AngioGenex (AGGX) 10-Q 14 Nov 17 2017 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 10, 2017
FIXED ASSETS [Abstract]
Entity Registrant Name	ANGIOGENEX, INC.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		29,386,667
Amendment Flag	false
Entity Central Index Key	1,085,596
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Sep. 30, 2017	Dec. 31, 2016
CURRENT ASSETS
Cash	$ 625,129	$ 272,471
Prepaid expenses	30,600	0
TOTAL CURRENT ASSETS	655,729	272,471
TOTAL ASSETS	655,729	272,471
CURRENT LIABILITIES
Accounts payable and accrued expenses	528,494	396,527
Accounts payable and accrued expenses - related parties	470,469	368,143
Notes payable	11,000	11,000
Notes payable - related parties	127,750	127,750
Accrued interest	25,446	23,547
Accrued interest - related parties	72,952	68,862
TOTAL CURRENT LIABILITIES	1,236,111	995,829
LONG-TERM LIABILITIES
Notes payable, related parties	27,450	27,450
TOTAL LONG-TERM LIABILITIES	27,450	27,450
STOCKHOLDERS' DEFICIT
Preferred stock, 5,000,000 shares authorized, $0.001 par value, no shares issued and outstanding	0	0
Common stock, 150,000,000 shares authorized, $0.001 par value, 26,366,667 and 25,366,667 shares issued and outstanding, respectively	26,367	25,367
Shares issuable, 3,020,000 and 1,000,000 shares of common stock, respectively	3,020	1,000
Additional paid-in capital	5,875,790	5,116,065
Accumulated deficit	(6,513,009)	(5,893,240)
TOTAL STOCKHOLDERS' DEFICIT	(607,832)	(750,808)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 655,729	$ 272,471

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Preferred Stock
Preferred stock par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in Shares)	5,000,000	5,000,000
Preferred stock, shares issued (in Shares)	0	0
Preferred stock, shares outstanding (in Shares)	0	0
Common Stock
Common stock par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in Shares)	150,000,000	150,000,000
Common stock, shares issued (in Shares)	26,366,667	35,366,667
Common stock, shares outstanding (in Shares)	26,366,667	35,366,667
Shares Issuable	3,020,000	1,000,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
EXPENSES
Research and development	$ 17,997	$ 14,037	$ 252,923	$ 67,996
General and administrative	99,980	126,389	357,890	376,614
TOTAL OPERATING EXPENSES	117,977	140,426	610,813	444,610
LOSS FROM OPERATIONS	(117,977)	(140,426)	(610,813)	(444,610)
OTHER EXPENSE
Other expense	(207)	(107)	(662)	(196)
Interest expense, net	(2,927)	(2,692)	(8,294)	(8,029)
TOTAL OTHER EXPENSE	(3,134)	(2,799)	(8,956)	(8,225)
LOSS BEFORE INCOME TAXES	(121,111)	(143,225)	(619,769)	(452,835)
INCOME TAXES	0	0	0	0
NET LOSS	$ (121,111)	$ (143,225)	$ (619,769)	$ (452,835)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED	$ 0	$ (.01)	$ (.02)	$ (.02)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING - BASIC AND DILUTED	28,878,624	25,179,178	27,213,187	24,264,178

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (619,769)	$ (452,835)
Adjustments to reconcile net loss to net cash used in operations:
Stock-based compensation issuance of common stock options	$ 9,545	$ 293,058
Issuance of common stock for services rendered - related party	3,200	87,500
Changes in operating assets and liabilities:
Prepaid expenses	$ (30,600)	$ 0
Accounts payable and accrued expenses	131,967	(910)
Accounts payable and accrued expenses - related party	102,326	(17,568)
Accrued interest	1,899	1,907
Accrued interest - related parties	4,090	6,122
Net cash used by operating activities	(397,342)	(82,726)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable	0	5,000
Proceeds from common stock subscription	750,000	100,000
Net cash provided by financing activities	750,000	105,000
Net increase in cash	352,658	22,274
Cash, beginning of period	272,471	886
Cash, end of period	625,129	23,160
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest and income taxes: Interest expense	2,397	0
Cash paid for interest and income taxes: Income taxes	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock in settlement of notes payable	0	35,000
Issuance of common stock in settlement of accrued liabilities	$ 0	$ 80,000

