Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 16, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Akers Biosciences, Inc. | |
Entity Central Index Key | 0001321834 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,859,868 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 16,189,651 | $ 517,444 |
Marketable Securities | 6,929,356 | 9,164,273 |
Prepaid expenses | 446,507 | 340,971 |
Current assets of discontinued operations | 288,126 | |
Total Current Assets | 23,565,514 | 10,310,814 |
Non-Current Assets | ||
Restricted Cash | 115,094 | 115,094 |
Property, Plant and Equipment, net | 3,738 | 10,554 |
Right-of-Use Asset | 40,469 | |
Other Assets | 2,722 | |
Non-current assets of discontinued operations | 445,751 | |
Total Non-Current Assets | 159,301 | 574,121 |
Total Assets | 23,724,815 | 10,884,935 |
Current Liabilities | ||
Trade and Other Payables | 1,057,469 | 901,207 |
Right-of-Use Liability | 40,506 | |
Current liabilities of discontinued operations | 1,457,671 | 628,558 |
Total Current Liabilities | 2,555,646 | 1,529,765 |
Non-Current Liabilities | ||
Right-of-Use Liability, net of current | ||
Total Non-Current Liabilities | ||
Total Liabilities | 2,555,646 | 1,529,765 |
Commitments and Contingencies | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, value | ||
Common stock, No par value, 100,000,000 shares authorized 8,859,868 and 1,738,837 issued and outstanding as of September 30, 2020 and December 31, 2019 | 154,901,639 | 128,920,414 |
Accumulated Other Comprehensive Income (Loss) | 17,886 | |
Accumulated Deficit | (133,876,994) | (119,583,130) |
Total Shareholders' Equity | 21,169,169 | 9,355,170 |
Total Liabilities and Shareholders' Equity | 23,724,815 | 10,884,935 |
Series C Convertible Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, value | ||
Series D Convertible Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, value | 144,524 | |
Total Shareholders' Equity | 144,524 | |
Series E Junior Participating Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Preferred stock, no par value | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, no par value | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 8,859,868 | 1,738,837 |
Common stock, shares outstanding | 8,859,868 | 1,738,837 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, no par value | ||
Preferred stock, shares authorized | 1,990,000 | 1,990,000 |
Preferred stock, stated value | $ 4 | $ 4 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, no par value | ||
Preferred stock, shares authorized | 211,353 | 211,353 |
Preferred stock, stated value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 72,992 | 0 |
Preferred stock, shares outstanding | 72,992 | 0 |
Series E Junior Participating Preferred Stock [Member] | ||
Preferred stock, no par value | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, stated value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Product Revenue | ||||
Product Cost of Sales | ||||
Gross Income | ||||
Research and Development Expenses | 1,741,269 | 6,140,487 | ||
Administrative Expenses | 1,223,354 | 843,144 | 2,983,443 | 2,687,681 |
Sales and Marketing Expenses | 6,250 | 6,163 | 16,667 | 18,750 |
Litigation Settlement Expenses | 75,000 | |||
Loss from Operations | (2,970,873) | (849,307) | (9,140,597) | (2,781,431) |
Other (Income) Expenses | ||||
Foreign Currency Transaction (Gain) Loss | (32) | (93) | 4,846 | |
(Gain)/Loss on Investments | (6,416) | 36,714 | (2,155) | |
Gain on FMV of Equity Investments | (31,465) | (31,465) | ||
Interest and Dividend Income | (23,368) | (22,015) | (99,116) | (81,017) |
Total Other Income | (54,833) | (28,463) | (93,960) | (78,326) |
Loss from Continuing Operations Before Income Tax | (2,916,040) | (820,844) | (9,046,637) | (2,703,105) |
Income Tax Benefit | ||||
Net Loss from Continuing Operations | (2,916,040) | (820,844) | (9,046,637) | (2,703,105) |
(Loss)/Income from Discontinued Operations Before Income Tax | (4,211,157) | (16,182) | (5,247,227) | 154,230 |
Income Tax | ||||
Net (Loss)/Income from Discontinued Operations | (4,211,157) | (16,182) | (5,247,227) | 154,230 |
Net Loss | (7,127,197) | (837,026) | (14,293,864) | (2,548,875) |
Other Comprehensive Income (Loss) | ||||
Net Unrealized Gain (Loss) on Marketable Securities | (1,805) | 45,597 | ||
Total Other Comprehensive Income (Loss) | (1,805) | 45,597 | ||
Comprehensive Loss | $ (7,127,197) | $ (838,831) | $ (14,293,864) | $ (2,503,278) |
Basic and Diluted loss per common share from continuing operations | $ (0.38) | $ (1.51) | $ (1.79) | $ (4.99) |
Basic and Diluted (loss) earnings per common share from discontinued operations | (0.55) | (0.03) | (1.04) | 0.28 |
Basic and Diluted loss per common share | $ (0.93) | $ (1.54) | $ (2.83) | $ (4.71) |
Weighted average basic common shares outstanding | 7,626,780 | 541,859 | 5,044,737 | 541,289 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Shareholders Equity - USD ($) | Series D Convertible Preferred Stock [Member] | Common Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income/(Loss) [Member] | Total |
Balance at Dec. 31, 2018 | $ 121,554,547 | $ (115,694,881) | $ (25,913) | $ 5,833,753 | |
Balance, shares at Dec. 31, 2018 | 540,607 | ||||
Net loss | (916,958) | (916,958) | |||
Issuance of stock grants to key employees | $ 15,874 | 15,874 | |||
Issuance of stock grants to key employees, shares | 625 | ||||
Stock-based compensation - Issuance of restricted stock units for services | $ 3,906 | 3,906 | |||
Net unrealized (Reclassification of) gain (loss) on marketable securities | 29,343 | 29,343 | |||
Balance at Mar. 31, 2019 | $ 121,574,327 | (116,611,839) | 3,430 | 4,965,918 | |
Balance, shares at Mar. 31, 2019 | 541,232 | ||||
Balance at Dec. 31, 2018 | $ 121,554,547 | (115,694,881) | (25,913) | 5,833,753 | |
Balance, shares at Dec. 31, 2018 | 540,607 | ||||
Net loss | (2,548,875) | ||||
Balance at Sep. 30, 2019 | $ 121,822,267 | (118,243,756) | 19,684 | 3,598,195 | |
Balance, shares at Sep. 30, 2019 | 542,014 | ||||
Balance at Mar. 31, 2019 | $ 121,574,327 | (116,611,839) | 3,430 | 4,965,918 | |
Balance, shares at Mar. 31, 2019 | 541,232 | ||||
Net loss | (794,891) | (794,891) | |||
Issuance of stock grants to key employees | $ 6,570 | 6,570 | |||
Issuance of stock grants to key employees, shares | 470 | ||||
Stock-based compensation - Issuance of restricted stock units for services | $ 118,478 | 118,478 | |||
Net unrealized (Reclassification of) gain (loss) on marketable securities | 18,059 | 18,059 | |||
Balance at Jun. 30, 2019 | $ 121,699,375 | (117,406,730) | 21,489 | 4,314,134 | |
Balance, shares at Jun. 30, 2019 | 541,702 | ||||
Net loss | (837,026) | (837,026) | |||
Issuance of stock grants to key employees | $ 3,111 | 3,111 | |||
Issuance of stock grants to key employees, shares | 312 | ||||
Stock-based compensation - Issuance of restricted stock units for services | $ 119,781 | 119,781 | |||
Net unrealized (Reclassification of) gain (loss) on marketable securities | (1,805) | (1,805) | |||
Balance at Sep. 30, 2019 | $ 121,822,267 | (118,243,756) | 19,684 | 3,598,195 | |
Balance, shares at Sep. 30, 2019 | 542,014 | ||||
Balance at Dec. 31, 2019 | $ 128,920,414 | (119,583,130) | 17,886 | 9,355,170 | |
Balance, shares at Dec. 31, 2019 | 1,738,837 | ||||
Net loss | (3,538,536) | (3,538,536) | |||
Stock-based compensation - Issuance of restricted stock units for services | 1,302 | 1,302 | |||
Net unrealized (Reclassification of) gain (loss) on marketable securities | (240,937) | (240,937) | |||
Exercise of prepaid equity forward contracts for common stock | $ 77 | 77 | |||
Exercise of prepaid equity forward contracts for common stock, shares | 765,000 | ||||
Stock-based compensation - acquisition of license for preferred series 'D' stock | $ 418,479 | 418,479 | |||
Stock-based compensation - acquisition of license for preferred series 'D' stock, shares | 211,353 | ||||
Stock-based compensation - acquisition of license for common stock | $ 814,578 | 814,578 | |||
Stock-based compensation - acquisition of license for common stock, shares | 411,403 | ||||
Stock-based compensation - shares issued to vendors | $ 7,318 | 7,318 | |||
Balance at Mar. 31, 2020 | $ 418,479 | $ 129,743,689 | (123,121,666) | (223,051) | 6,817,451 |
Balance, shares at Mar. 31, 2020 | 211,353 | 2,915,240 | |||
Balance at Dec. 31, 2019 | $ 128,920,414 | (119,583,130) | 17,886 | 9,355,170 | |
Balance, shares at Dec. 31, 2019 | 1,738,837 | ||||
Net loss | (14,293,864) | ||||
Balance at Sep. 30, 2020 | $ 144,524 | $ 154,901,639 | (133,876,994) | 21,169,169 | |
Balance, shares at Sep. 30, 2020 | 72,992 | 8,859,868 | |||
Balance at Mar. 31, 2020 | $ 418,479 | $ 129,743,689 | (123,121,666) | (223,051) | 6,817,451 |
Balance, shares at Mar. 31, 2020 | 211,353 | 2,915,240 | |||
Net loss | (3,628,131) | (3,628,131) | |||
Net unrealized (Reclassification of) gain (loss) on marketable securities | 201,898 | 201,898 | |||
Exercise of prepaid equity forward contracts for common stock | $ 3 | 3 | |||
Exercise of prepaid equity forward contracts for common stock, shares | 30,000 | ||||
Exercise of Series C Convertible Preferred Warrants for common stock | $ 4,174,000 | 4,174,000 | |||
Exercise of Series C Convertible Preferred Warrants for common stock, shares | 1,043,500 | ||||
Exercise of Series D Convertible Preferred Shares for common stock | $ (5,497) | $ 5,497 | |||
Exercise of Series D Convertible Preferred Shares for common stock, shares | (2,776) | 2,776 | |||
Registered direct offering of common stock net of offering costs of $513,795 | $ 4,086,207 | 4,086,207 | |||
Registered direct offering of common stock net of offering costs of $513,795, shares | 766,667 | ||||
Registered direct offering of common stock net of offering costs of $504,281 | $ 4,320,720 | 4,320,720 | |||
Registered direct offering of common stock net of offering costs of $504,281, shares | 1,366,856 | ||||
Balance at Jun. 30, 2020 | $ 412,982 | $ 142,330,116 | (126,749,797) | (21,153) | 15,972,148 |
Balance, shares at Jun. 30, 2020 | 208,577 | 6,125,039 | |||
Net loss | (7,127,197) | (7,127,197) | |||
Stock-based compensation - Issuance of restricted stock units for services | 69,031 | 69,031 | |||
Net unrealized (Reclassification of) gain (loss) on marketable securities | 21,153 | 21,153 | |||
Exercise of Series C Convertible Preferred Warrants for common stock | $ 3,566,000 | 3,566,000 | |||
Exercise of Series C Convertible Preferred Warrants for common stock, shares | 891,500 | ||||
Exercise of Series D Convertible Preferred Shares for common stock | $ (268,458) | $ 268,458 | |||
Exercise of Series D Convertible Preferred Shares for common stock, shares | (135,585) | 135,585 | |||
Registered direct offering of common stock net of offering costs of $689,874 | $ 6,158,034 | 6,158,034 | |||
Registered direct offering of common stock net of offering costs of $689,874, shares | 1,207,744 | ||||
Share-based compensation - shares issued for litigation settlements | $ 2,510,000 | 2,510,000 | |||
Share-based compensation - shares issued for litigation settlements, shares | 500,000 | ||||
Balance at Sep. 30, 2020 | $ 144,524 | $ 154,901,639 | $ (133,876,994) | $ 21,169,169 | |
Balance, shares at Sep. 30, 2020 | 72,992 | 8,859,868 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Shareholders Equity (Parenthetical) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Offering Costs [Member] | ||
Net offering cost | $ 513,795 | |
Offering Costs One [Member] | ||
Net offering cost | $ 504,281 | |
Offering Costs Two [Member] | ||
Net offering cost | $ 689,874 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||||
Net loss from ongoing operations | $ (2,916,040) | $ (820,844) | $ (9,046,637) | $ (2,703,105) |
Net income/(loss) from discontinued operations | (4,211,157) | (16,182) | (5,247,227) | 154,230 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Loss/(gain) on sale of securities | 0 | (6,416) | 36,714 | (2,155) |
Gain on fair market value of equity investments | (31,465) | (31,465) | ||
Accrued loss on marketable securities | 1,749 | 6,289 | ||
Depreciation and amortization | 13,087 | 28,757 | 54,522 | |
Loss on disposal of fixed assets | 18,680 | |||
Impairment of Prepaid Royalties | 291,442 | |||
Impairment of intangible assets | 152,822 | |||
Inventory adjustment for net realizable value | 197,723 | |||
Reserve for obsolete inventory | 79,413 | 126,422 | ||
Reserve for doubtful other receivables | 105,325 | |||
Change in assets and liabilities | ||||
Decrease/(increase) in trade receivables | 67,122 | (59,899) | ||
Decrease in deposits and other receivables | 9,347 | |||
Decrease in inventories | 1,262 | 46,786 | ||
(Increase)/decrease in prepaid expenses | (98,410) | 18,147 | ||
Decrease in other assets | 2,722 | 4,330 | ||
Increase/(decrease) in trade and other payables | 961,134 | (600,537) | ||
Increase in right-of-use liabilities | 37 | |||
Net cash used by operating activities | (8,842,867) | (2,572,578) | ||
Cash flows from investing activities: | ||||
Short-term note receivable | (100,000) | |||
Purchases of marketable securities | (100,865) | (87,305) | ||
Proceeds from sale of marketable securities | 2,310,898 | 2,556,516 | ||
Net cash provided by investing activities | 2,210,033 | 2,369,211 | ||
Cash flows from financing activities | ||||
Net proceeds from issuance of common stock | 14,564,961 | |||
Net proceeds from the exercise of Series C Convertible Preferred warrants for the purchase of common stock | 7,740,000 | |||
Net proceeds from the exercise of prepaid equity forward contracts for the purchase of common stock | 80 | |||
Net cash provided by financing activities | 22,305,041 | |||
Net increase/(decrease) in cash and restricted cash | 15,672,207 | (203,367) | ||
Cash and restricted cash at beginning of period | 632,538 | 681,755 | ||
Cash and restricted cash at end of period | $ 16,304,745 | $ 478,388 | 16,304,745 | 478,388 |
Cash paid for: | ||||
Interest | ||||
Income Taxes | ||||
Supplemental Schedule of Non-Cash Financing and Investing Activities | ||||
Net unrealized gains/(losses) on marketable securities | 45,597 | |||
Operating lease right-of-use asset obtained in exchange for lease obligation | (79,942) | |||
Exercise of Series D Convertible Preferred Stock for Common Stock | 273,955 | |||
Vendors [Member] | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Share based compensation | 7,318 | |||
Chubeworkx [Member] | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Share based compensation | 2,510,000 | |||
Cystron [Member] | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Share based compensation | 1,233,057 | |||
Restricted Stock [Member] | Employee [Member] | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Share based compensation | 25,555 | |||
Restricted Stock Units (RSUs) [Member] | Director [Member] | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Share based compensation | $ 70,333 | $ 242,165 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1 – Organization and Description of Business Akers Biosciences, Inc. (“Akers”), is a New Jersey corporation. These consolidated financial statements include three wholly owned subsidiaries, Cystron Biotech, LLC (“Cystron”), Akers Acquisition Sub, Inc. and Bout Time Marketing Corporation, (together, the “Company”). All material intercompany transactions have been eliminated in consolidation. The Company was historically a developer of rapid health information technologies but since March 2020, has been primarily focused on the development of a vaccine candidate against SARS-CoV-2, a coronavirus currently causing a pandemic throughout the world. In response to the global pandemic, the Company is pursuing rapid development and manufacturing of its COVID-19 vaccine candidate, or combination product candidate (the “COVID-19 Vaccine Candidate”) in collaboration with Premas Biotech PVT Ltd. (“Premas”). On July 7, 2020, the Company immediately ceased the production and sale of its rapid, point-of-care screening and testing products. The Company will continue to provide support for these testing products that remain in the market through respective product expiration dates. For a more detailed discussion of the Company’s cessation of its screening and testing products, see Note 3 and Note 6 herein. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 – Significant Accounting Policies (a) Basis of Presentation The Condensed Consolidated Financial Statements of the Company are prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States of America (US GAAP). Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of and for the years ended December 31, 2019 and 2018 included in the Company’s 2019 Form 10-K, as filed on March 25, 2020. In the opinion of the Company’s management, these condensed consolidated financial statements include all adjustments, which are of only a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2020 and its results of operations and cash flows for the three and nine months ended September 30, 2020 and 2019. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2020. (b) Use of Estimates and Judgments The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes for revenue recognition, recording research and development expenses, allowances for doubtful accounts, inventory and prepaid asset write-downs, impairment of equipment and intangible assets and valuation of share-based payments. (c) Functional and Presentation Currency These condensed consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency. All financial information has been rounded to the nearest dollar. Foreign Currency Transaction Gains or Losses, resulting from cash balances denominated in Foreign Currencies, are recorded in the Condensed Consolidated Statements of Operations and Comprehensive Loss. (d) Comprehensive Income (Loss) The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive income (loss). Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. (e) Cash and Cash Equivalents The Company considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents. (f) Restricted Cash At September 30, 2020, restricted cash included in non-current assets on the Company’s Condensed Consolidated Balance Sheet was $115,094 representing cash in trust for the purpose of funding legal fees for certain litigations. (g) Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, marketable securities, receivables and trade and other payables. The carrying value of cash and cash equivalents, receivables and trade and other payables approximate their fair value because of their short maturities. The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2 Inputs to the valuation methodology include: ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in inactive markets; ● inputs other than quoted prices that are observable for the asset or liability; ● inputs that are derived principally from or corroborated by observable market data by correlation or other means If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Following is a description of the valuation methodologies used for assets measured at fair value as of September 30, 2020 and December 31, 2019. Marketable Securities: Quoted Prices in Active Quoted Prices for Significant Fixed Income Bonds at September 30, 2020 $ 6,929,356 $ - $ - Fixed Income Bonds at December 31, 2019 $ 9,164,273 $ - $ - Marketable securities are classified as available for sale and are valued at fair market value. Maturities of the securities are less than one year. As of September 30, 2020, the Company held certain fixed income investments which, under FASB ASC 321-10, were considered equity investments. As such, the change in fair value in the three months ended September 30, 2020 and the accumulated other comprehensive income (loss) of $21,153 at June 30, 2020 were included in the net loss. Gains and losses resulting from the sales of marketable securities were gains of $0 and $6,416 for the three months ended September 30, 2020 and 2019, respectively and were (losses) and gains of ($36,714) and $2,155 for the nine months ended September 30, 2020 and 2019, respectively Proceeds from the sales of marketable securities in the three and nine months ended September 30, 2020 were $3,436 and $2,310,898, respectively and were $1,201,870 and $2,556,516 for the three and nine months ended September 30, 2019, respectively. (h) Trade Receivables and Allowance for Doubtful Accounts The carrying amounts of current trade receivables are stated at cost, net of allowance for doubtful accounts and approximates their fair value given their short-term nature. The normal credit terms extended to customers range between 30 and 90 days. Credit terms longer than these may be extended after considering the credit worthiness of the customers and the business requirements. The Company reviews all receivables that exceed terms and establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade and other receivables. A considerable amount of judgment is required in assessing the amount of allowance. The Company considers the historical level of credit losses, makes judgments about the credit worthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. (i) Prepaid Expenses Prepaid expenses represent expenses paid prior to the date that the related services are rendered or used are recorded as prepaid expenses. Prepaid expenses are comprised principally of prepaid insurance. (j) Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial institutions. At times, the Company’s cash in banks is in excess of the FDIC insurance limit. The Company has not experienced any loss as a result of these cash deposits. These cash balances are maintained with two banks. (k) Property, Plant and Equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amounts of property, plant and equipment and are recognized within “other income” in the Condensed Consolidated Statement of Operations and Comprehensive Loss. Depreciation is recognized in profit and loss on an accelerated basis over the estimated useful lives of the property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or their useful lives. Depreciation expense totaled $1,045 and $6,815 for the three and nine months ended September 30, 2020, respectively and $6,455 and $19,366 for the three and nine months ended September 30, 2019, respectively. (l) Right-of-Use Assets The Company leases its facility in West Deptford, New Jersey (the “Thorofare Facility”) under an operating lease (“Thorofare Lease”) with annual rentals of $132,000 plus common area maintenance (CAM) charges. The Thorofare Facility houses the Company’s office, manufacturing, laboratory and warehouse space. The Thorofare Lease took effect on January 1, 2008. On January 7, 2013, the Company extended the Thorofare Lease extending the term to December 31, 2019. On November 11, 2019, the Company entered into another extension of the Thorofare Lease, extending the term to December 31, 2021, effective January 1, 2020, and providing for an early termination option with a 150-day notice period. On July 16, 2020, the Company exercised the early termination option under the lease agreement, with the effect of the post exercise lease maturity date changing to December 13, 2020. On January 1, 2020 (“Effective Date”), the Company adopted FASB ASC, Topic 842, Leases (“ASC 842”), which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company adopted the new guidance using the modified retrospective approach on January 1, 2020. As a result, the consolidated balance sheet as of December 31, 2019 was not restated and is not comparative. The adoption of ASC 842 resulted in the recognition of ROU assets of $306,706 and lease liabilities for an operating lease of $306,706 on the Company’s Condensed Consolidated Balance Sheet as of January 1, 2020. The Company elected the package of practical expedients permitted within the standard, which allows an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease and non-lease components. The Company has also elected the short-term lease accounting policy under which the Company would not recognize a lease liability or ROU asset for any lease that at the commencement date has a lease term of twelve months or less and does not include a purchase option that the Company is more than reasonably certain to exercise. For contracts entered into on or after the Effective Date, at the inception of a contract, the Company will assess whether the contract is, or contains, a lease. The Company’s assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2020, which were accounted for under ASC 840, were not reassessed for classification. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. In June 2020, the Company recorded an adjustment to its right-of-use asset and liability in the amounts of $153,709 and $155,737, respectively, to adjust for the effect of the Company having elected to exercise the early termination option under the lease agreement, as discussed earlier. The following information reflects the effect of the adjustments discussed above in connection with the Company’s exercise of the early termination option. The Company’s operating lease is comprised solely of the lease of its Thorofare Facility. Condensed Consolidated Balance Sheet information related to its lease is presented below: Balance Sheet Location September 30, 2020 January 1, 2020 December 31, 2019 Operating Lease Right-of-use asset $ 40,469 $ 306,706 $ - Liability, current 40,506 143,018 - Liability, net of current $ - $ 163,688 - The following provides details of the Company’s lease expense, including CAM charges: Three months ended Nine months ended Lease cost Operating lease $ 41,148 $ 124,222 Other information related to leases is presented below: Other information As of Operating cash used by operating leases $ 124,184 Weighted-average remaining lease term – operating leases (in months) 3 Weighted-average discount rate – operating leases 10.00 % As of September 30, 2020, the annual minimum lease payments of the Company’s operating lease liabilities were as follows: For Years Ending December 31, Operating leases 2020 (excluding the nine months ended September 30, 2020) $ 41,146 Total future minimum lease payments, undiscounted $ 41,146 Less: Imputed interest (640 ) Present value of future minimum lease payments $ 40,506 (n) Intangible Assets The Company’s long-lived intangible assets, other than goodwill, are assessed for impairment when events or circumstances indicate there may be an impairment. These assets were initially recorded at their estimated fair value at the time of acquisition and assets not acquired in acquisitions were recorded at historical cost. However, if their estimated fair value is less than the carrying amount, other intangible assets with indefinite lives are reduced to their estimated fair value through an impairment charge to the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. (o) Revenue Recognition Beginning on January 1, 2019, the Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of this revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the Company satisfies a performance obligation The Company does not have any significant contracts with customers requiring performance beyond delivery. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the product transfers to the Company’s customer, which generally occurs upon delivery to the customer but can also occur when goods are shipped by the Company, depending on the shipment terms of the contract. The Company’s performance obligations are satisfied at that time. The Company uses the most likely amount approach to determine the variable consideration of the transaction price in order to account for the contractual rebates and incentives that are estimated and adjusted for over time. (p) Research and Development Costs In accordance with FASB ASC 730, (q) Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of September 30, 2020, and December 31, 2019, no liability for unrecognized tax benefits was required to be reported. There is no income tax benefit for the losses for the three and nine months ended September 30, 2020 and 2019 since management has determined that the realization of the net deferred assets is not assured and has created a valuation allowance for the entire amount of such tax benefits. The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expense. There were no amounts accrued for penalties and interest for the three and nine months ended September 30, 2020 and 2019. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. (r) Shipping and Handling Fees and Costs The Company charges actual shipping costs plus a handling fee to customers. These fees are classified as part of product revenue in the Condensed Consolidated Statement of Operations and Comprehensive Loss. Shipping and other related delivery costs, including those for incoming raw materials are classified as product cost of sales. (s) Basic and Diluted Earnings per Share of Common Stock Basic earnings per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect of increasing diluted earnings per share are considered anti-dilutive. Diluted net loss per share is computed using the weighted average number of shares of common and dilutive potential common stock outstanding during the period. As the Company reported a net loss from continuing operations for the three and nine months ended September 30, 2020 common stock equivalents were anti-dilutive. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Nine Months Ended 2020 2019 Stock Options - 40 Unvested RSUs 789,360 15,603 Warrants to purchase common stock 514,516 88,015 Series D Preferred Convertible Stock 72,992 - Warrants to purchase Series C Preferred stock 55,000 - Total potentially dilutive shares 1,431,868 103,658 (t) Reclassifications Certain prior year amounts have been reclassified to conform to the current year’s presentation. (u) Discontinued Operations In accordance with FASB ASC 205, results of operations of a component of an entity that has either been disposed of or is held for sale is to be reported as discontinued operations in the condensed consolidated financial statements if the disposition or sale represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. See Note 6 herein. (v) Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements Adopted In February 2016, the FASB issued ASU 2016-02—Leases (Topic 842) (“ASU-2016-02”), which requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company has adopted ASU-2016-02, effective January 1, 2020, and, as a result of this implementation, has recorded an operating lease right-of-use asset and an operating lease liability as of September 30, 2020. Recently Issued Accounting Pronouncements Not Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s condensed consolidated financial statements upon the adoption of this ASU. |
Recent Developments, Liquidity
Recent Developments, Liquidity and Management's Plans | 9 Months Ended |
Sep. 30, 2020 | |
Expenses Related Public Offering [Domain] | |
Recent Developments, Liquidity and Management's Plans | Note 3 – Recent Developments, Liquidity and Management’s Plans Ceasing Production and Sale of Rapid, Point-Of-Care Screening and Testing Products As previously disclosed, in light of the unfavorable factors persistent in our rapid, point-of-care screening and testing product business and the progress the Company has made in its partnership with Premas, the Company conducted a strategic review of the screening and testing products business. Following such review, in early July 2020, the Company ceased the production and sale of its rapid, point-of-care screening and testing products. The Company will continue to provide support for these testing products that remain in the market through their respective product expiration dates. The Company had been experiencing declining sales revenue and production backlogs for these products and, as it previously reported, had eliminated its sales force for such products. The Company intends to devote its attention to its partnership with Premas for the development of its COVID-19 Vaccine Candidate and transactions that the Company believes will increase shareholder value. In connection with the ceasing production and sale of its existing product line, on July 16, 2020, the Company decided to close the Thorofare Facility and exercised the early termination option under the Thorofare Lease, which provided for a 150-day notice to terminate the lease. Pursuant to the early termination option, the Thorofare Lease will mature on December 13, 2020. The Company determined that the discontinuation of the production and distribution of the Company’s screening and testing products constituted a strategic shift in the Company’s business and as a result the elimination of the product lines should be presented as discontinued operations under FASB ASC 205-20 Presentation of Financial Statements, Discontinued Operations. Acquisition of Cystron On March 23, 2020, the Company acquired Cystron pursuant to that certain Membership Interest Purchase Agreement (the “MIPA”). Cystron was incorporated on March 10, 2020. Upon the Company’s purchase of Cystron, Cystron’s sole asset consisted of an exclusive license with respect to Premas’ vaccine platform for the development of a vaccine against COVID-19 and other coronavirus infections. Since its formation and through the date of its acquisition by the Company, Cystron did not have any employees. The acquisition of Cystron was accounted for as the purchase of an asset. As consideration for the Membership Interests (as defined in the MIPA), the Company delivered to the members of Cystron (the “Sellers”): (1) that number of newly issued shares of its common stock equal to 19.9% of the issued and outstanding shares of its common stock and pre-funded warrants as of the date of the MIPA, but, to the extent that the issuance of its common stock would have resulted in any Seller owning in excess of 4.9% of the Company’s outstanding common stock, then, at such Seller’s election, such Seller received “common stock equivalent” preferred shares with a customary 4.9% blocker (with such common stock and preferred stock collectively referred to as “Common Stock Consideration”), and (2) $1,000,000 in cash. On March 24, 2020 the Company paid $1,000,000 to the Sellers and delivered 411,403 shares of common stock and 211,353 shares of Series D Convertible Preferred Stock with a customary 4.9% blocker, with an aggregate fair market value of $1,233,057, and recorded $2,233,057 as a charge to research and development expense within the Condensed Consolidated Statements of Operations and Comprehensive Loss in the three months ended March 31,2020 and nine months ended September 30,2020. On April 22, 2020, Premas, one of the Sellers, returned to us $299,074 representing its portion of the cash purchase price to acquire Cystron. Premas has advised us that these funds were returned temporarily for Premas to meet certain regulatory requirements in India. Additionally, the Company shall (A) make an initial payment to the Sellers of up to $1,000,000 upon its receipt of cumulative gross proceeds from the consummation of an initial equity offering after the date of the MIPA of $8,000,000, and (B) pay to Sellers an amount in cash equal to 10% of the gross proceeds in excess of $8,000,000 raised from future equity offerings after the date of the MIPA until the Sellers have received an aggregate additional cash consideration equal to $10,000,000 (collectively, the “Equity Offering Payments”). On May 14, 2020, the Company and the Sellers entered into an Amendment No. 1 to the MIPA (the “Amendment”), which provided that any Equity Offering Payments in respect of an equity offering that is consummated prior to September 23, 2020, shall be accrued, but shall not be due and payable until September 24, 2020. The other provisions of the MIPA remain unmodified and in full force and effect. Upon the achievement of certain milestones, including the completion of a Phase 2 study for a COVID-19 Vaccine Candidate that meets its primary endpoints, Sellers will be entitled to receive an additional 750,000 shares of the Company’s common stock or, in the event the Company is unable to obtain stockholder approval for the issuance of such shares, 750,000 shares of non-voting preferred stock that are valued following the achievement of such milestones and shall bear a 10% annual dividend (the “Milestone Shares”). Sellers will also be entitled to contingent payments from the Company of up to $20,750,000 upon the achievement of certain milestones, including the approval of a new drug application by the FDA. Pursuant to the MIPA, upon the Company’s consummation of the registered direct equity offering closed on April 8, 2020, the Company paid the Sellers $250,000 on April 20, 2020 (the “April Payment”). On April 30, 2020, Premas, one of the Sellers, returned to us $83,334, representing their portion of the $250,000 amount paid to the Sellers on April 20, 2020. Premas has advised us that these funds were returned temporarily for Premas to meet certain regulatory requirements in India. The Company recorded liabilities of $892,500 (the “May Payment”) and $684,790 (the “August Payment”) to the Sellers upon the consummation of the registered direct equity offerings that closed on May 18, 2020 and August 13, 2020, respectively. These funds (including funds of $299,074 representing Premas’ portion of the cash purchase price and $83,334 representing Premas’ portion of the April Payment temporarily returned to the Company in April 2020) due the sellers under the MIPA, as amended, were disbursed on September 25, 2020. For the three and nine month periods ended September 30, 2020, $684,790 and $1,827,290 are included in research and development expense within the Condensed Consolidated Statements of Operations and Comprehensive Loss for the April Payment, May Payment and August Payment. On October 13, 2020, Premas returned $908,117 representing Premas’ portion of the initial cash component for the purchase of Cystron and Premas’ portion of the April Payment, May Payment and August Payment under the MIPA, as amended. These funds were returned temporarily for Premas to meet certain regulatory requirements in India. The Company shall also make quarterly royalty payments to Sellers equal to 5% of the net sales of a COVID-19 vaccine or combination product by the Company for a period of five (5) years following the first commercial sale of the COVID-19 vaccine; provided, that such payment shall be reduced to 3% for any net sales of the COVID-19 vaccine above $500 million. In addition, Sellers shall be entitled to receive 12.5% of the transaction value, as defined in the MIPA, of any change of control transaction, as defined in the MIPA, that occurs prior to the fifth (5th) anniversary of the closing date of the MIPA, provided that the Company is still developing the COVID-19 Vaccine Candidate at that time. Following the consummation of any change of control transaction, the Sellers shall not be entitled to any payments as described above under the MIPA. License Agreement Cystron is a party to a License and Development Agreement (the “Initial License Agreement”) with Premas. As a condition to the Company’s entry into the MIPA, Cystron amended and restated the Initial License Agreement on March 19, 2020 (as amended and restated, the “License Agreement”). Pursuant to the License Agreement, Premas granted Cystron, amongst other things, an exclusive license with respect to Premas’ vaccine platform for the development of a vaccine against COVID-19 and other coronavirus infections. Upon the achievement of certain developmental milestones by Cystron, Cystron shall pay to Premas a total of up to $2,000,000. On April 16, 2020, the Company paid Premas $500,000 for the achievement of the first two development milestones of which $250,000 was accrued as research and development expense for the three months ended March 31, 2020. On May 18, 2020, the Company paid Premas $500,000 for the achievement of the third development milestone. On July 7, 2020, the Company and Premas agreed that the fourth milestone under the License Agreement had been satisfied. Due to the achievement of this milestone on July 7, 2020, Premas was paid $1,000,000 on August 4, 2020. Accordingly, for the three and nine months ended September 30, 2020, research and development expenses of $1,000,000 and $2,000,000 were recorded in the condensed consolidated statements of operations and comprehensive loss. Cystron Medical Panel On April 10, 2020, the Company established the Cystron Medical Panel and appointed its first member to the panel. Each member shall be compensated with an initial grant of the Company’s common stock with an aggregate fair market value of $25,000 and a monthly cash stipend in the initial amount of $2,500. During the three and nine months ended September 30, 2020, the Company recorded $10,651 and $20,925 as a charge to research and development expense within the Condensed Consolidated Statements of Operations and Comprehensive Loss. Series D Convertible Preferred Stock On March 24, 2020, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of New Jersey. Pursuant to the Certificate of Designation, in the event of the Company’s liquidation or winding up of its affairs, the holders of its Series D Convertible Preferred Stock (the “Preferred Stock”) will be entitled to receive the same amount that a holder of the Company’s common stock would receive if the Preferred Stock were fully converted (disregarding for such purposes any conversion limitations set forth in the Certificate of Designation) to common stock which amounts shall be paid pari passu with all holders of the Company’s common stock. Each share of Preferred Stock has a stated value equal to $0.01 (the “Stated Value”), subject to increase as set forth in Section 7 of the Certificate of Designation. A holder of Preferred Stock is entitled at any time to convert any whole or partial number of shares of Preferred Stock into shares of the Company’s common stock determined by dividing the Stated Value of the Preferred Stock being converted by the conversion price of $0.01 per share. A holder of Preferred Stock will be prohibited from converting Preferred Stock into shares of the Company’s common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of the Company’s common stock then issued and outstanding (with such ownership restriction referred to as the “Beneficial Ownership Limitation”). However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. Subject to the Beneficial Ownership Limitation, on any matter presented to the Company’s stockholders for their action or consideration at any meeting of the Company’s stockholders (or by written consent of stockholders in lieu of a meeting), each holder of Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of the Company’s common stock into which the shares of Preferred Stock beneficially owned by such holder are convertible as of the record date for determining stockholders entitled to vote on or consent to such matter (taking into account all Preferred Stock beneficially owned by such holder). Except as otherwise required by law or by the other provisions of the Company’s certificate of incorporation, the holders of Preferred Stock will vote together with the holders of the Company’s common stock and any other class or series of stock entitled to vote thereon as a single class. A holder of Preferred Stock shall be entitled to receive dividends as and when paid to the holders of the Company’s common stock on an as-converted basis. During the three and nine months ended September 30, 2020, 135,585 and 138,361 shares of Preferred Stock were converted to 135,585 and 138,361 common shares, respectively. As of September 30, 2020, 72,992 shares of Series D Preferred Stock were issued and outstanding. Restricted Stock Unit Award Agreement On September 11, 2020, the Company entered into Restricted Stock Unit Award Agreements (the “Agreements”) with the Company’s four directors. Pursuant to the Agreements, Christopher C. Schreiber, who is also the Company’s Executive Chairman and President, was granted 263,500 Restricted Stock Units (“RSUs”), Joshua Silverman was granted 219,000 RSUs, William White was granted 219,000 RSUs, and Robert Schroeder was granted 87,860 RSUs (each, a “Grant,” and, collectively, the “Grants”) under the Company’s 2018 Equity Incentive Plan, as amended (the “2018 Plan”). Fifty percent (50%) of the RSUs in each Grant will vest on the first anniversary of the date of Grant, and the remaining fifty percent (50%) will vest on the second anniversary of the date of Grant; provided that the RSUs shall vest immediately upon the occurrence of (i) a change in control, provided that the director is employed by or providing services to the Company and its affiliates on the closing date of such change in control, (ii) the director’s termination of employment or service from the Company and its affiliates by reason of the director’s death or disability, or (iii) the director’s termination of employment or service by the Company without cause. Rights Agreement The Company’s board of directors (the “Board”) declared a dividend of one preferred share purchase right (a “Right”) for each of the Company’s issued and outstanding shares of common stock. The dividend is payable to the stockholders of record on September 21, 2020 (the “Record Date”). Each Right entitles the registered holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one one-thousandth of a share of the Company’s Series E Junior Participating Preferred Stock, no par value with a stated value of $0.001 (the “Preferred Stock”) at $15.00 (the “Purchase Price”), subject to certain adjustments. The description and terms of the Rights are set forth in the Rights Agreement dated as of September 9, 2020 (the “Rights Agreement”) between the Company and VStock Transfer, LLC, as Rights Agent (the “Rights Agent”). The Rights will not be exercisable until the earlier to occur of (i) the tenth business day following a public announcement or filing that a person has, or affiliates or associates of such person have, become an “Acquiring Person,” which is defined as a person, or affiliates or associates of such person, who, at any time after the date of the Rights Agreement, has acquired, or obtained the right to acquire, Beneficial Ownership of 10% or more of the Company’s outstanding shares of common stock, subject to certain exceptions, or (ii) the tenth business day (or such later date as may be determined by action of the Board prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person (the earlier of such dates being called the “Distribution Date”). Beneficial Ownership, as defined in the Rights Agreement, includes certain interests in securities created by derivatives contracts, which are beneficially owned, directly or indirectly, by a counterparty (or any of such counterparty’s affiliates or associates) under any derivatives contract to which such person or any of such person’s affiliates or associates is a receiving party (as such terms are defined in Rights Agreement), subject to certain limitations. Until the Distribution Date, (i) the Rights will be evidenced by the common stock certificates (or, for uncertificated shares of common stock, by the book-entry account that evidences record ownership of such shares) and will be transferred with, and only with, such Common Stock, and (ii) new common stock certificates issued after the Record Date will contain a legend incorporating the Rights Agreement by reference (for book entry common stock, this legend will be contained in the notations in book entry accounts). Until the earlier of the Distribution Date and the Expiration Date (defined below), the transfer of any shares of common stock outstanding on the Record Date will also constitute the transfer of the Rights associated with such shares of common stock. As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the common stock as of the close of business on Distribution Date separate rights certificates evidencing the Rights (“Right Certificates”), and such Right Certificates alone will evidence the Rights. The Company may choose book entry in lieu of physical certificates, in which case, references to “Rights Certificates” shall be deemed to mean the uncertificated book entry representing the Rights. The Rights, which are not exercisable until the Distribution Date, expire upon the earliest to occur of (i) the close of business on September 8, 2021; (ii) the time at which the Rights are redeemed or exchanged pursuant to the Rights Agreement; and (iii) the time at which the Rights are terminated upon the closing of any merger or other acquisition transaction involving the Company pursuant to a merger or other acquisition agreement that has been approved by the Board prior to any person becoming an Acquiring Person (the earliest of (i), (ii), and (iii) is referred to as the “Expiration Date”). Each share of Preferred Stock will be entitled to a preferential per share dividend rate equal to the greater of (i) $0.001 and (ii) the sum of (1) 1,000 times the aggregate per share amount of all cash dividends, plus (2) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than certain dividends or subdivisions of the outstanding shares of common stock. Each Preferred Stock will entitle the holder thereof to a number of votes equal to 1,000 on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction in which shares of common stock are exchanged, each Preferred Stock will be entitled to receive 1,000 times the amount received per one share of common stock. Pursuant to the Rights Agreement, the preferential rates noted above may be adjusted in the event that the Company (i) pays dividends in common stock, (ii) subdivides the outstanding common stock or (iii) combines outstanding Common Stock into a smaller number of shares. The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend, or a subdivision, combination or reclassification of the Preferred Stock, (ii) if the holders of Preferred Stock are granted certain rights, options or warrants to subscribe for the applicable Preferred Stock or securities convertible into the applicable Preferred Stock at less than the current market price of the applicable Preferred Stock, or (iii) upon the distribution to holders of Preferred Stock of evidences of indebtedness, cash (excluding regular quarterly cash dividends), assets (other than dividends payable in Preferred Stock) or subscription rights or warrants (other than those referred to in (ii) immediately above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split, reverse stock split, stock dividends and other similar transactions. With some exceptions, no adjustment in the purchase price relating to a Right will be required until cumulative adjustments amount to at least one percent (1%) of the purchase price relating to the Right. No fractional shares of Preferred Stock are required to be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) and, in lieu of the issuance of fractional shares, the Company may make an adjustment in cash based on the market price of the Preferred Stock on the trading date immediately prior to the date of exercise. In the event that a person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right will thereafter have the right to receive, upon exercise, common stock (or, in certain circumstances, other securities, cash or other assets of the Company) having a value equal to two (2) times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of a person becoming an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, Beneficially Owned by any Acquiring Person (or by certain related parties) will be null and void and any holder of such Rights (including any purported transferee or subsequent holder) will be unable to exercise or transfer any such Rights. However, Rights are not exercisable following the occurrence of a person becoming an Acquiring Person until the Distribution Date. In the event that, after a person or a group of affiliated or associated persons has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction, or 50% or more of the Company’s assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise of a Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have a market value of two (2) times the exercise price of the Right. At any time before any person or group of affiliated or associated persons becomes an Acquiring Person, the Board may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (subject to certain adjustments) (the “Redemption Price”). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Immediately upon the action of the Board electing to redeem or exchange the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Board may, at its option, at any time after the first occurrence of a Flip-in Event (as defined in the Rights Agreement), exchange all or part of the then outstanding and exercisable Rights for shares of common stock at an exchange ratio of one share of common stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the effective date. However, the Board shall not effect such an exchange at any time after any person, together with all affiliates and associates of such person, becomes a beneficial owner of 50% or more of the outstanding shares of common stock. Immediately upon the action of the Board to exchange the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the number of shares of Common equal to the number of Rights held by such holder multiplied by the exchange ratio. Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Board may amend or supplement the Rights Agreement without the approval of any holders of Rights at any time so long as the Rights are redeemable. At any time the Rights are no longer redeemable, no such supplement or amendment may (i) adversely affect the interests of the holders of Rights (other than an Acquiring Person or an affiliate or associate of an Acquiring Person), (ii) cause the Rights Agreement to become amendable other than in accordance with Section 27 of the Rights Agreement, or (iii) cause the Rights again to become redeemable. Liquidity As of September 30, 2020, the Company’s cash on hand was $16,304,745 (which included restricted cash of $115,094), and marketable securities were $6,929,356. The Company has incurred net losses of $14,293,864 for the nine months ended September 30, 2020. As of September 30, 2020, the Company had working capital of $21,009,868 and stockholder’s equity of $21,169,169. During the nine months ended September 30, 2020, cash flows used in operating activities were $8,842,867, consisting primarily of a net loss of $14,293,864, which includes, principally, research and development costs in connection with the purchase of a license and milestone license fees of $6,060,348. Since its inception, the Company has met its liquidity requirements principally through the sale of its common stock in public and private placements. On April 8, 2020, pursuant to a securities purchase agreement with certain institutional and accredited investors, the Company issued and sold in a registered direct offering (the “April Offering”) an aggregate of 766,667 shares of common stock of the Company at an offering price of $6.00 per share, for gross and net proceeds of $4,600,002 and $4,086,207, respectively. In connection with the April Offering, the Company issued to the placement agent or designees warrants to purchase up to 61,333 shares of its common stock at an exercise price of $7.50 (the “April Placement Agent Warrants”) in a private placement. The April Placement Agent Warrants will be exercisable at any time and from time to time, in whole or in part, following the date of issuance and for a term of five years from the effective date of the April Offering. On April 20, 2020, the Company recorded $250,000 of the net proceeds from the April Offering to the former members of Cystron, pursuant to the terms of the MIPA as a charge to research and development expense within the Condensed Consolidated Statements of Operations and Comprehensive Loss. During the period of April 6, 2020 through April 16, 2020, warrants to purchase an aggregate of 1,043,500 shares of Series C Convertible Preferred Stock were exercised at an exercise price of $4.00 per share, yielding proceeds of $4,174,000. On May 18, 2020, pursuant to a securities purchase agreement with certain institutional and accredited investors, the Company issued and sold in a registered direct offering (the “May