregate amount of $75,000 (the "Grant"). The Company will pay the Grant in eight quarterly installments of $9,375, with the first payment made on or before October 2014 and the final payment to be made on or before July 31, 2016. Dr. Gerlach, from whom the Company purchased the SkinGun TM Below is a summary of contract and contribution payable at December 31, 2015: 2015 2014 Contribution payable to the University of Pittsburgh, in quarterly installments of $9,375, through July 2016 $ 28,125 $ 65,625 Contract payable to Dr. Jorg Gerlach in connection with the APA. $50,000 is currently due. $50,000 is due on December 31, 2016 and $100,000 is due on December 31, 2017 200,000 300,000 Contract for option agreement purchase 6,000 Other 234,125 365,625 Less: current portion (134,125 ) (187,500 ) Long-term portion $ 100,000 $ 178,125 See also "Note 6. Related Party Transactions."

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 6. Related Party Transactions	As compensation for their service on the Board, Dr. Kirkland and Mr. Sierchio will receive an annual retainer of $6,000, payable in equal yearly installments in arrears and prorated for any partial years of service. Additionally, on August 14, 2014, the Company granted to each of Dr. Kirkland and Mr. Sierchio an incentive stock option to purchase up to 20,000 shares of the Company's common stock at an exercise price of $0.80 per share, the closing price of the Company's common stock as quoted on the OTC Markets Group Inc. QB tier (the "OTCQB") on the day prior to the grant. Subject to their continued service as a member of the Board, 10,000 of the shares vested immediately and 10,000 of the shares vested on the first anniversary of date of grant and may be exercised on a "cashless basis" using the formula contained therein. For the year ended December 31, 2015 directors' fees incurred were $12,000 (2014: $12,000). Legal fees incurred with respect to one of the Company's directors in the year ended December 31, 2015 were $106,743 (2014: $156,175). Amounts included in accounts payable and accrued expenses, and due to related parties, at December 31, 2015 were $30,095 (2014: $7,255). In connection with the Company's anticipated Section 510(k) submission of its proprietary SkinGun TM TM On September 25, 2014, the Company entered into a Charitable Grant Agreement with the University, pursuant to which it committed to provide a charitable donation to the University in the aggregate amount of $75,000. The Company will pay the Grant in eight quarterly installments of $9,375, with the first payment made on or before October 2014 and the final payment to be made on or before July 31, 2016. Effective November 1, 2015, the Company entered into a Charitable Gift Agreement with the University, pursuant to which it committed to provide a charitable donation to the University in the aggregate amount of $83,000. The Gift was paid in full in December 2015. Dr. Gerlach, from whom the Company purchased the SkinGun TM On May 1, 2015, the Company entered into the Option Agreement with Dr. Gerlach, pursuant to which the Company obtained a one-year exclusive option to evaluate the Technology, for the purpose of determining whether the Company would like to purchase or license the Technology. Pursuant to the terms of the Option Agreement, the Company will pay Dr. Gerlach a non-refundable fee of $24,000, payable in four quarterly installments of $6,000, with the first installment due on May 1, 2015. The $24,000 option payment was recognized as research and development expense during the period ended December 31, 2015. At December 31, 2015, $6,000 of the amount payable was recorded as current liabilities in the accompanying consolidated balance sheet. On December 31, 2013, the Company completed the sale of 100% of the issued and outstanding shares of Fostung Resources to Duke for a promissory note in the amount of $80,000, which amount approximated the fair value of the leases and mining claims controlled by Fostung Resources, as concluded by an independent third-party geological consultant. Mr. Herdev S. Rayat, the majority shareholder of Duke is the brother of Mr. Harmel S. Rayat, the Company's majority shareholder. During 2014 management determined that collection of any portion of the principal outstanding under the promissory note from Duke was no longer probable. As a result, the Company wrote off the balance of principal due under the note amounting to $83,200, including interest receivable of $3,200, during the year ended December 31, 2014.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 7. Income Taxes	There is no current or deferred tax expense for 2015 and 2014, due to the Company's loss position. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company's ability to generate taxable income within the net operating loss carryforward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes and has recorded a full valuation allowance against the deferred tax asset. The income tax effect, utilizing a 34% income tax rate, of temporary differences comprising the deferred tax assets and deferred tax liabilities is a result of the following at December 31: 2015 2014 Deferred tax assets: Net operating loss and contribution carryforwards $ 2,646,000 $ 2,285,000 Other 130,000 337,000 2,776,000 2,622,000 Valuation allowance (2,776,000 ) (2,622,000 ) Net deferred tax assets $ - $ - The 2015 increase in the valuation allowance was $154,000 (2014: $509,000). The Company has available net operating loss and contribution carryforwards of approximately $7,780,000 for tax purposes to offset future taxable income which expires commencing 2015 through to the year 2035. Pursuant to the Tax Reform Act of 1986, annual utilization of the Company's net operating loss and contribution carryforwards may be limited if a cumulative change in ownership of more than 50% is deemed to occur within any three-year period. The tax years 2012 through 2015 remain open to examination by federal agencies and other jurisdictions in which it operates. A reconciliation between the statutory federal income tax rate (34%) and the effective rate of income tax expense for the years ended December 31 follows: 2015 2014 Statutory federal income tax rate 34 % 34 % Permanent differences and other (22 %) Valuation allowance (12 %) (34 %) 0 % 0 %