NOTE 1 - ORGANIZATION AND DESCR

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS The condensed consolidated financial statements include AngioGenex, Inc., and its wholly owned subsidiary AngioGenex Therapeutics, Inc. AngioGenex, Inc. (“AngioGenex” or the “Company”) was incorporated in the State of New York on March 31, 1999. AngioGenex, Inc. is a bio-pharmaceutical company dedicated to the development and commercialization of a novel, inexpensive treatment for vascular diseases including many forms of cancer, and macular degeneration.

NOTE 2 - LIQUIDITY AND BASIS OF

NOTE 2 - LIQUIDITY AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2017
NOTE 2 - LIQUIDITY AND BASIS OF PRESENTATION	NOTE 2 – LIQUIDITY AND BASIS OF PRESENTATION The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred substantial net losses since inception. The future of the Company is dependent upon additional financing and revenue to fund its research and development activities and to support operations. In July 2017 the Company sold 3,000,000 shares of common stock for proceeds of $750,000, however, there is no assurance that the Company will be able to obtain additional financing. Furthermore, there is no assurance that the Food and Drug Administration will grant future approval of the Company’s prospective products or that profitable operations can be attained as a result thereof. The financial statements do not include any adjustment to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern. The Company anticipates that its principal source of funds for the next year will be the issuance of additional equity or debt instruments for cash. Management plans to seek additional capital from new equity securities issuances that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan. Without additional capital, the Company's ability to continue to operate will be limited. Based on the Company's current cash usage expectations, management believes it will not have sufficient liquidity to fund its operations through November 2018. Further, management cannot provide any assurance that it is probable that the Company will be successful in accomplishing any of its plans to raise debt or equity financing. Collectively, these factors raise substantial doubt regarding the Company's ability to continue as a going concern.

NOTE 3 - BASIS OF REPORTING AND

NOTE 3 - BASIS OF REPORTING AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
NOTE 3 - BASIS OF REPORTING AND SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 – BASIS OF REPORTING AND SIGNIFICANT ACCOUNTING POLICIES The accompanying condensed consolidated financial statements reflect the accounts of the Company and its wholly-owned subsidiary and have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements of AngioGenex, Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these interim unaudited condensed consolidated financial statements contain all of the adjustments of a normal and recurring nature which are considered necessary for a fair presentation of the financial position of the Company and the results of its operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2017, are not necessarily indicative of the operating results for the entire year. These financial statements should be read in conjunction with the annual financial statements and related disclosures included in the audited financial statements for the year ended December 31, 2016. The accompanying interim unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes. As of September 30, 2017, the Company’s significant accounting policies and estimates remain unchanged from those detailed in the audited financial statements for the year ended December 31, 2016. Recent Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which 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 the entities expect to receive in exchange for those goods or services. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The FASB subsequently issued ASU No. 2016-10, Revenue from contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing to address issues arising from implementation of the new revenue recognition standard. ASU 2014-09 and ASU 2016-10 are effective for interim and annual periods beginning January 1, 2018. The revenue standards are required to be adopted by taking either a full retrospective or a modified retrospective approach. The Company has determined that they will elect the modified retrospective transition method, meaning the cumulative effect of applying the new guidance is recognized at the date of initial application as an adjustment to the opening accumulated deficit balance. Since the Company does not expect to have any open contracts with customers as of December 31, 2017, the adoption of this standard is not expected to have a material impact on the Company's financial statements.

NOTE 4 - AGREEMENT WITH MEMORIA

NOTE 4 - AGREEMENT WITH MEMORIAL SLOAN KETTERING CANCER CENTER (“MSKCC”)	9 Months Ended
	Sep. 30, 2017
Note 4 - Agreement With Memorial Sloan Kettering Cancer Center Mskcc
NOTE 4 - AGREEMENT WITH MEMORIAL SLOAN KETTERING CANCER CENTER ("MSKCC")	NOTE 4 – AGREEMENT WITH MEMORIAL SLOAN KETTERING CANCER CENTER (“MSKCC”) In July 2017 the Company executed a service agreement with MSKCC, a related party, to provide pre-clinical research services in connection with the development and Investigational New Drug (IND) Application for the Company’s lead compound and its derivatives. The effective date of the agreement is February 2, 2017, and $250,000 of fees and costs have been incurred as of September 30, 2017.