Offering”) an aggregate of 1,366,856 shares of its common stock at an offering price of $3.53 per share, for gross and net proceeds of $4,825,002 and $4,320,720, respectively. In connection with the May Offering, the Company issued to the placement agent or designees warrants to purchase up to 109,348 shares of its common stock at an exercise price of $4.4125 (the “May Placement Agent Warrants”) in a private placement. The May Placement Agent Warrants will be exercisable at any time and from time to time, in whole or in part, following the date of issuance and for a term of five years from the effective date of the May Offering. During the period July 21, 2020 through August 11, 2020, warrants to purchase an aggregate of 891,500 shares of Series C Convertible Preferred Stock were exercised at an exercise price of $4.00 per share, yielding proceeds of $3,566,000. On August 13, 2020, pursuant to a securities purchase agreement with certain institutional and accredited investors, dated August 11, 2020, the Company issued and sold in a registered direct offering (the “August Offering”) an aggregate of 1,207,744 shares of its common stock at an offering price of $5.67 per share, for gross and net proceeds of approximately $6,847,908 and $6,158,034, respectively. In connection with the August Offering, the Company issued to the placement agent or designees warrants to purchase up to 96,620 shares of its common stock at an exercise price of $7.0875 (the “August Placement Agent Warrants”) in a private placement. The August Placement Agent Warrants will be exercisable at any time and from time to time, in whole or in part, following the date of issuance and for a term of five years from the effective date of the August Offering. The Company’s current cash resources will not be sufficient to fund the development of its COVID-19 Vaccine Candidate through all of the required clinical trials to receive regulatory approval and commercialization. While the Company does not currently have an estimate of all of the costs that it will incur in the development of the COVID-19 Vaccine Candidate, the Company anticipates that it will need to raise significant additional funds in order to continue the development of the Company’s COVID-19 Vaccine Candidate during the next 12-months. In addition, the Company could also have increased capital needs in connection with the Merger. The Company’s ability to obtain additional capital may depend on prevailing economic conditions and financial, business and other factors beyond its control. The COVID-19 pandemic has caused an unstable economic environment globally, and the ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence. These include but are not limited to the duration of the COVID-19 pandemic, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that regulators, or the board or management of the Company, may determine are needed. Disruptions in the global financial markets may adversely impact the availability and cost of credit, as well as the Company’s ability to raise money in the capital markets. Current economic conditions have been and continue to be volatile. Continued instability in these market conditions may limit the Company’s ability to access the capital necessary to fund and grow its business. The Company believes that its current financial resources as of the date of the issuance of these consolidated financial statements, are sufficient to fund its current twelve month operating budget, alleviating any substantial doubt raised by the Company’s historical operating results and satisfying its estimated liquidity needs for twelve months from the issuance of these consolidated financial statements. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4 – Inventories Inventories are measured at the lower of cost or net realizable value. The cost of inventories is based on the weighted-average principle, and includes expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, costs include an appropriate share of production overhead based on normal operating capacity. |
Trade and Other Payables
Trade and Other Payables | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Trade and Other Payables | Note 5 - Trade and Other Payables Trade and other payables consist of the following: September 30, 2020 December 31, 2019 Accounts Payable – Trade $ 820,012 $ 608,630 Accrued Expenses 237,457 232,827 Deferred Compensation - 59,750 $ 1,057,469 $ 901,207 See also Note 9 for related party information. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 6 – Discontinued Operations The Company conducted a strategic review of the screening and testing products business. Following such review, in early July 2020, the Company ceased the production and sale of its rapid, point-of-care screening and testing products. The Company had been experiencing declining sales revenue and production backlogs for these products and, as it previously reported, had eliminated its sales force for such products. The assets and liabilities of the discontinued operations have been reflected in the condensed consolidated balance sheet as of September 30, 2020 and consist of the following: As of September 30, 2020 Current Assets: $ - Non-Current Assets - Total Assets $ - Current Liabilities: Trade and Other Payables of Discontinued Operations $ 1,457,671 Total Current Liabilities 1,457,671 Non-Current Liabilities - Total Liabilities $ 1,457,671 Shareholder Equity $ - Total Liabilities and Shareholder Equity $ 1,457,671 The results from the discontinued operations have been reflected in the condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and consist of the following: For the For the Three Months Nine Months Ended Ended September 30, September 30, 2020 2020 Product Revenue $ - $ 361,627 Product Cost of Sales 109,983 660,023 Gross Loss (109,983 ) (298,396 ) Administrative Expenses 62,550 196,901 Sales and Marketing Expenses 29,300 40,586 Regulatory and Compliance Expenses 59,910 199,668 Litigation Settlement Expenses 3,949,414 4,031,131 Amortization of Non-Current Assets - 17,601 Impairment of Prepaid Royalties - 291,442 Impairment of Production Equipment - 18,680 Impairment of Intangible Assets - 152,822 Loss from Discontinued Operations $ (4,211,157 ) $ (5,247,227 ) As a result of the discontinued operations, the previously presented 2019 financial statements have been revised to present the consolidated financial statements of the continuing operations separate from the discontinued operations. The effects on the consolidated balance sheet as of December 31, 2019 were as follows: December 31, 2019 As previously Reported Adjustment As Revised ASSETS Current Assets Cash $ 517,444 $ - $ 517,444 Marketable Securities 9,164,273 - 9,164,273 Accounts Receivable, net 42,881 42,881 - Deposits and Other Receivables - - - Inventories, net 198,985 198,985 - Prepaid Expenses 387,231 46,260 340,971 Current Assets – discontinued operations - (288,126 ) 288,126 Total Current Assets 10,310,814 - 10,310,814 Non-Current Assets Prepaid Expenses, net of current 252,308 252,308 - Restricted Cash 115,094 - 115,094 Plant, Property and Equipment, net 33,574 23,020 10,554 Intangible assets, net 170,423 170,423 - Other assets 2,722 - 2,722 Non-current Assets – discontinued operations (445,751 ) 445,751 Total Non-Current Assets 574,121 - 574,121 Total Assets $ 10,884,935 $ - $ 10,884,935 LIABILITIES Current Liabilities Trade and Other Payables 1,529,765 628,558 901,207 Current Liabilities – discontinued operations - (628,558 ) 628,558 Total Current Liabilities 1,529,765 - 1,529,765 Total Liabilities 1,529,765 - 1.529.765 Commitments and Contingencies SHAREHOLDERS’ EQUITY Preferred Stock, No par value, 50,000,000 total preferred shares authorized - - - Common stock, No par value, 100,000,000 shares authorized 1,738,837 issued and outstanding as of December 31, 2019 128,920,414 - 128,920,414 Accumulated Other Comprehensive Income (Loss) 17,886 - 17,886 Accumulated Deficit (119,583,130 ) - (119,583,130 ) Total Shareholders’ Equity 9,355,170 - 9,355,170 Total Liabilities and Shareholders’ Equity $ 10,884,935 $ - $ 10,884,935 The effects on the condensed consolidated statement of operations and comprehensive income (loss) for the three and nine months ended September 30, 2019 were as follows: For the Three Months Ended For the Nine Months Ended September 30, 2019 September 30, 2019 As Previously Reported Adjusted As Revised As Previously Reported Adjusted As Revised Product Revenue $ 420,812 $ 420,812 $ - $ 1,497,448 $ 1,497,448 $ - Product Cost of Sales (285,510 ) (285,510 ) - (751,311 ) (751,311 ) - Gross Income 135,302 135,302 - 746,137 746,137 - Research and Development Expenses - - - - - - Administrative Expenses 895,026 51,882 843,144 2,859,288 171,607 2,687,681 Sales and Marketing Expenses 38,262 32,099 6,163 202,242 183,492 18,750 Compliance and Regulatory Expenses 57,502 57,502 - 206,802 206,802 - Litigation Settlement Expenses - - - 75,000 - 75,000 Amortization of Non-Current Assets 10,001 10,001 - 30,006 30,006 - Impairment of Intangible Assets - - - - - - (Loss) income from Operations (865,489 ) (16,182 ) (849,307 ) (2,627,201 ) 154,230 (2,781,431 ) Other (Income) Expense Foreign Currency Transaction (Gain) Loss (32 ) - (32 ) 4,846 - 4,846 Gain on Investments (6,416 ) - (6,416 ) (2,155 ) - (2,155 ) Interest and Dividend Income (22,015 ) - (22,015 ) (81,017 ) - (81,017 ) Total Other Income (28,463 ) (16,182 ) (28,463 ) (78,326 ) 154,230 (78,326 ) Loss from Continuing Operations (837,026 ) - (820,844 ) (2,548,875 ) - (2,703,105 ) Income/(Loss) from Discontinued Operations - 16,182 (16,182 ) - (154,230 ) 154,230 Loss Before Income Taxes (837,026 ) - (837,026 ) (2,548,875 ) - (2,548,875 ) Income Tax Benefit - - - - - - Net Loss (837,026 ) - (837,026 ) (2,548,875 ) - (2,548,875 ) Other Comprehensive (Loss) Income Net Unrealized Gain (Loss) on Marketable Securities (1,805 ) - (1,805 ) 45,597 - 45,597 Total Other Comprehensive (Loss) Income (1,805 ) - (1,805 ) 45,597 - 45,597 Comprehensive Loss $ (838,831 ) $ - $ (838,831 ) $ (2,503,278 ) - $ (2,503,278 ) The depreciation, amortization and significant operating noncash items of the discontinued operations were as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Depreciation and amortization $ - $ 13,087 $ 21,941 $ 35,156 Impairment of Prepaid Royalties - - 291,442 - Impairment of intangible assets - - 152,822 - Inventory adjustment for net realizable value - - 197,723 - Reserve for obsolete inventory - 79,413 - 126,422 Share based compensation - shares issued to Chubeworkx 2,510,000 - 2,510,000 - $ 2,510,000 $ 92,500 $ 3,173,928 $ 161,578 |
Share-Based Payments
Share-Based Payments | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Payments | Note 7 - Share-based Payments Equity Incentive Plans 2013 Stock Incentive Plan On January 23, 2014, the Company adopted the 2013 Stock Incentive Plan (“2013 Plan”). The 2013 Plan was amended by the Board on January 9, 2015 and September 30, 2016, and such amendments were ratified by shareholders on December 7, 2018. The 2013 Plan provides for the issuance of up to 4,323 shares of the Company’s common stock. As of September 30, 2020, grants of restricted stock and options to purchase 2,813 shares of common stock have been issued pursuant to the 2013 Plan, and 1,510 shares of common stock remain available for issuance. 2017 Stock Incentive Plan On August 7, 2017, the shareholders approved, and the Company adopted the 2017 Stock Incentive Plan (“2017 Plan”). The 2017 Plan provides for the issuance of up to 7,031 shares of the Company’s common stock. As of September 30, 2020, grants of restricted stock and options to purchase 3,064 shares of common stock have been issued pursuant to the 2017 Plan, and 3,967 shares of common stock remain available for issuance. 2018 Stock Incentive Plan On December 7, 2018, the shareholders approved, and the Company adopted the 2018 Plan. The 2018 Plan initially provided for the issuance of up to 78,125 shares of the Company’s common stock. On August 27, 2020, the stockholders approved an amendment to the 2018 Plan increasing the number of shares available for issuance by an additional 1,042,000 shares to a total of 1,120,125 shares of the Company’s common stock. As of September 30, 2020, grants of RSUs to purchase 804,963 shares of common stock have been issued pursuant to the 2018 Plan, and 315,162 shares of common stock remain available for issuance. Stock Options The following table summarizes the option activities for the nine months ended September 30, 2020: Weighted Weighted Weighted Average Average Average Grant Remaining Aggregate Number of Exercise Date Fair Contractual Intrinsic Shares Price Value Term (years) Value Balance at December 31, 2019 40 $ 236.16 $ 151.68 0.99 $ - Granted - - - - - Exercised - - - - - Forfeited (40) 236.16 151.68 0.24 - Canceled/Expired - - - - - Balance at September 30, 2020 - $ - $ - - $ - Exercisable As of September 30, 2020 - $ - $ - - $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $2.25 for the Company’s common stock on September 30, 2020. As the closing stock price on September 30, 2020 is lower than the exercise price, there is no intrinsic value to disclose. During the three and nine months ended September 30, 2020 and 2019, the Company did not incur any stock option expenses. Restricted Stock Units On March 29, 2019, the Compensation Committee of the Board approved the grant of 5,201 RSUs to each of the three directors. Each RSU had a grant date fair value of $23.28 which was amortized on a straight-line basis over the vesting period into administrative expenses within the Condensed Consolidated Statement of Operations and Comprehensive Loss. Such RSUs were granted under the 2018 Plan and vested on January 1, 2020. Such RSUs are expected to be settled with the issuance of common stock during the three months ending December 31, 2020. On September 11, 2020, the Compensation Committee of the Board approved grant totaling 789,360 Restricted Stock Units (“RSUs”) to the four directors. Each RSU had a grant date fair value of $2.24 which was amortized on a straight-line basis over the vesting period into administrative expenses within the Condensed Consolidated Statement of Operations and Comprehensive Loss. Such RSUs were granted under the 2018 Plan and 50% vest on September 11, 2021 and 50% vest on September 11, 2022. At September 30, 2020, the unamortized value of the RSUs was $1,699,135. A summary of activity related to RSUs for the nine months ended September 30, 2020 is presented below: Weighted Average Number of Grant Date RSUs Fair Value Balance at December 31, 2019 15,603 $ 23.28 Granted 789,360 2.24 Exercised - - Vested (15,603) 23.28 Forfeited - - Canceled/Expired - - Balance at September 30, 2020 789,360 $ 2.24 The Company incurred RSU expense of $69,031 and $119,780 during the three months ended September 30, 2020 and 2019, respectively and $70,333 and $242,165 during the nine months ended September 30, 2020 and 2019, respectively. Common Stock Warrants The table below summarizes the warrant activity for the nine month period ended September 30, 2020: Weighted Average Average Remaining Number of Exercise Contractual Warrants Price Term (years) Balance at December 31, 2019 247,215 $ 29.79 4.32 Granted 267,301 6.09 4.69 Exercised - - - Forfeited - - - Canceled/Expired - - - Balance at September 30, 2020 514,516 $ 17.48 4.15 Exercisable As of September 30, 2020 514,516 $ 17.48 4.15 All common stock warrants were vested on date of grant. Pre-funded Common Stock Warrants The table below summarizes the pre-funded warrant activity for the nine month period ended September 30, 2020: Weighted Average Average Remaining Number of Exercise Contractual Warrants Price Term (years) Balance at December 31, 2019 795,000 $ 0.0001 - Granted - - - Exercised (795,000 ) 0.0001 - Forfeited - - - Canceled/Expired - - - Balance at September 30, 2020 - $ - - Exercisable As of September 30, 2020 - $ - - All pre-funded warrants were vested on the date of grant and are exercisable at any time. During the nine months ended September 30, 2020, pre-funded warrants to purchase 795,000 shares of common stock issued on December 9, 2019 were exercised at an exercise price of $0.0001 per share, yielding net proceeds of $80.00. Warrants for the purchase of Series C Convertible Preferred Stock The table below summarizes the activity during the nine month period ended September 30, 2020 for warrants issued in December 2019 for the purchase of Series C Convertible Preferred Stock: Weighted Average Average Remaining Number of Exercise Contractual Warrants Price Term (years) Balance at December 31, 2019 1,990,000 $ 4.00 4.95 Granted - - - Exercised (1,935,000 ) 4.00 4.19 Forfeited - - - Canceled/Expired - - - Balance at September 30, 2020 55,000 $ 4.00 4.19 Exercisable As of September 30, 2020 55,000 $ 4.00 4.19 All warrants to purchase Series C Convertible Preferred Stock were vested on the date of grant. During the nine months ended September 30, 2020, 1,935,000 warrants to purchase 1,935,000 shares of Series C Convertible Preferred Stock issued on December 9, 2019 were exercised and such shares of Series C Convertible Preferred Stock were immediately converted to 1,935,000 shares of common stock at an exercise price of $4.00 per share, yielding net proceeds of $7,740,000 (See Note 3). |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies Commitments ChubeWorkx Settlement Agreement and General Release On August 3, 2020, the Company entered into a Settlement Agreement and General Release (the “SAGR”) with ChubeWorkx. The Company and ChubeWorkx entered into the SAGR to terminate a prior Settlement Agreement, dated August 17, 2016, by and among the Company and ChubeWorkx, (the “Prior Settlement Agreement” and, collectively with all other contracts, agreements and understandings by and between us and ChubeWorkx, whether written or oral, the “Prior Agreements”) pursuant to which the Company granted ChubeWorkx a security interest in substantially all of the Company’s assets, and to fully and finally settle and compromise any and all current and future claims and liabilities of any nature arising between the Company and ChubeWorkx in relation to, or otherwise connected with, the Prior Agreements, on the terms set forth in the SAGR. As consideration for the settlement of claims pursuant to the SAGR, on August 5, 2020, the Company (i) paid to ChubeWorkx an amount equal to $300,000 and (ii) delivered to ChubeWorkx 500,000 shares of the Company’s common stock (the “Shares”). The Company granted ChubeWorkx registration rights with respect to the Shares. The Company filed a registration statement on Form S-3 with the Securities and Exchange Commission on August 18, 2020, which was declared effected on September 8, 2020, for the resale of such Shares. As of the September 8, 2020 (the “Release Date”), the Company delivered and completed the full transfer to ChubeWorkx of the Shares in accordance with the SAGR, and, therefore, any and all claims, differences, and disputes of any current and/or future claims and/or liabilities arising between the Company and ChubeWorkx in relation to, or otherwise connected with, the Prior Agreements were fully and finally settled and compromised (with the exception of any claims arising under the SAGR or the Leak-Out and Support Agreement as described below). As of the Release Date, each of the Prior Agreements was terminated, and ChubeWorkx will automatically and irrevocably released all security interests and liens created under the Security Agreement or otherwise as security for the Company obligations under the Prior Agreements. Litigation NovoTek Therapeutics Inc. and NovoTek Pharmaceuticals Limited v. Akers Biosciences, Inc. On June 21, 2019, the Company received a complaint, filed by Novotek Therapeutics Inc., and Novotek Pharmaceuticals Limited (collectively, “Novotek”), Beijing-based entities, in the United States District Court for the District of New Jersey, alleging, among other things, breach of contract. Novotek is seeking, among other things, damages in the amount of $1,551,562, plus interest, disbursements and attorneys’ fees. The Company vigorously disputed the allegations in the complaint and has retained counsel to defend it. On September 16, 2019, the Company filed a partial motion to dismiss the complaint, which was fully submitted as of November 4, 2019. On June 9, 2020, the Court denied the Company’s motion. In anticipation of the case being settled, on October 20, 2020, the Court administratively closed the case. On November 13, 2020, the parties entered into a settlement agreement without either party admitting liability, effective as of November 3, 2020. The settlement requires the Company to make a lump sum payment of $1,350,000 to Novotek within 60 days. The settlement expense is included in Loss from Discontinued Operations on the Condensed Consolidated Statement of Operations and Comprehensive Loss for the three and nine months ended September 30, 2020 and the Company’s obligation is included in Current Liabilities – Discontinued Operations on the Condensed Consolidated Balance Sheet as of September 30, 2020. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 9 – Related Parties Interim CFO Effective on October 5, 2018 and through December 31, 2019, the Board appointed Howard R. Yeaton, to serve as the Chief Executive Officer and interim Chief Financial Officer of the Company. Effective on January 1, 2020, Mr. Yeaton entered into a new agreement with the Company whereby he served as the Company’s Interim Chief Financial Officer. Pursuant to a mutual understanding between the Company and Mr. Yeaton, Mr. Yeaton’s employment as Interim Chief Financial Officer ceased as of August 19, 2020. During his service as the Company’s Interim Chief Financial Officer Mr. Yeaton was the managing principal of Financial Consulting Strategies (“FCS”), and the Company had an ongoing relationship with FCS with FCS continuing to provide accounting services to the Company, as of September 30, 2020. As of September 30, 2020 FCS was considered to be a related party. During the three months ended September 30, 2020 and 2019, the Company incurred costs of $4,650 and $15,382, respectively and during the nine months ended September 30, 2020 and 2019, the Company incurred costs of $13,900 and $38,888, respectively with FCS in connection with these services. As of September 30, 2020, and December 31, 2019 the Company had an obligation to FCS in the amounts of $4,650 and $18,323, respectively, for these services which is included in trade and other payables in the Condensed Consolidated Balance Sheet. During the nine months ended September 30, 2020 and 2019, pursuant to his October 2018 employment agreement, the Company issued 0 and shares of common stock under the 2017 Plan to Mr. Yeaton, with a fair value on the date of grant, of $0 and $ , respectively. As of September 30, 2020, included in accounts payable and accrued expenses was an obligation of $3,173, representing an obligation to issue 471 shares of common stock to Mr. Yeaton, earned during 2019, but not issued. The accrual is reflected in trade and other payables on the Condensed Consolidated Balance Sheet. |
Employee Benefit Plan
Employee Benefit Plan | 9 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 10 – Employee Benefit Plan The Company maintains a defined contribution benefit plan under section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company matches 100% up to a 3% contribution, and 50% over a 3% contribution, up to a maximum of 5%. The Company made matching contributions to the 401(k) Plan during the three months ended September 30, 2020 and 2019 of $4,277 and $5,860, respectively and $27,201 and $22,748 during the nine months ended September 30, 2020 and 2019, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 – Subsequent Events. Agreement and Plan of Merger and Reorganization On November 11, 2020, the Company, XYZ Merger Sub Inc., a Florida corporation and a wholly-owned subsidiary of the Company (“ Merger Sub MYMD Merger Agreement Merger Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “ Effective Time MYMD common stock Akers common stock MYMD options Additionally, under the terms of the Merger Agreement, the Company has agreed to pay contingent consideration to MYMD stockholders in the form of milestone payments payable in shares of Akers common stock (collectively, the “ Milestone Payments Milestone Period Milestone Event Milestone Payment Market capitalization of Akers for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period is equal to or greater than $500 million (the “ First Milestone Event $20 million. For every $250 million incremental increase in market capitalization of Akers after the First Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period, up to a $1 billion market capitalization of Akers. $10 million per each incremental increase (it being understood, however, that, if such incremental increase results in market capitalization equal to $1 billion , such $20 million payment in respect of such incremental increase shall be payable without duplication of any amount payable in respect of a Second Milestone Event). Market Capitalization of Akers for at least 10 trading days during any 20 consecutive trading day period is equal to or greater than $1 billion (the “ Second Milestone Event $25 million. For every $1 billion incremental increase in market capitalization of Akers after the Second Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period. $25 million per each incremental increase. Each milestone payment will be payable in shares of common stock of Akers (the “Milestone Shares”), with the number of Milestone Shares to be issued determined by dividing the applicable Milestone Payment amount by the volume-weighted average price of a share of Akers’ common stock during the 10 trading days immediately preceding the achievement of the milestone event; provided, however, that in no event shall the price of a share of Akers common stock used to determine the number of Milestone Shares to be issued be deemed to be less than $5.00 per share (as adjusted for stock splits, stock dividends, reverse stock splits, and the like occurring after the Closing Date). Notwithstanding the above, the number of Milestone Shares payable by Akers shall not exceed the number of shares of Akers common stock to be issued to MyMD stockholders at the Effective Time in connection with the Merger (as described in the following paragraph). Under the exchange ratio formula in the Merger Agreement, upon the closing of the Merger, the former MYMD securityholders are expected to own approximately 80% of the aggregate number of shares of Akers common stock issued and outstanding immediately following the consummation of the Merger (the “ Post-Closing Shares Immediately prior to the Effective Time, the name of the Company will be changed from “Akers Biosciences, Inc.” to “MyMD Pharmaceuticals, Inc.” At the Effective Time, the Merger Agreement contemplates that the board of directors of the Company will consist of seven directors, with (i) Akers having the right to designate up to four members and (ii) MYMD having the right to designate up to three members. The officers of the Company immediately after the Effective Time will be elected by the board of directors of Akers. The Merger Agreement contains customary representations, warranties and covenants made by the Company and MYMD, including covenants relating to obtaining the requisite approvals of the stockholders of the Company and MYMD, indemnification of directors and officers, and the Company’s and MYMD’s conduct of their respective businesses between the date of signing the Merger Agreement and the closing of the Merger. Consummation of the Merger is subject to certain closing conditions, including, among other things, approval by the stockholders of Akers and MYMD. The Merger Agreement contains certain termination rights for both the Company and MYMD, including, among other things, (a) Akers may, upon written notice, extend the originally scheduled End Date (defined in the Merger Agreement as April 15, 2021) to May 15, 2021 (the “ Extended Date Second Note Third Note Loan Amount The Merger Agreement also contemplates that the Company will seek approval from its stockholders to effect a reverse stock split, if applicable, at a reverse stock split ratio mutually agreed to by the Company and MYMD and within the range approved by the Company’s stockholders immediately prior to the Effective Time, which range shall be sufficient to cause the price of Akers common stock on the Nasdaq Capital Market following such reverse stock split and the Effective Time to be no less than $5.00 per share. In addition, under the Merger Agreement, Akers may, in its discretion, consummate a spin-off of all or a part of its pre-closing assets and liabilities (the “ Spin-Off In connection with the Merger, the Company will seek the approval of its stockholders of (a) the transactions contemplated in the Merger Agreement, including the issuance of Akers common stock pursuant to the Merger and (b) the amendment of its certificate of incorporation, including for purposes of (i) effectuating a reverse split of Akers common stock at a ratio to be determined by a split ratio to be mutually agreed to by Akers and MYMD within the range approved by the Company’s stockholders immediately prior to the Effective Time and on certain terms as specifically described herein, (ii) change Akers’ name to “MyMD Pharmaceuticals, Inc.,” and (c) to the extent necessary, the Spin-Off. In accordance with the terms of the Merger Agreement, (i) the officers and directors of Akers have each entered into a voting agreement with MYMD (the “ Akers Voting Agreements MYMD Voting Agreements Voting Agreements Concurrently with the execution of the Merger Agreement or prior to the Closing, the officers and directors of Akers, and the officers, directors and certain stockholders of MYMD, each entered into lock-up/leak-out agreements (the “ Lock-Up/Leak-Out Agreements Secured Promissory Note As set forth above, in connection with the execution of the Merger Agreement, Akers will advance a bridge loan to MYMD in an amount of up to $3,000,000 pursuant to a Secured Promissory Note (the “ Note Securities Purchase Agreement Concurrently with the Merger Agreement, on November 11, 2020, the Company entered into a Securities Purchase Agreement (the “ Purchase Agreement Purchasers Private Placement Pre-Funded Warrants Investor Warrants Warrants In the Private Placement, the Company will issue up to an aggregate of 9,765,933 shares of Akers common stock (the “ Shares Beneficial Ownership Limitation In the Purchase Agreement, the Company has agreed not to (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of the Company’s common stock or any securities convertible into or exercisable or exchangeable for shares of the Company’s common stock at an effective price less than the exercise price of the Investor Warrants or (ii) file any registration statement or any amendment or supplement thereto, other than as contemplated under the Purchase Agreement, for a period of 90 days following the later of (x) the date the Registration Statement (as defined below) is declared effective by the SEC and (y) the record date for the Company’s stockholder meeting called to approve the Merger. In addition, the Company agreed not to effect or enter into an agreement to effect any issuance of the Company’s common stock or common stock equivalents involving a variable rate transaction (as defined in the Purchase Agreement) from the date of the Purchase Agreement until such time as no Purchaser holds any of the Investor Warrants, subject to certain exceptions (including the issuance of any of the Company’s common stock pursuant to the Merger Agreement). The Purchase Agreement provides that (i) within 10 days following the date that the Company first files a proxy statement with the SEC in connection with the Merger (including by means of a registration statement on Form S-4), the Company shall file a registration statement (the “ Registration Statement Securities Act Warrant Shares The closing of the Private Placement is subject to the satisfaction of customary closing conditions set forth in the Purchase Agreement and is expected to occur on or around November 16, 2020. On October 31, 2020, the Company entered into an engagement letter (the “ Engagement Letter Placement Agent Placement Agent Warrants The gross proceeds to the Company from the Private Placement, before deducting the Placement Agent’s fees and expenses and estimated offering expenses, and excluding the proceeds, if any, from the exercise of the Warrants, are expected to be approximately $18.1 million. The Company currently intends to use the proceeds from the Private Placement in order to satisfy the closing conditions set forth in the Merger Agreement that requires the Company to have at least $25 million on the closing date of the Merger, and for general working capital purposes. In addition, the Company will pay approximately $1.8 million of the proceeds from the Private Placement to the former members of Cystron pursuant to the MIPA. The Shares, the Pre-Funded Warrants, the Investor Warrants, the Placement Agent Warrants and the shares of Akers common stock issuable upon the exercise of such warrants are not being registered under the Securities Act, are not being offered pursuant to the Registration Statement, and are being offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. To induce the Purchasers to enter into the Purchase Agreement, on November 11, 2020, the Company entered into a Lock-Up and Support Agreement (the “ Support Agreement Executive Chairman Cash Bonus On November 11, 2020, the Board approved a special cash bonus of $150,000 to Christopher C. Schreiber, the Company’s Executive Chairman and President for his service in year-to-date 2020. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The Condensed Consolidated Financial Statements of the Company are prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States of America (US GAAP). Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of and for the years ended December 31, 2019 and 2018 included in the Company’s 2019 Form 10-K, as filed on March 25, 2020. In the opinion of the Company’s management, these condensed consolidated financial statements include all adjustments, which are of only a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2020 and its results of operations and cash flows for the three and nine months ended September 30, 2020 and 2019. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2020. |
Use of Estimates and Judgments | (b) Use of Estimates and Judgments The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes for revenue recognition, recording research and development expenses, allowances for doubtful accounts, inventory and prepaid asset write-downs, impairment of equipment and intangible assets and valuation of share-based payments. |
Functional and Presentation Currency | (c) Functional and Presentation Currency These condensed consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency. All financial information has been rounded to the nearest dollar. Foreign Currency Transaction Gains or Losses, resulting from cash balances denominated in Foreign Currencies, are recorded in the Condensed Consolidated Statements of Operations and Comprehensive Loss. |
Comprehensive Income (Loss) | (d) Comprehensive Income (Loss) The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive income (loss). Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. |
Cash and Cash Equivalents | (e) Cash and Cash Equivalents The Company considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents. |
Restricted Cash | (f) Restricted Cash At September 30, 2020, restricted cash included in non-current assets on the Company’s Condensed Consolidated Balance Sheet was $115,094 representing cash in trust for the purpose of funding legal fees for certain litigations. |
Fair Value of Financial Instruments | (g) Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, marketable securities, receivables and trade and other payables. The carrying value of cash and cash equivalents, receivables and trade and other payables approximate their fair value because of their short maturities. The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2 Inputs to the valuation methodology include: ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in inactive markets; ● inputs other than quoted prices that are observable for the asset or liability; ● inputs that are derived principally from or corroborated by observable market data by correlation or other means If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Following is a description of the valuation methodologies used for assets measured at fair value as of September 30, 2020 and December 31, 2019. Marketable Securities: Quoted Prices in Active Quoted Prices for Significant Fixed Income Bonds at September 30, 2020 $ 6,929,356 $ - $ - Fixed Income Bonds at December 31, 2019 $ 9,164,273 $ - $ - Marketable securities are classified as available for sale and are valued at fair market value. Maturities of the securities are less than one year. As of September 30, 2020, the Company held certain fixed income investments which, under FASB ASC 321-10, were considered equity investments. As such, the change in fair value in the three months ended September 30, 2020 and the accumulated other comprehensive income (loss) of $21,153 at June 30, 2020 were included in the net loss. Gains and losses resulting from the sales of marketable securities were gains of $0 and $6,416 for the three months ended September 30, 2020 and 2019, respectively and were (losses) and gains of ($36,714) and $2,155 for the nine months ended September 30, 2020 and 2019, respectively Proceeds from the sales of marketable securities in the three and nine months ended September 30, 2020 were $3,436 and $2,310,898, respectively and were $1,201,870 and $2,556,516 for the three and nine months ended September 30, 2019, respectively. |