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 8. Subsequent Events	On February 2, 2016, Kalen Capital Corporation exercised a portion of its Series B Warrant for 2,173,913 shares of the Company's common stock at an exercise price of $0.46 per share and rendered $1,000,000 as payment. On March 16, 2016, the Company granted Mr. Thomas Bold, the Company's President & CEO, a stock option to purchase up to 60,000 shares of the Company's common stock, all of which vested on the date of the grant. On March 16, 2016, the Company granted Ms. Rhonda Rosen, the Company's Chief Financial Officer, a stock option to purchase up to 20,000 shares of the Company's common stock, all of which vested on the date of the grant. On March 16, 2016, the Company granted Dr. Kenneth Kirkland, a director of the Company, a stock option to purchase up to 50,000 shares of the Company's common stock, all of which vested on the date of the grant. On March 16, 2016, the Company granted Mr. Joseph Sierchio, a director of the Company, a stock option to purchase up to 50,000 shares of the Company's common stock, all of which vested on the date of the grant. The exercise price of each of the aforementioned options was $1.91 per share, the closing price of the Company's common stock as listed on the OTCQB on March 15, 2016. The options may be exercised through March 15, 2026 on a cashless basis using the formula contained in the stock option agreement entered into between the above listed individual and the Company.

Significant Accounting Polici15

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2015
Significant Accounting Policies Policies
Principles of Consolidation	These consolidated financial statements have been prepared in accordance with US GAAP and include the accounts of the Company and its wholly owned subsidiary, RenovaCare Sciences. All significant intercompany transactions and balances have been eliminated. RenovaCare Sciences was incorporated under the laws of the State of Nevada on June 12, 2013.
Applicable Accounting Guidance	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.
Accounting Estimates	The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results, as determined by future events, may differ from these estimates.
Cash and Cash Equivalents	The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents may at times exceed federally insured limits.
Fair Value of Financial Instruments	The carrying amounts for cash and cash equivalents, contract and contribution payable and accounts payable and accrued expenses approximate fair value based on observable quoted prices for active markets – Level 1 inputs.
Research and Development Costs	The Company intends to outsource its research and development efforts and expense related costs as incurred, including the cost of manufacturing product for testing, licensing fees and costs associated with planning and conducting clinical trials. The value ascribed to patents and other intellectual property acquired will be capitalized as it relates to particular research and development projects that may have alternative future uses.
Intangible Assets	The intangible asset consists primarily of the SkinGun TM The Company assessed the following qualitative factors that could affect any change in the fair value of the intangible asset: analysis of the technology's current phase, additional testing necessary to bring the technology to market, development of competing products, changes in projections caused by delays, changes in regulations, changes in the market for the technology and changes in cost projections to bring the technology to market. Based on a qualitative assessment, management concluded that a positive assertion can be made from the qualitative assessment that it is more likely than not that the intangible asset related to the SkinGun TM
Stock Options	The Company measures all stock-based compensation awards using a fair value method on the date of grant and recognizes such expense in its consolidated financial statements over the requisite service period. The Company uses the Black-Scholes pricing model to determine the fair value of stock-based compensation awards on the date of grant. The Black-Scholes pricing model requires management to make assumptions regarding option lives, expected volatility, and risk free interest rates.