NOTE 5 - RELATED PARTY TRANSACT

NOTE 5 - RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2017
Finite-Lived Intangible Assets, Net [Abstract]
NOTE 5 - RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTIONS An officer of the Company allows the Company to use space in his offices for file keeping and other business purposes. The Company pays no rent for this space. This same officer also provides services to the Company in the form of accounting, bookkeeping and tax preparation, for which the Company is billed. At September 30, 2017 and 2016, the Company owed the officer’s business $153,315 and $140,919, respectively, which is included in accounts payable and accrued expenses – related parties in the financial statements. At September 30, 2017 and 2016, the Company owed an officer $95,000 for unpaid salary pursuant to an agreement.

NOTE 6 - NOTES PAYABLE

NOTE 6 - NOTES PAYABLE	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
NOTE 6 - NOTES PAYABLE	NOTE 6 – NOTES PAYABLE At September 30, 2017, the Company’s loans from related parties total $155,200 of principle and accrued interest of $72,952. The interest rate on these notes vary from 0% to 6%. Related parties include directors, officers, stockholders and stock option holders. At September 30, 2017, the Company’s loans from unrelated parties total $11,000 in principle and $6,634 of accrued interest. The interest rate on these notes is 6%, and the principal and accrued interest is due on demand. On June 6, 2016, the Company obtained an unsecured loan in the amount of $5,000 from a related party. The loan was settled on August 15, 2016, by issuance of 31,250 shares of common stock. On June 10, 2016, the Company obtained an unsecured loan in the amount of $5,000 from a related party. The loan was repaid on July 6, 2016 The principal maturity on all of these notes payable (including related parties and non-related parties) is as follows: September 30, 2018 $ 138,750 September 30, 2019 - September 30, 2020 4,700 September 30, 2021 - Thereafter 22,750 $ 166,200

NOTE 7 - CAPITAL STOCK

NOTE 7 - CAPITAL STOCK	9 Months Ended
	Sep. 30, 2017
Equity [Abstract]
NOTE 7 - CAPITAL STOCK	NOTE 7 – CAPITAL STOCK Common Stock The Company is authorized to issue 150,000,000 shares of $0.001 par value common stock In July 2017 the Company sold 3,000,000 shares of common stock to related parties at $0.25 per share for proceeds of $750,000. The shares are issuable as of September 30, 2017. In September 2017 the Company issued 20,000 shares, valued at $3,200, as compensation for services rendered. The expense is included on the condensed consolidated statement of operations for the periods ended September 30, 2017. The shares are issuable as of September 30, 2017.