Trade Receivables and Allowance for Doubtful Accounts | (h) Trade Receivables and Allowance for Doubtful Accounts The carrying amounts of current trade receivables are stated at cost, net of allowance for doubtful accounts and approximates their fair value given their short-term nature. The normal credit terms extended to customers range between 30 and 90 days. Credit terms longer than these may be extended after considering the credit worthiness of the customers and the business requirements. The Company reviews all receivables that exceed terms and establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade and other receivables. A considerable amount of judgment is required in assessing the amount of allowance. The Company considers the historical level of credit losses, makes judgments about the credit worthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. |
Prepaid Expenses | (i) Prepaid Expenses Prepaid expenses represent expenses paid prior to the date that the related services are rendered or used are recorded as prepaid expenses. Prepaid expenses are comprised principally of prepaid insurance. |
Concentrations | (j) Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial institutions. At times, the Company’s cash in banks is in excess of the FDIC insurance limit. The Company has not experienced any loss as a result of these cash deposits. These cash balances are maintained with two banks. |
Property, Plant and Equipment | (k) Property, Plant and Equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amounts of property, plant and equipment and are recognized within “other income” in the Condensed Consolidated Statement of Operations and Comprehensive Loss. Depreciation is recognized in profit and loss on an accelerated basis over the estimated useful lives of the property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or their useful lives. Depreciation expense totaled $1,045 and $6,815 for the three and nine months ended September 30, 2020, respectively and $6,455 and $19,366 for the three and nine months ended September 30, 2019, respectively. |
Right-of-Use Assets | (l) Right-of-Use Assets The Company leases its facility in West Deptford, New Jersey (the “Thorofare Facility”) under an operating lease (“Thorofare Lease”) with annual rentals of $132,000 plus common area maintenance (CAM) charges. The Thorofare Facility houses the Company’s office, manufacturing, laboratory and warehouse space. The Thorofare Lease took effect on January 1, 2008. On January 7, 2013, the Company extended the Thorofare Lease extending the term to December 31, 2019. On November 11, 2019, the Company entered into another extension of the Thorofare Lease, extending the term to December 31, 2021, effective January 1, 2020, and providing for an early termination option with a 150-day notice period. On July 16, 2020, the Company exercised the early termination option under the lease agreement, with the effect of the post exercise lease maturity date changing to December 13, 2020. On January 1, 2020 (“Effective Date”), the Company adopted FASB ASC, Topic 842, Leases (“ASC 842”), which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company adopted the new guidance using the modified retrospective approach on January 1, 2020. As a result, the consolidated balance sheet as of December 31, 2019 was not restated and is not comparative. The adoption of ASC 842 resulted in the recognition of ROU assets of $306,706 and lease liabilities for an operating lease of $306,706 on the Company’s Condensed Consolidated Balance Sheet as of January 1, 2020. The Company elected the package of practical expedients permitted within the standard, which allows an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease and non-lease components. The Company has also elected the short-term lease accounting policy under which the Company would not recognize a lease liability or ROU asset for any lease that at the commencement date has a lease term of twelve months or less and does not include a purchase option that the Company is more than reasonably certain to exercise. For contracts entered into on or after the Effective Date, at the inception of a contract, the Company will assess whether the contract is, or contains, a lease. The Company’s assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2020, which were accounted for under ASC 840, were not reassessed for classification. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. In June 2020, the Company recorded an adjustment to its right-of-use asset and liability in the amounts of $153,709 and $155,737, respectively, to adjust for the effect of the Company having elected to exercise the early termination option under the lease agreement, as discussed earlier. The following information reflects the effect of the adjustments discussed above in connection with the Company’s exercise of the early termination option. The Company’s operating lease is comprised solely of the lease of its Thorofare Facility. Condensed Consolidated Balance Sheet information related to its lease is presented below: Balance Sheet Location September 30, 2020 January 1, 2020 December 31, 2019 Operating Lease Right-of-use asset $ 40,469 $ 306,706 $ - Liability, current 40,506 143,018 - Liability, net of current $ - $ 163,688 - The following provides details of the Company’s lease expense, including CAM charges: Three months ended Nine months ended Lease cost Operating lease $ 41,148 $ 124,222 Other information related to leases is presented below: Other information As of Operating cash used by operating leases $ 124,184 Weighted-average remaining lease term – operating leases (in months) 3 Weighted-average discount rate – operating leases 10.00 % As of September 30, 2020, the annual minimum lease payments of the Company’s operating lease liabilities were as follows: For Years Ending December 31, Operating leases 2020 (excluding the nine months ended September 30, 2020) $ 41,146 Total future minimum lease payments, undiscounted $ 41,146 Less: Imputed interest (640 ) Present value of future minimum lease payments $ 40,506 |
Intangible Assets | (n) Intangible Assets The Company’s long-lived intangible assets, other than goodwill, are assessed for impairment when events or circumstances indicate there may be an impairment. These assets were initially recorded at their estimated fair value at the time of acquisition and assets not acquired in acquisitions were recorded at historical cost. However, if their estimated fair value is less than the carrying amount, other intangible assets with indefinite lives are reduced to their estimated fair value through an impairment charge to the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. |
Revenue Recognition | (o) Revenue Recognition Beginning on January 1, 2019, the Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of this revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the Company satisfies a performance obligation The Company does not have any significant contracts with customers requiring performance beyond delivery. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the product transfers to the Company’s customer, which generally occurs upon delivery to the customer but can also occur when goods are shipped by the Company, depending on the shipment terms of the contract. The Company’s performance obligations are satisfied at that time. The Company uses the most likely amount approach to determine the variable consideration of the transaction price in order to account for the contractual rebates and incentives that are estimated and adjusted for over time. |
Research and Development Costs | (p) Research and Development Costs In accordance with FASB ASC 730, |
Income Taxes | (q) Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of September 30, 2020, and December 31, 2019, no liability for unrecognized tax benefits was required to be reported. There is no income tax benefit for the losses for the three and nine months ended September 30, 2020 and 2019 since management has determined that the realization of the net deferred assets is not assured and has created a valuation allowance for the entire amount of such tax benefits. The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expense. There were no amounts accrued for penalties and interest for the three and nine months ended September 30, 2020 and 2019. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. |
Shipping and Handling Fees and Costs | (r) Shipping and Handling Fees and Costs The Company charges actual shipping costs plus a handling fee to customers. These fees are classified as part of product revenue in the Condensed Consolidated Statement of Operations and Comprehensive Loss. Shipping and other related delivery costs, including those for incoming raw materials are classified as product cost of sales. |
Basic and Diluted Earnings Per Share of Common Stock | (s) Basic and Diluted Earnings per Share of Common Stock Basic earnings per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect of increasing diluted earnings per share are considered anti-dilutive. Diluted net loss per share is computed using the weighted average number of shares of common and dilutive potential common stock outstanding during the period. As the Company reported a net loss from continuing operations for the three and nine months ended September 30, 2020 common stock equivalents were anti-dilutive. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Nine Months Ended 2020 2019 Stock Options - 40 Unvested RSUs 789,360 15,603 Warrants to purchase common stock 514,516 88,015 Series D Preferred Convertible Stock 72,992 - Warrants to purchase Series C Preferred stock 55,000 - Total potentially dilutive shares 1,431,868 103,658 |
Reclassifications | (t) Reclassifications Certain prior year amounts have been reclassified to conform to the current year’s presentation. |
Discontinued Operations | (u) Discontinued Operations In accordance with FASB ASC 205, results of operations of a component of an entity that has either been disposed of or is held for sale is to be reported as discontinued operations in the condensed consolidated financial statements if the disposition or sale represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. See Note 6 herein. |
Recently Issued Accounting Pronouncements | (v) Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements Adopted In February 2016, the FASB issued ASU 2016-02—Leases (Topic 842) (“ASU-2016-02”), which requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company has adopted ASU-2016-02, effective January 1, 2020, and, as a result of this implementation, has recorded an operating lease right-of-use asset and an operating lease liability as of September 30, 2020. Recently Issued Accounting Pronouncements Not Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s condensed consolidated financial statements upon the adoption of this ASU. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Marketable Securities | Quoted Prices in Active Quoted Prices for Significant Fixed Income Bonds at September 30, 2020 $ 6,929,356 $ - $ - Fixed Income Bonds at December 31, 2019 $ 9,164,273 $ - $ - |
Schedule of Operating Lease | The Company’s operating lease is comprised solely of the lease of its Thorofare Facility. Condensed Consolidated Balance Sheet information related to its lease is presented below: Balance Sheet Location September 30, 2020 January 1, 2020 December 31, 2019 Operating Lease Right-of-use asset $ 40,469 $ 306,706 $ - Liability, current 40,506 143,018 - Liability, net of current $ - $ 163,688 - |
Schedule of Lease Expense | The following provides details of the Company’s lease expense, including CAM charges: Three months ended Nine months ended Lease cost Operating lease $ 41,148 $ 124,222 |
Schedule of Other Information Related to Leases | Other information related to leases is presented below: Other information As of Operating cash used by operating leases $ 124,184 Weighted-average remaining lease term – operating leases (in months) 3 Weighted-average discount rate – operating leases 10.00 % |
Schedule of Operating Lease Liabilities | As of September 30, 2020, the annual minimum lease payments of the Company’s operating lease liabilities were as follows: For Years Ending December 31, Operating leases 2020 (excluding the nine months ended September 30, 2020) $ 41,146 Total future minimum lease payments, undiscounted $ 41,146 Less: Imputed interest (640 ) Present value of future minimum lease payments $ 40,506 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Nine Months Ended 2020 2019 Stock Options - 40 Unvested RSUs 789,360 15,603 Warrants to purchase common stock 514,516 88,015 Series D Preferred Convertible Stock 72,992 - Warrants to purchase Series C Preferred stock 55,000 - Total potentially dilutive shares 1,431,868 103,658 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Trade and Other Payables | Trade and other payables consist of the following: September 30, 2020 December 31, 2019 Accounts Payable – Trade $ 820,012 $ 608,630 Accrued Expenses 237,457 232,827 Deferred Compensation - 59,750 $ 1,057,469 $ 901,207 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The assets and liabilities of the discontinued operations have been reflected in the condensed consolidated balance sheet as of September 30, 2020 and consist of the following: As of September 30, 2020 Current Assets: $ - Non-Current Assets - Total Assets $ - Current Liabilities: Trade and Other Payables of Discontinued Operations $ 1,457,671 Total Current Liabilities 1,457,671 Non-Current Liabilities - Total Liabilities $ 1,457,671 Shareholder Equity $ - Total Liabilities and Shareholder Equity $ 1,457,671 The results from the discontinued operations have been reflected in the condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and consist of the following: For the For the Three Months Nine Months Ended Ended September 30, September 30, 2020 2020 Product Revenue $ - $ 361,627 Product Cost of Sales 109,983 660,023 Gross Loss (109,983 ) (298,396 ) Administrative Expenses 62,550 196,901 Sales and Marketing Expenses 29,300 40,586 Regulatory and Compliance Expenses 59,910 199,668 Litigation Settlement Expenses 3,949,414 4,031,131 Amortization of Non-Current Assets - 17,601 Impairment of Prepaid Royalties - 291,442 Impairment of Production Equipment - 18,680 Impairment of Intangible Assets - 152,822 Loss from Discontinued Operations $ (4,211,157 ) $ (5,247,227 ) As a result of the discontinued operations, the previously presented 2019 financial statements have been revised to present the consolidated financial statements of the continuing operations separate from the discontinued operations. The effects on the consolidated balance sheet as of December 31, 2019 were as follows: December 31, 2019 As previously Reported Adjustment As Revised ASSETS Current Assets Cash $ 517,444 $ - $ 517,444 Marketable Securities 9,164,273 - 9,164,273 Accounts Receivable, net 42,881 42,881 - Deposits and Other Receivables - - - Inventories, net 198,985 198,985 - Prepaid Expenses 387,231 46,260 340,971 Current Assets – discontinued operations - (288,126 ) 288,126 Total Current Assets 10,310,814 - 10,310,814 Non-Current Assets Prepaid Expenses, net of current 252,308 252,308 - Restricted Cash 115,094 - 115,094 Plant, Property and Equipment, net 33,574 23,020 10,554 Intangible assets, net 170,423 170,423 - Other assets 2,722 - 2,722 Non-current Assets – discontinued operations (445,751 ) 445,751 Total Non-Current Assets 574,121 - 574,121 Total Assets $ 10,884,935 $ - $ 10,884,935 LIABILITIES Current Liabilities Trade and Other Payables 1,529,765 628,558 901,207 Current Liabilities – discontinued operations - (628,558 ) 628,558 Total Current Liabilities 1,529,765 - 1,529,765 Total Liabilities 1,529,765 - 1.529.765 Commitments and Contingencies SHAREHOLDERS’ EQUITY Preferred Stock, No par value, 50,000,000 total preferred shares authorized - - - Common stock, No par value, 100,000,000 shares authorized 1,738,837 issued and outstanding as of December 31, 2019 128,920,414 - 128,920,414 Accumulated Other Comprehensive Income (Loss) 17,886 - 17,886 Accumulated Deficit (119,583,130 ) - (119,583,130 ) Total Shareholders’ Equity 9,355,170 - 9,355,170 Total Liabilities and Shareholders’ Equity $ 10,884,935 $ - $ 10,884,935 The effects on the condensed consolidated statement of operations and comprehensive income (loss) for the three and nine months ended September 30, 2019 were as follows: For the Three Months Ended For the Nine Months Ended September 30, 2019 September 30, 2019 As Previously Reported Adjusted As Revised As Previously Reported Adjusted As Revised Product Revenue $ 420,812 $ 420,812 $ - $ 1,497,448 $ 1,497,448 $ - Product Cost of Sales (285,510 ) (285,510 ) - (751,311 ) (751,311 ) - Gross Income 135,302 135,302 - 746,137 746,137 - Research and Development Expenses - - - - - - Administrative Expenses 895,026 51,882 843,144 2,859,288 171,607 2,687,681 Sales and Marketing Expenses 38,262 32,099 6,163 202,242 183,492 18,750 Compliance and Regulatory Expenses 57,502 57,502 - 206,802 206,802 - Litigation Settlement Expenses - - - 75,000 - 75,000 Amortization of Non-Current Assets 10,001 10,001 - 30,006 30,006 - Impairment of Intangible Assets - - - - - - (Loss) income from Operations (865,489 ) (16,182 ) (849,307 ) (2,627,201 ) 154,230 (2,781,431 ) Other (Income) Expense Foreign Currency Transaction (Gain) Loss (32 ) - (32 ) 4,846 - 4,846 Gain on Investments (6,416 ) - (6,416 ) (2,155 ) - (2,155 ) Interest and Dividend Income (22,015 ) - (22,015 ) (81,017 ) - (81,017 ) Total Other Income (28,463 ) (16,182 ) (28,463 ) (78,326 ) 154,230 (78,326 ) Loss from Continuing Operations (837,026 ) - (820,844 ) (2,548,875 ) - (2,703,105 ) Income/(Loss) from Discontinued Operations - 16,182 (16,182 ) - (154,230 ) 154,230 Loss Before Income Taxes (837,026 ) - (837,026 ) (2,548,875 ) - (2,548,875 ) Income Tax Benefit - - - - - - Net Loss (837,026 ) - (837,026 ) (2,548,875 ) - (2,548,875 ) Other Comprehensive (Loss) Income Net Unrealized Gain (Loss) on Marketable Securities (1,805 ) - (1,805 ) 45,597 - 45,597 Total Other Comprehensive (Loss) Income (1,805 ) - (1,805 ) 45,597 - 45,597 Comprehensive Loss $ (838,831 ) $ - $ (838,831 ) $ (2,503,278 ) - $ (2,503,278 ) The depreciation, amortization and significant operating noncash items of the discontinued operations were as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Depreciation and amortization $ - $ 13,087 $ 21,941 $ 35,156 Impairment of Prepaid Royalties - - 291,442 - Impairment of intangible assets - - 152,822 - Inventory adjustment for net realizable value - - 197,723 - Reserve for obsolete inventory - 79,413 - 126,422 Share based compensation - shares issued to Chubeworkx 2,510,000 - 2,510,000 - $ 2,510,000 $ 92,500 $ 3,173,928 $ 161,578 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Stock Options Activity | The following table summarizes the option activities for the nine months ended September 30, 2020: Weighted Weighted Weighted Average Average Average Grant Remaining Aggregate Number of Exercise Date Fair Contractual Intrinsic Shares Price Value Term (years) Value Balance at December 31, 2019 40 $ 236.16 $ 151.68 0.99 $ - Granted - - - - - Exercised - - - - - Forfeited (40) 236.16 151.68 0.24 - Canceled/Expired - - - - - Balance at September 30, 2020 - $ - $ - - $ - Exercisable As of September 30, 2020 - $ - $ - - $ - |