Income Taxes	The Company recognizes income taxes on an accrual basis based on tax positions taken, or expected to be taken, in tax returns. A tax position is defined as a position in a previously filed tax return or a position expected to be taken in future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized. No provision for income taxes was recorded during the periods presented because the Company had a net taxable loss. Should they occur, our policy is to classify interest and penalties related to tax positions as interest expense. Since our inception, no such interest or penalties have been incurred.
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. Potentially dilutive shares of common stock consisted of warrants to purchase shares of common stock (9,013,188 shares for 2015 and 8,200,000 for 2014) and options to purchase shares of common stock (257,500 shares for 2015 and 185,000 shares for 2014). During the periods presented, potentially dilutive shares of common stock were not included in the computation of dilutive loss per share as to do so would be anti-dilutive.
Related Party Transactions	A related party is generally defined as (i) any person who holds 10% or more of the Company's securities and their immediate families; (ii) the Company's management; (iii) someone who directly or indirectly controls, is controlled by or is under common control with the Company; or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See "Note 6. Related Party Transactions," for further discussion.
New Accounting Pronouncements	In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification ("ASC") 605, Revenue Recognition. The new revenue recognition standard requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017 and is to be applied retrospectively. The Company does not currently have any revenue. As such, ASU 2014-09 will not have any effect on the Company's results of operations and financial position. If the Company begins generating revenue prior to the effective date of ASU 2014-09, it will evaluate the effect that ASU 2014-09 will have on its results of operations and financial position. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Topic 915): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which states that in connection with preparing financial statements for each annual and interim reporting period, an entity's management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). The update becomes effective for the Company during the first quarter of 2016 and is not expected to have a material effect on the Company's financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, which supersedes ASC Topic 840, Leases, and creates a new topic, ASC Topic 842, Leases. ASU 2016-02 requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. ASU 2016-02 also expands the required quantitative and qualitative disclosures surrounding leases. ASU 2016-02 is effective for the Company beginning January 1, 2019. Early adoption is permitted. The Company has determined that the adoption of ASU 2016-02 will currently have no impact on its consolidated financial statements.

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2015
Stockholders Equity Tables
Stock Option Activity	The following table summarizes stock option activity for the year ended December 31, 2015. Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Balance January 1, 2015 185,000 $ 0.83 9.12 - Options granted 80,000 $ 1.54 - - Options cancelled (7,500 ) 1.43 - - Balance December 31, 2015 257,500 $ 1.04 8.58 $ 146,825 Exercisable at December 31, 2015 160,000 $ 0.82 8.22 $ 124,825
Assumptions required for the Black-Scholes model	The assumptions for volatility, expected life, dividend yield and risk-free interest rate are presented in the table below: 2015 2014 Risk-free interest rate 1.58 – 1.72% 1.58 – 1.62% Expected life in years 5.50 5.50 Weighted Avg Expected Volatility 75.1% - 98.1% 94.4% – 105.3% Expected dividend yield 0% 0%
Stock Options Outstanding	The following table summarizes information about stock options outstanding and exercisable under our stock incentive plan at December 31, 2015: Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price $0.50 to $1.00 130,000 8.07 $ 0.74 130,000 8.07 $ 0.74 $1.01 to $1.50 127,500 9.10 1.35 30,000 8.85 1.17 257,500 8.58 1.04 160,000 8.22 0.82
Warrants outstanding	The following table summarizes information about warrants outstanding at December 31, 2015: Shares of Common Stock Exercise Price Expiration Date Series A 1,003,188 $ 0.35 July 12, 2019 Series B 3,500,000 $ 0.46 November 29, 2018 Series C 3,500,000 $ 0.49 November 29, 2018 Series D 1,010,000 $ 1.10 June 5, 2020 Outstanding as of December 31, 2015 9,013,188