NOTE 8 - STOCK OPTIONS AND WARR

NOTE 8 - STOCK OPTIONS AND WARRANTS	9 Months Ended
	Sep. 30, 2017
Risks and Uncertainties [Abstract]
NOTE 8 - STOCK OPTIONS AND WARRANTS	NOTE 8 – STOCK OPTIONS AND WARRANTS The Company did not grant any options during the nine months ended September 30, 2017. As of September 30, 2017, 3,140,000 options are available under the 2012 Plan. The following table summarizes information regarding outstanding stock option grants as of September 30, 2017: Outstanding Exercisable Range of Exercise Prices Granted Stock Options Outstanding Weighted- Average Remaining Contractual Life (Years) Weighted- Average Exercise Price Granted Stock Options Exercisable Weighted- Average Exercise Price $ 0.01-0.05 6,659,999 3.10 $ 0.04 6,659,999 0.04 0.08-0.10 3,570,000 3.63 0.08 2,920,000 0.08 0.17-0.20 2,060,000 1.80 0.18 2,060,000 0.18 $ 0.01-0.20 12,289,999 3.04 $ 0.08 11,639,999 $ 0.07 Compensation expense of ($76,329) and $19,711 has been recognized for stock options for the three months ended September 30, 2017 and 2016, respectively, and $9,545 and $293,058 for the nine months ended September 30, 2017 and 2016, respectively. The aggregate intrinsic value of the outstanding and exercisable options at September 30, 2017 was $1,053,200 and $1,001,200, respectively. At September 30, 2017, $51,054 of unamortized compensation expense for unvested options is expected to be recognized over the next two years. The Company granted 200,000 stock options to a consultant, 100,000 will vest upon submission of an IND application and 100,000 upon the commencement of the Phase I human clinical trial. The first stock options is accounted for as a variable option award and will be adjusted each reporting period to reflect the estimated fair value until such filing is obtained. The second award is contingent upon an event (initiation of a clinical trial) in the future. Under the second option, management cannot determine if this event is probable at this time. The fair value of these options as of September 30, 2017 is $24,933. The change in value of ($15,988) has been included with stock based compensation for the nine months ended September 30, 2017. At September 30, 2017, the Company had no warrants outstanding.

NOTE 9 - COMMITMENTS AND CONTIN

NOTE 9 - COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
NOTE 9 - COMMITMENTS AND CONTINGENCIES	NOTE 9 — COMMITMENTS AND CONTINGENCIES In July 2006, Comparative Biosciences Inc. (“CompBio”) , a company that AngioGenex hired to breed and house a colony of its proprietary “Id-Knockout” mice, sued the Company claiming approximately $200,000 in unpaid invoices. AngioGenex’ response included counter-claims for CompBio’s breaches of contract, as well as a number of business torts. On November 6, 2007 the parties agreed to a disposition of the suit under a stipulated judgment and settlement agreement pursuant to which: CompBio must return the laboratory mice and all scientific data from the research, CompBio agreed to forego all intellectual property rights in the mice and in the research that it acknowledged belong to AngioGenex, and AngioGenex agreed to pay the CompBio $55,000 in installments over a 5-year period, plus accumulated interest at 5% per annum. The stipulated judgment and settlement agreement was filed with the court in November of 2007. At September 30, 2017 the Company has made $17,500 payments to CompBio pursuant to the settlement agreement, and had accrued interest of $18,812. The Company has not made the required payments since the fourth quarter of 2008, and is in default of this settlement agreement. Under the terms of the agreement upon receipt of written notification of default from CompBio the Company has five days to cure. Failure by the Company to cure the default results in an increase in the settlement amount to $75,000 plus retroactive interest of 5% on the balance. The Company has not received any notification of default from CompBio as of the filing of this document and has not accrued the potential additional settlement or related interest. In the ordinary course of business, in addition to the above disclosed matter, the Company may be contingently liable for other litigation and a party to claims. Management believes that adequate provisions have been made where required for such contingencies. Although the extent of potential costs and losses, if any, is uncertain, management believes that the ultimate resolution of such contingencies will not have an adverse effect on the consolidated financial position, results of operations or cash flows of the Company

NOTE 10 - NET LOSS PER SHARE

NOTE 10 - NET LOSS PER SHARE	9 Months Ended
	Sep. 30, 2017
Earnings Per Share [Abstract]
NOTE 10 - NET LOSS PER SHARE	NOTE 10 — NET LOSS PER SHARE Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding and issuable during the periods presented. The computation of diluted loss per share is similar to the computation of basic loss per share, except that the denominator is increased for the assumed exercise of dilutive options and other potentially dilutive securities using the treasury stock method unless the effect is antidilutive. The Company has 12,289,999 common stock options outstanding as of September 30, 2017 and September 30, 2016. These options are excluded from the calculation as they are antidilutive.

NOTE 3 - LIQUIDITY AND GOING CO

NOTE 3 - LIQUIDITY AND GOING CONCERN CONSIDERATIONS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Note 3 - Liquidity And Going Concern Considerations Details Narrative
Net loss	$ (121,111)	$ (143,225)	$ (619,769)	$ (452,835)
Accumulated deficit	$ (6,513,009)		$ (6,513,009)		$ (5,893,240)