Summary of Restricted Stock Units Activity | At September 30, 2020, the unamortized value of the RSUs was $1,699,135. A summary of activity related to RSUs for the nine months ended September 30, 2020 is presented below: Weighted Average Number of Grant Date RSUs Fair Value Balance at December 31, 2019 15,603 $ 23.28 Granted 789,360 2.24 Exercised - - Vested (15,603) 23.28 Forfeited - - Canceled/Expired - - Balance at September 30, 2020 789,360 $ 2.24 |
Summary of Warrant Activity | The table below summarizes the warrant activity for the nine month period ended September 30, 2020: Weighted Average Average Remaining Number of Exercise Contractual Warrants Price Term (years) Balance at December 31, 2019 247,215 $ 29.79 4.32 Granted 267,301 6.09 4.69 Exercised - - - Forfeited - - - Canceled/Expired - - - Balance at September 30, 2020 514,516 $ 17.48 4.15 Exercisable As of September 30, 2020 514,516 $ 17.48 4.15 |
Pre-funded Common Stock Warrants [Member] | |
Summary of Warrant Activity | The table below summarizes the pre-funded warrant activity for the nine month period ended September 30, 2020: Weighted Average Average Remaining Number of Exercise Contractual Warrants Price Term (years) Balance at December 31, 2019 795,000 $ 0.0001 - Granted - - - Exercised (795,000 ) 0.0001 - Forfeited - - - Canceled/Expired - - - Balance at September 30, 2020 - $ - - Exercisable As of September 30, 2020 - $ - - |
Convertible Preferred Series C Stock Warrants [Member] | |
Summary of Warrant Activity | The table below summarizes the activity during the nine month period ended September 30, 2020 for warrants issued in December 2019 for the purchase of Series C Convertible Preferred Stock: Weighted Average Average Remaining Number of Exercise Contractual Warrants Price Term (years) Balance at December 31, 2019 1,990,000 $ 4.00 4.95 Granted - - - Exercised (1,935,000 ) 4.00 4.19 Forfeited - - - Canceled/Expired - - - Balance at September 30, 2020 55,000 $ 4.00 4.19 Exercisable As of September 30, 2020 55,000 $ 4.00 4.19 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Summary of Milestone Events Payment | The Milestone Payments are payable in the dollar amounts set forth in the chart below upon the achievement of the milestone events set forth opposite such dollar amount during the 36-month period immediately following the Effective Date (the “ Milestone Period Milestone Event Milestone Payment Market capitalization of Akers for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period is equal to or greater than $500 million (the “ First Milestone Event $20 million. For every $250 million incremental increase in market capitalization of Akers after the First Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period, up to a $1 billion market capitalization of Akers. $10 million per each incremental increase (it being understood, however, that, if such incremental increase results in market capitalization equal to $1 billion , such $20 million payment in respect of such incremental increase shall be payable without duplication of any amount payable in respect of a Second Milestone Event). Market Capitalization of Akers for at least 10 trading days during any 20 consecutive trading day period is equal to or greater than $1 billion (the “ Second Milestone Event $25 million. For every $1 billion incremental increase in market capitalization of Akers after the Second Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period. $25 million per each incremental increase. |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Jan. 02, 2020 | Dec. 31, 2019 | |
Restricted cash | $ 115,094 | $ 115,094 | $ 115,094 | ||||
Maturities of securities | less than one year | ||||||
Accumulated other comprehensive income loss | $ 21,153 | 17,886 | |||||
Gain (loss) on sale of securities | 0 | $ 6,416 | (36,714) | $ 2,155 | |||
Proceeds from sale of marketable securities | 3,436 | 1,201,870 | 2,310,898 | 2,556,516 | |||
Depreciation expense | 1,045 | 6,455 | 6,815 | 19,366 | |||
Operating lease, annual rentals | $ 132,000 | ||||||
Operating lease description | The Company leases its facility in West Deptford, New Jersey (the "Thorofare Facility") under an operating lease ("Thorofare Lease") with annual rentals of $132,000 plus common area maintenance (CAM) charges. The Thorofare Facility houses the Company's office, manufacturing, laboratories and warehouse space. The lease, took effect on January 1, 2008. On January 7, 2013, the Company extended its lease agreement for a term of 7 years, expiring December 31 2019. On November 11, 2019, the Company entered into an extension of the Thorofare Lease, extending the term to December 31, 2021, effective January 1, 2020, and providing for an early termination option of the lease with a 150 day notice period. | ||||||
Right-of-use asset | 40,469 | $ 40,469 | 153,709 | $ 306,706 | |||
Operating lease, liability | 40,506 | $ 40,506 | $ 155,737 | ||||
Income tax examination, likelihood percentage | The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. | ||||||
Unrecognized tax benefits | |||||||
Income tax benefit | |||||||
Accrued for penalties and interest | |||||||
Topic 842 [Member] | |||||||
Right-of-use asset | 306,706 | ||||||
Operating lease, liability | $ 306,706 | ||||||
Minimum [Member] | |||||||
Normal credit terms extended to customers | 30 days | ||||||
Maximum [Member] | |||||||
Normal credit terms extended to customers | 90 days |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Marketable Securities (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Fixed Income Bonds | $ 6,929,356 | |
Level 1 [Member] | ||
Fixed Income Bonds | 6,929,356 | $ 9,164,273 |
Level 2 [Member] | ||
Fixed Income Bonds | ||
Level 3 [Member] | ||
Fixed Income Bonds |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Operating Lease (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 | Jan. 02, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Right-of-use asset | $ 40,469 | $ 153,709 | $ 306,706 | |
Liability, current | 40,506 | 143,018 | ||
Liability, net of current | $ 163,688 |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Lease Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
Operating lease cost | $ 41,148 | $ 124,222 |
Significant Accounting Polici_8
Significant Accounting Policies - Schedule of Other Information Related to Leases (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Accounting Policies [Abstract] | |
Operating cash used by operating leases | $ 124,184 |
Weighted-average remaining lease term - operating leases (in months) | 3 months |
Weighted-average discount rate - operating leases | 10.00% |
Significant Accounting Polici_9
Significant Accounting Policies - Schedule of Operating Lease Liabilities (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Accounting Policies [Abstract] | ||
2020 (excluding the nine months ended September 30, 2020) | $ 41,146 | |
Total future minimum lease payments, undiscounted | 41,146 | |
Less: Imputed interest | (640) | |
Present value of future minimum lease payments | $ 40,506 | $ 155,737 |
Significant Accounting Polic_10
Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Total potentially dilutive shares | 1,431,868 | 103,658 |
Options [Member] | ||
Total potentially dilutive shares | 40 | |
Unvested Restricted Stock Units [Member] | ||
Total potentially dilutive shares | 789,360 | 15,603 |
Warrants to Purchase Common Stock [Member] | ||
Total potentially dilutive shares | 514,516 | 88,015 |
Series D Preferred Convertible Stock [Member] | ||
Total potentially dilutive shares | 72,992 | |
Warrants to Purchase Series C Preferred Stock [Member] | ||
Total potentially dilutive shares | 55,000 |
Recent Developments, Liquidit_2
Recent Developments, Liquidity and Management's Plans (Details Narrative) | Oct. 13, 2020USD ($) | Sep. 11, 2020shares | Aug. 13, 2020USD ($)$ / sharesshares | May 18, 2020USD ($)$ / sharesshares | May 14, 2020 | Apr. 30, 2020USD ($) | Apr. 22, 2020USD ($) | Apr. 20, 2020USD ($) | Apr. 16, 2020USD ($)$ / sharesshares | Apr. 10, 2020USD ($) | Apr. 08, 2020USD ($)$ / sharesshares | Mar. 24, 2020USD ($)$ / sharesshares | Mar. 23, 2020USD ($) | Dec. 09, 2019USD ($) | Aug. 11, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) |
Research and development expenses | $ 1,741,269 | $ 6,140,487 | |||||||||||||||||||||||
Liabilities | 2,555,646 | 2,555,646 | $ 1,529,765 | ||||||||||||||||||||||
Cash on hand | 16,304,745 | 16,304,745 | |||||||||||||||||||||||
Restricted cash | 115,094 | 115,094 | |||||||||||||||||||||||
Marketable securities | 6,929,356 | 6,929,356 | |||||||||||||||||||||||
Net Loss | (7,127,197) | $ (3,628,131) | $ (3,538,536) | (837,026) | $ (794,891) | $ (916,958) | (14,293,864) | (2,548,875) | |||||||||||||||||
Working capital | 21,009,868 | 21,009,868 | |||||||||||||||||||||||
Total shareholders' equity | $ 21,169,169 | 15,972,148 | 6,817,451 | 3,598,195 | 4,314,134 | 4,965,918 | 21,169,169 | 3,598,195 | $ 9,355,170 | $ 5,833,753 | |||||||||||||||
Net cash used in operating activities | (8,842,867) | (2,572,578) | |||||||||||||||||||||||
Milestone license fees | 6,060,348 | ||||||||||||||||||||||||
Proceeds from issuance of stock, gross | $ 14,564,961 | ||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Proceeds from issuance of warrant | $ 80 | ||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Sale of stock | shares | 1,366,856 | ||||||||||||||||||||||||
Sale of stock price per share | $ / shares | $ 3.53 | ||||||||||||||||||||||||
Proceeds from issuance of stock, gross | $ 4,825,002 | ||||||||||||||||||||||||
Proceeds from issuance of stock, net | 4,320,720 | ||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||
Restricted stock units granted | shares | 798,360 | ||||||||||||||||||||||||
Premas Biotech PVT Ltd [Member] | |||||||||||||||||||||||||
Portion of cash purchase price returned | $ 299,074 | ||||||||||||||||||||||||
Payment to sellers | 83,334 | ||||||||||||||||||||||||
COVID-19 Vaccine [Member] | |||||||||||||||||||||||||
Royalty payments, description | The Company shall also make quarterly royalty payments to Sellers equal to 5% of the net sales of a COVID-19 vaccine or combination product by the Company (the "COVID-19 Vaccine") for a period of five (5) years following the first commercial sale of the COVID-19 Vaccine; provided, that such payment shall be reduced to 3% for any net sales of the COVID-19 Vaccine above $500 million. | ||||||||||||||||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred stock, stated value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||
Preferred stock, shares issued | shares | 72,992 | 72,992 | 0 | ||||||||||||||||||||||
Preferred stock, shares outstanding | shares | 72,992 | 72,992 | 0 | ||||||||||||||||||||||
Net Loss | |||||||||||||||||||||||||
Total shareholders' equity | $ 144,524 | 412,982 | 418,479 | $ 144,524 | |||||||||||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred stock, stated value | $ / shares | $ 4 | $ 4 | $ 4 | ||||||||||||||||||||||
Preferred stock, shares issued | shares | 0 | 0 | 0 | ||||||||||||||||||||||
Preferred stock, shares outstanding | shares | 0 | 0 | 0 | ||||||||||||||||||||||
Proceeds from issuance of stock, net | $ 4,174,000 | ||||||||||||||||||||||||
Warrants to purchase shares | shares | 1,043,500 | 891,500 | 1,935,000 | 1,935,000 | |||||||||||||||||||||
Warrants exercise price | $ / shares | $ 4 | $ 4 | $ 4 | $ 4 | |||||||||||||||||||||
Proceeds from issuance of warrant | $ 3,566,000 | $ 7,740,000 | |||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||
Conversion of series d convertible preferred shares for common stock, shares | shares | 135,585 | 138,361 | |||||||||||||||||||||||
Net Loss | |||||||||||||||||||||||||
Total shareholders' equity | $ 154,901,639 | $ 142,330,116 | $ 129,743,689 | $ 121,822,267 | $ 121,699,375 | $ 121,574,327 | $ 154,901,639 | $ 121,822,267 | $ 128,920,414 | $ 121,554,547 | |||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||||
Conversion of series d convertible preferred shares for common stock, shares | shares | 135,585 | 138,361 | |||||||||||||||||||||||
Cystron Biotech, LLC [Member] | |||||||||||||||||||||||||
Proceeds from issuance of stock, gross | $ 250,000 | ||||||||||||||||||||||||
Membership Interest Purchase Agreement [Member] | |||||||||||||||||||||||||
Research and development expenses | $ 684,790 | $ 827,290 | |||||||||||||||||||||||
Portion of cash purchase price returned | $ 83,334 | ||||||||||||||||||||||||
Payment to sellers | $ 1,000,000 | ||||||||||||||||||||||||
Proceeds from initial equity offering | $ 8,000,000 | ||||||||||||||||||||||||
Percentage of payment to sellers on equity offering | 10.00% | ||||||||||||||||||||||||
Additional cash consideration | $ 10,000,000 | ||||||||||||||||||||||||
Achievement of milestone, description | Upon the achievement of certain milestones, including the completion of a Phase 2 study for a COVID-19 vaccine that meets its primary endpoints, Sellers will be entitled to receive an additional 750,000 shares of our common stock or, in the event we are unable to obtain stockholder approval for the issuance of such shares, 750,000 shares of non-voting preferred stock that are valued following the achievement of such milestones and shall bear a 10% annual dividend (the "Milestone Shares"). Sellers will also be entitled to contingent payments from us of up to $20,750,000 upon the achievement of certain milestones, including the approval of a new drug application by the U.S. Food and Drug Administration ("FDA"). | ||||||||||||||||||||||||
Contingent payments upon achievement of certain milestones | $ 250,000 | $ 20,750,000 | |||||||||||||||||||||||
Liabilities | $ 892,500 | ||||||||||||||||||||||||
Payment to sellers upon consummation direct equity offering | $ 684,790 | ||||||||||||||||||||||||
Royalty payments to sellers, percentage | 0.125 | ||||||||||||||||||||||||
Membership Interest Purchase Agreement [Member] | Premas Biotech PVT Ltd [Member] | |||||||||||||||||||||||||
Achievement of milestone, description | The Company and Premas agreed that the fourth milestone under the License Agreement had been satisfied. Due to the achievement of this milestone on July 7, 2020, Premas was paid $1,000,000 on August 4, 2020. | ||||||||||||||||||||||||
Membership Interest Purchase Agreement [Member] | Cystron and Premas [Member] | |||||||||||||||||||||||||
Purchase of initial cash component | $ 908,117 | ||||||||||||||||||||||||
Membership Interest Purchase Agreement [Member] | Cystron Biotech, LLC [Member] | |||||||||||||||||||||||||
Agreement description | As consideration for the Membership Interests, the Company delivered to the Sellers: (1) that number of newly issued shares of its common stock equal to 19.9% of the issued and outstanding shares of its common stock and pre-funded warrants as of the date of the MIPA, but, to the extent that the issuance of its common stock would have resulted in any Seller owning in excess of 4.9% of the Company's outstanding common stock, then, at such Seller's election, such Seller received "common stock equivalent" preferred shares with a customary 4.9% blocker (with such common stock and preferred stock collectively referred to as "Common Stock Consideration"), and (2) $1,000,000 in cash. On March 24, 2020 the Company paid $1,000,000 to the Sellers and delivered 411,403 shares of common stock and 211,353 shares of Series D Convertible Preferred Stock with a customary 4.9% blocker, with an aggregate fair market value of $1,233,057, and recorded $2,233,057 as a charge to research and development expense within the Condensed Consolidated Statements of Operations and Comprehensive Loss. On April 22, 2020, Premas, one of the Sellers, returned to us $299,074 representing its portion of the cash purchase price to acquire Cystron. Premas has advised us that these funds were returned temporarily in order for Premas to meet certain regulatory requirements in India. | ||||||||||||||||||||||||
Proceeds from collaborators | $ 1,000,000 | ||||||||||||||||||||||||
Payment to the sellers | $ 1,000,000 | ||||||||||||||||||||||||
Portion of cash purchase price returned | $ 299,074 | ||||||||||||||||||||||||
Membership Interest Purchase Agreement [Member] | Cystron Biotech, LLC [Member] | Premas Biotech PVT Ltd [Member] | |||||||||||||||||||||||||
Achievement of milestone, description | Upon the achievement of certain developmental milestones by Cystron, Cystron shall pay to Premas a total of up to $2,000,000. On April 16, 2020, the Company paid Premas $500,000 for the achievement of the first two development milestones, of which $250,000 was accrued as research and development expense for the three months ended March 31, 2020. | ||||||||||||||||||||||||
Membership Interest Purchase Agreement [Member] | Cystron Biotech, LLC [Member] | Series D Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Number of shares delivered | shares | 211,353 | ||||||||||||||||||||||||
Percentage of blocker | 4.90% | ||||||||||||||||||||||||
Fair market value shares delivered | $ 1,233,057 | ||||||||||||||||||||||||
Research and development expenses | $ 2,233,057 | ||||||||||||||||||||||||
Membership Interest Purchase Agreement [Member] | Cystron Biotech, LLC [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Number of shares delivered | shares | 411,403 | ||||||||||||||||||||||||
Fair market value shares delivered | $ 1,233,057 | ||||||||||||||||||||||||
Research and development expenses | $ 2,233,057 | ||||||||||||||||||||||||
License Agreement [Member] | |||||||||||||||||||||||||
Research and development expenses | 1,000,000 | 2,000,000 | |||||||||||||||||||||||
Cystron Medical Panel [Member] | |||||||||||||||||||||||||
Research and development expenses | $ 10,651 | $ 20,925 | |||||||||||||||||||||||