Commitments (Tables)

Commitments (Tables)	12 Months Ended
	Dec. 31, 2015
Commitments Tables
Summary of contract and contribution payable	Below is a summary of contract and contribution payable at December 31, 2015: 2015 2014 Contribution payable to the University of Pittsburgh, in quarterly installments of $9,375, through July 2016 $ 28,125 $ 65,625 Contract payable to Dr. Jorg Gerlach in connection with the APA. $50,000 is currently due. $50,000 is due on December 31, 2016 and $100,000 is due on December 31, 2017 200,000 300,000 Contract for option agreement purchase 6,000 Other 234,125 365,625 Less: current portion (134,125 ) (187,500 ) Long-term portion $ 100,000 $ 178,125

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2014
Income Taxes Tables
Schedule of deferred tax assets and liabilities	2015 2014 Deferred tax assets: Net operating loss and contribution carryforwards $ 2,646,000 $ 2,285,000 Other 130,000 337,000 2,776,000 2,622,000 Valuation allowance (2,776,000 ) (2,622,000 ) Net deferred tax assets $ - $ -
Reconciliation of the statutory federal income tax expense (benefit)	A reconciliation between the statutory federal income tax rate (34%) and the effective rate of income tax expense for the years ended December 31 follows: 2015 2014 Statutory federal income tax rate 34 % 34 % Permanent differences and other (22 %) Valuation allowance (12 %) (34 %) 0 % 0 %

Organization Nature and Continu

Organization Nature and Continuance of Operations (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2015
Organization Nature And Continuance Of Operations Details Narrative
Principal under due amounting portion note	$ 83,200
Interest Receivable	3,200
Accumulated deficit	$ (7,655,188)	$ (8,973,695)

Significant Accounting Polici20

Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Significant Accounting Policies Details Narrative
Impairment loss	$ 10,000
Common stock consisted of warrants to purchase shares	9,013,188	8,200,000
Options to purchase shares of common stock	257,500	185,000

Assets - Intellectual Property

Assets - Intellectual Property (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Intangible assets	$ 152,854	$ 162,854
Other current liabilities	28,125
Other long term liabilities	$ 0
Consulting expense associated with the Series A Warrant amounted	0	311,173
Research and development costs associated with the Series A Warrant amounted	0	537,217
Accounts Payable, Current	$ 6,000
Dr Gerlach [Member]
Other current liabilities	100,000
Other long term liabilities	$ 100,000

Stockholders' Equity (Details)

Stockholders' Equity (Details)	12 Months Ended
	Dec. 31, 2015$ / sharesshares
Options Outstanding
Options outstanding - beginning balance | shares	185,000
Options granted | shares	80,000
Options cancelled | shares	(7,500)
Options oustanding - ending balance | shares	257,500
Options exercisable | shares	160,000
Weighted average exercise price
Options outstanding - beginning balance	$ 0.83
Options granted	1.54
Options cancelled	1.43
Options outstanding - ending balance	1.04
Options exercisable	$ 0.82
Weighted average remaining contracted term
Options outstanding - beginning baiance	9 years 1 month 13 days
Options outstanding - ending balance	8 years 6 months 29 days
Options exercisable	8 years 2 months 19 days
Aggregate intrinsic value
Options outstanding - beginning balance
Options granted
Options cancelled
Options outstanding - ending balance	$ 146,825
Options exercisable	$ 124,825

Stockholders' Equity (Details 1

Stockholders' Equity (Details 1) - Equity Option [Member]	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Expected life in years	5 years 6 months	5 years 6 months
Expected dividend yield	0.00%	0.00%
Minimum
Weighted average risk-free interest rate	1.58%	1.58%
Weighted Avg Expected Volatility	75.10%	94.40%
Maximum
Weighted average risk-free interest rate	1.72%	1.62%
Weighted Avg Expected Volatility	98.10%	105.30%

Stockholders' Equity (Details 2

Stockholders' Equity (Details 2) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Number Outstanding	257,500	185,000
Weighted Average Remaining Contractual Life (Years)	8 years 6 months 29 days
Weighted Average Exercise Price	$ 0.82
Number Exercisable	160,000
Weighted Average Remaining Contractual Life (Years)	8 years 2 months 19 days
Weighted Average Exercise Price	0.82
$0.50 to $1.00 [Member]
Number Outstanding	130,000
Weighted Average Remaining Contractual Life (Years)	8 years 26 days
Weighted Average Exercise Price	$ 0.74
Number Exercisable	130,000
Weighted Average Remaining Contractual Life (Years)	8 years 26 days
Weighted Average Exercise Price	0.74
$1.01 to $1.50 [Member]
Number Outstanding	127,500
Weighted Average Remaining Contractual Life (Years)	9 years 1 month 6 days
Weighted Average Exercise Price	$ 1.35
Number Exercisable	30,000
Weighted Average Remaining Contractual Life (Years)	8 years 10 months 6 days
Weighted Average Exercise Price	1.17

Stockholders' Equity (Details 3

Stockholders' Equity (Details 3) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Number Outstanding	257,500	185,000
Series A [Member]
Number Outstanding	1,003,188
Exercise Price	$ 0.35
Expiration Date	Jul. 12, 2019
Series B [Member]
Number Outstanding	3,500,000
Exercise Price	$ 0.46
Expiration Date	Nov. 29, 2018
Series C [Member]
Number Outstanding	3,500,000
Exercise Price	$ 0.49
Expiration Date	Nov. 29, 2018
Series D [Member]
Number Outstanding	1,010,000
Exercise Price	$ 1.10
Expiration Date	Jun. 5, 2020
Warrant [Member]
Number Outstanding	9,013,188

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Stockholders Equity Details Narrative
Shares available for grant	19,742,500	19,815,000
Weighted-average fair value of stock options granted	$ 0.72	$ 1.14
Stock-based compensation administrative expense	$ 59,122	$ 59,860
Unrecognized compensation cost	$ 69,032	$ 42,959

Commitments (Details)

Commitments (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Other	$ 234,125	$ 365,625
Less: current portion	(134,125)	(187,500)
Long-term portion	100,000	178,125
Contribution payable [Member]
Other	28,125	65,625
Contract payable [Member]
Other	200,000	$ 300,000
Contract for option agreement [Member]
Other	$ 6,000

Commitments (Details Narrative)

Commitments (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Commitments Details Narrative
Rent expense	$ 9,000	$ 3,250
Incurred expenses	194,336
Other current liabilities	28,125
Other long term liabilities	$ 0

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Accrued expenses - related parties	$ 30,095	$ 7,255
Incurred expenses	194,336
Amount payable	6,000
Officers and Directors [Member] | Consulting fees [Member]
Fees paid or due to related party	12,000	12,000
Directors [Member] | Legal Fee [Member]
Fees paid or due to related party	106,743	156,175
Officer [Member] | Management Fee [Member]
Fees paid or due to related party	$ 30,095	$ 7,255

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Deferred tax assets:
Net operating loss carryforwards	$ 2,646,000	$ 2,285,000
Other	130,000	337,000
Deferred tax assets gross	2,776,000	2,622,000
Valuation allowance	$ (2,776,000)	$ (2,622,000)
Net deferred tax assets

Income Taxes (Details 1)

Income Taxes (Details 1)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Taxes Details 1
Statutory federal income tax rate	34.00%	34.00%
Permanent differences and other	(22.00%)
Change in valuation allowance	(12.00%)	(34.00%)
Income tax provision (benefit)	0.00%	0.00%

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Taxes Details Narrative
Increase in the valuation allowance	$ 154,000	$ 509,000
Net operating loss and contribution carryforwards	$ 7,780,000
Net operating loss and contribution carryforwards expiry	2015 through to the year 2035