Achievement of milestone, description | The Cystron Medical Panel and appointed its first member to the panel. Each member shall be compensated with an initial grant of the Company's common stock with an aggregate fair market value of $25,000 and a monthly cash stipend in the initial amount of $2,500 | ||||||||||||||||||||||||
Fair market value common stock | $ 25,000 | ||||||||||||||||||||||||
Monthly cash stipend in initial amount | $ 2,500 | ||||||||||||||||||||||||
Certificate of Designation [Member] | |||||||||||||||||||||||||
Preferred stock, stated value | $ / shares | $ 0.01 | ||||||||||||||||||||||||
Conversion price, per share | $ / shares | $ 0.01 | ||||||||||||||||||||||||
Certificate of Designation [Member] | Series D Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Stock issuance description | A holder of Preferred Stock will be prohibited from converting Preferred Stock into shares of our common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our common stock then issued and outstanding (with such ownership restriction referred to as the "Beneficial Ownership Limitation"). However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. | ||||||||||||||||||||||||
Restricted Stock Unit Award Agreements [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||
Restricted stock units granted description | Fifty percent (50%) of the RSUs in each Grant will vest on the first anniversary of the date of Grant, and the remaining fifty percent (50%) will vest on the second anniversary of the date of Grant; provided that the RSUs shall vest immediately upon the occurrence of (i) a change in control, provided that the director is employed by or providing services to the Company and its affiliates on the closing date of such change in control, (ii) the director's termination of employment or service from the Company and its affiliates by reason of the director's death or disability, or (iii) the director's termination of employment or service by the Company without cause. | ||||||||||||||||||||||||
Restricted Stock Unit Award Agreements [Member] | Restricted Stock Units (RSUs) [Member] | Executive Chairman and President [Member] | |||||||||||||||||||||||||
Restricted stock units granted | shares | 263,500 | ||||||||||||||||||||||||
Restricted Stock Unit Award Agreements [Member] | Restricted Stock Units (RSUs) [Member] | Joshua Silverman [Member] | |||||||||||||||||||||||||
Restricted stock units granted | shares | 219,000 | ||||||||||||||||||||||||
Restricted Stock Unit Award Agreements [Member] | Restricted Stock Units (RSUs) [Member] | William White [Member] | |||||||||||||||||||||||||
Restricted stock units granted | shares | 219,000 | ||||||||||||||||||||||||
Restricted Stock Unit Award Agreements [Member] | Restricted Stock Units (RSUs) [Member] | Robert Schroeder [Member] | |||||||||||||||||||||||||
Restricted stock units granted | shares | 87,860 | ||||||||||||||||||||||||
Rights Agreement [Member] | |||||||||||||||||||||||||
Ownership percentage | 10.00% | 10.00% | |||||||||||||||||||||||
Debt instrument,description | The Rights, which are not exercisable until the Distribution Date, expire upon the earliest to occur of (i) the close of business on September 8, 2021; (ii) the time at which the Rights are redeemed or exchanged pursuant to the Rights Agreement; and (iii) the time at which the Rights are terminated upon the closing of any merger or other acquisition transaction involving the Company pursuant to a merger or other acquisition agreement that has been approved by the Board prior to any person becoming an Acquiring Person (the earliest of (i), (ii), and (iii) is referred to as the "Expiration Date"). Each share of Preferred Stock will be entitled to a preferential per share dividend rate equal to the greater of (i) $0.001 and (ii) the sum of (1) 1,000 times the aggregate per share amount of all cash dividends, plus (2) 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than certain dividends or subdivisions of the outstanding shares of common stock. Each Preferred Stock will entitle the holder thereof to a number of votes equal to 1,000 on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction in which shares of common stock are exchanged, each Preferred Stock will be entitled to receive 1,000 times the amount received per one share of common stock. Pursuant to the Rights Agreement, the preferential rates noted above may be adjusted in the event that the Company (i) pays dividends in common stock, (ii) subdivides the outstanding common stock or (iii) combines outstanding Common Stock into a smaller number of shares. The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend, or a subdivision, combination or reclassification of the Preferred Stock, (ii) if the holders of Preferred Stock are granted certain rights, options or warrants to subscribe for the applicable Preferred Stock or securities convertible into the applicable Preferred Stock at less than the current market price of the applicable Preferred Stock, or (iii) upon the distribution to holders of Preferred Stock of evidences of indebtedness, cash (excluding regular quarterly cash dividends), assets (other than dividends payable in Preferred Stock) or subscription rights or warrants (other than those referred to in (ii) immediately above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split, reverse stock split, stock dividends and other similar transactions. With some exceptions, no adjustment in the purchase price relating to a Right will be required until cumulative adjustments amount to at least one percent (1%) of the purchase price relating to the Right. No fractional shares of Preferred Stock are required to be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) and, in lieu of the issuance of fractional shares, the Company may make an adjustment in cash based on the market price of the Preferred Stock on the trading date immediately prior to the date of exercise. In the event that a person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right will thereafter have the right to receive, upon exercise, common stock (or, in certain circumstances, other securities, cash or other assets of the Company) having a value equal to two (2) times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of a person becoming an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, Beneficially Owned by any Acquiring Person (or by certain related parties) will be null and void and any holder of such Rights (including any purported transferee or subsequent holder) will be unable to exercise or transfer any such Rights. However, Rights are not exercisable following the occurrence of a person becoming an Acquiring Person until the Distribution Date. In the event that, after a person or a group of affiliated or associated persons has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction, or 50% or more of the Company's assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise of a Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have a market value of two (2) times the exercise price of the Right. At any time before any person or group of affiliated or associated persons becomes an Acquiring Person, the Board may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (subject to certain adjustments) (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Immediately upon the action of the Board electing to redeem or exchange the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Board may, at its option, at any time after the first occurrence of a Flip-in Event (as defined in the Rights Agreement), exchange all or part of the then outstanding and exercisable Rights for shares of common stock at an exchange ratio of one share of common stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the effective date. However, the Board shall not effect such an exchange at any time after any person, together with all affiliates and associates of such person, becomes a beneficial owner of 50% or more of the outstanding shares of common stock. Immediately upon the action of the Board to exchange the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the number of shares of Common equal to the number of Rights held by such holder multiplied by the exchange ratio. Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Board may amend or supplement the Rights Agreement without the approval of any holders of Rights at any time so long as the Rights are redeemable. At any time the Rights are no longer redeemable, no such supplement or amendment may (i) adversely affect the interests of the holders of Rights (other than an Acquiring Person or an affiliate or associate of an Acquiring Person), (ii) cause the Rights Agreement to become amendable other than in accordance with Section 27 of the Rights Agreement, or (iii) cause the Rights again to become redeemable. | ||||||||||||||||||||||||
Rights Agreement [Member] | Board of Directors [Member] | |||||||||||||||||||||||||
Stockholders share description | The Company's board of directors (the "Board") declared a dividend of one preferred share purchase right (a "Right") for each of the Company's issued and outstanding shares of common stock. The dividend is payable to the stockholders of record on September 21, 2020 (the "Record Date"). Each Right entitles the registered holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one one-thousandth of a share of the Company's Series E Junior Participating Preferred Stock, no par value with a stated value of $0.001 (the "Preferred Stock") at $15.00 (the "Purchase Price"), subject to certain adjustments. The description and terms of the Rights are set forth in the Rights Agreement dated as of September 9, 2020 (the "Rights Agreement") between the Company and VStock Transfer, LLC, as Rights Agent (the "Rights Agent"). | ||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Sale of stock | shares | 766,667 | ||||||||||||||||||||||||
Sale of stock price per share | $ / shares | $ 5.67 | $ 6 | |||||||||||||||||||||||
Proceeds from issuance of stock, gross | $ 6,847,908 | $ 4,600,002 | |||||||||||||||||||||||
Proceeds from issuance of stock, net | $ 6,158,034 | $ 4,086,207 | |||||||||||||||||||||||
Warrants to purchase shares | shares | 61,333 | ||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 7.50 | ||||||||||||||||||||||||
Aggregate number of shares of common stock issued during period | shares | 1,207,744 | ||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Placement Agent [Member] | |||||||||||||||||||||||||
Warrants to purchase shares | shares | 109,348 | ||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 4.4125 | ||||||||||||||||||||||||
Securities Purchase Agreement [Member] | August Placement Agent Warrants [Member] | |||||||||||||||||||||||||
Warrants to purchase shares | shares | 96,620 | ||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 7.0875 |
Trade and Other Payables - Sche
Trade and Other Payables - Schedule of Trade and Other Payables (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accounts Payable - Trade | $ 820,012 | $ 608,630 |
Accrued Expenses | 237,457 | 232,827 |
Deferred Compensation | 59,750 | |
Trade and Other Payables, Total | $ 1,057,469 | $ 901,207 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash | $ 16,189,651 | $ 16,189,651 | $ 517,444 | |||||||
Marketable Securities | 6,929,356 | 6,929,356 | 9,164,273 | |||||||
Accounts Receivable, net | ||||||||||
Deposits and Other Receivables | ||||||||||
Inventories, net | ||||||||||
Prepaid expenses | 446,507 | 446,507 | 340,971 | |||||||
Current Assets - discontinued operations | 288,126 | |||||||||
Total Current Assets | 23,565,514 | 23,565,514 | 10,310,814 | |||||||
Prepaid Expenses, net of current | ||||||||||
Restricted Cash | 115,094 | 115,094 | 115,094 | |||||||
Property, Plant and Equipment, net | 3,738 | 3,738 | 10,554 | |||||||
Intangible assets, net | ||||||||||
Other assets | 2,722 | |||||||||
Non-current Assets - discontinued operations | 445,751 | |||||||||
Total Non-Current Assets | 159,301 | 159,301 | 574,121 | |||||||
Total Assets | 23,724,815 | 23,724,815 | 10,884,935 | |||||||
Trade and Other Payables | 1,057,469 | 1,057,469 | 901,207 | |||||||
Current Liabilities - discontinued operations | 1,457,671 | 1,457,671 | 628,558 | |||||||
Total Current Liabilities | 2,555,646 | 2,555,646 | 1,529,765 | |||||||
Total Liabilities | 2,555,646 | 2,555,646 | 1,529,765 | |||||||
Commitments and Contingencies | ||||||||||
Preferred Stock, No par value, 50,000,000 total preferred shares authorized | ||||||||||
Common stock, No par value, 100,000,000 shares authorized 1,738,837 issued and outstanding as of December 31, 2019 | 154,901,639 | 154,901,639 | 128,920,414 | |||||||
Accumulated Other Comprehensive Income (Loss) | $ 21,153 | 17,886 | ||||||||
Accumulated Deficit | (133,876,994) | (133,876,994) | (119,583,130) | |||||||
Total Shareholders' Equity | 21,169,169 | 15,972,148 | $ 6,817,451 | $ 3,598,195 | $ 4,314,134 | $ 4,965,918 | 21,169,169 | $ 3,598,195 | 9,355,170 | $ 5,833,753 |
Total Liabilities and Shareholders' Equity | 23,724,815 | 23,724,815 | 10,884,935 | |||||||
Product Revenue | ||||||||||
Product Cost of Sales | ||||||||||
Gross Income (Loss) | ||||||||||
Research and Development Expenses | 1,741,269 | 6,140,487 | ||||||||
Administrative Expenses | 1,223,354 | 843,144 | 2,983,443 | 2,687,681 | ||||||
Sales and Marketing Expenses | 6,250 | 6,163 | 16,667 | 18,750 | ||||||
Compliance and Regulatory Expenses | ||||||||||
Litigation Settlement Expenses | 75,000 | |||||||||
Amortization of Non-Current Assets | ||||||||||
Impairment of Intangible Assets | 152,822 | |||||||||
(Loss) income from Operations | (2,970,873) | (849,307) | (9,140,597) | (2,781,431) | ||||||
Foreign Currency Transaction (Gain) Loss | (32) | (93) | 4,846 | |||||||
Gain on Investments | (6,416) | 36,714 | (2,155) | |||||||
Interest and Dividend Income | (23,368) | (22,015) | (99,116) | (81,017) | ||||||
Total Other Income | (54,833) | (28,463) | (93,960) | (78,326) | ||||||
Loss from Continuing Operations | (2,916,040) | (820,844) | (9,046,637) | (2,703,105) | ||||||
Income/(Loss) from Discontinued Operations | (4,211,157) | (16,182) | (5,247,227) | 154,230 | ||||||
Loss Before Income Taxes | (837,026) | (2,548,875) | ||||||||
Income Tax Benefit | ||||||||||
Net Loss | (7,127,197) | $ (3,628,131) | $ (3,538,536) | (837,026) | $ (794,891) | $ (916,958) | (14,293,864) | (2,548,875) | ||
Net Unrealized Gain (Loss) on Marketable Securities | (1,805) | 45,597 | ||||||||
Total Other Comprehensive (Loss) Income | (1,805) | 45,597 | ||||||||
Comprehensive Loss | (7,127,197) | (838,831) | (14,293,864) | (2,503,278) | ||||||
Depreciation and amortization | 13,087 | 28,757 | 54,522 | |||||||
Impairment of Prepaid Royalties | 291,442 | |||||||||
Impairment of intangible assets | 152,822 | |||||||||
Inventory adjustment for net realizable value | 197,723 | |||||||||
Reserve for obsolete inventory | 79,413 | 126,422 | ||||||||
Share based compensation - shares issued to Chubeworkx | 2,510,000 | 3,173,928 | ||||||||
Significant Non-cash Items | 2,510,000 | 92,500 | 3,173,928 | 161,578 | ||||||
As Previously Reported [Member] | ||||||||||
Cash | 517,444 | |||||||||
Marketable Securities | 9,164,273 | |||||||||
Accounts Receivable, net | 42,881 | |||||||||
Deposits and Other Receivables | ||||||||||
Inventories, net | 198,985 | |||||||||
Prepaid expenses | 387,231 | |||||||||
Current Assets - discontinued operations | ||||||||||
Total Current Assets | 10,310,814 | |||||||||
Prepaid Expenses, net of current | 252,308 | |||||||||
Restricted Cash | 115,094 | |||||||||
Property, Plant and Equipment, net | 33,574 | |||||||||
Intangible assets, net | 170,423 | |||||||||
Other assets | 2,722 | |||||||||
Non-current Assets - discontinued operations | ||||||||||
Total Non-Current Assets | 574,121 | |||||||||
Total Assets | 10,884,935 | |||||||||
Trade and Other Payables | 1,529,765 | |||||||||
Current Liabilities - discontinued operations | ||||||||||
Total Current Liabilities | 1,529,765 | |||||||||
Total Liabilities | 1,529,765 | |||||||||
Commitments and Contingencies | ||||||||||
Preferred Stock, No par value, 50,000,000 total preferred shares authorized | ||||||||||
Common stock, No par value, 100,000,000 shares authorized 1,738,837 issued and outstanding as of December 31, 2019 | 128,920,414 | |||||||||
Accumulated Other Comprehensive Income (Loss) | 17,886 | |||||||||
Accumulated Deficit | (119,583,130) | |||||||||
Total Shareholders' Equity | 9,355,170 | |||||||||
Total Liabilities and Shareholders' Equity | 10,884,935 | |||||||||
Product Revenue | 420,812 | 1,497,448 | ||||||||
Product Cost of Sales | (285,510) | (751,311) | ||||||||
Gross Income (Loss) | 135,302 | 746,137 | ||||||||
Research and Development Expenses | ||||||||||
Administrative Expenses | 895,026 | 2,859,288 | ||||||||
Sales and Marketing Expenses | 38,262 | 202,242 | ||||||||
Compliance and Regulatory Expenses | 57,502 | 206,802 | ||||||||
Litigation Settlement Expenses | 75,000 | |||||||||
Amortization of Non-Current Assets | 10,001 | 30,006 | ||||||||
Impairment of Intangible Assets | ||||||||||
(Loss) income from Operations | (865,489) | (2,627,201) | ||||||||
Foreign Currency Transaction (Gain) Loss | (32) | 4,846 | ||||||||
Gain on Investments | (6,416) | (2,155) | ||||||||
Interest and Dividend Income | (22,015) | (81,017) | ||||||||
Total Other Income | (28,463) | (78,326) | ||||||||
Loss from Continuing Operations | (837,026) | (2,548,875) | ||||||||
Income/(Loss) from Discontinued Operations | ||||||||||
Loss Before Income Taxes | (837,026) | (2,548,875) | ||||||||
Income Tax Benefit | ||||||||||
Net Loss | (837,026) | (2,548,875) | ||||||||
Net Unrealized Gain (Loss) on Marketable Securities | (1,805) | 45,597 | ||||||||
Total Other Comprehensive (Loss) Income | (1,805) | 45,597 | ||||||||
Comprehensive Loss | (838,831) | (2,503,278) | ||||||||
Depreciation and amortization | 54,522 | |||||||||
Impairment of intangible assets | ||||||||||
Reserve for obsolete inventory | 126,422 | |||||||||
Adjustment [Member] | ||||||||||
Cash | ||||||||||
Marketable Securities | ||||||||||
Accounts Receivable, net | 42,881 | |||||||||
Deposits and Other Receivables | ||||||||||
Inventories, net | 198,985 | |||||||||
Prepaid expenses | 46,260 | |||||||||
Current Assets - discontinued operations | (288,126) | |||||||||
Total Current Assets | ||||||||||
Prepaid Expenses, net of current | 252,308 | |||||||||
Restricted Cash | ||||||||||
Property, Plant and Equipment, net | 23,020 | |||||||||
Intangible assets, net | 170,423 | |||||||||
Other assets | ||||||||||
Non-current Assets - discontinued operations | (445,751) | |||||||||
Total Non-Current Assets | ||||||||||
Total Assets | ||||||||||
Trade and Other Payables | 628,558 | |||||||||
Current Liabilities - discontinued operations | (628,558) | |||||||||
Total Current Liabilities | ||||||||||
Total Liabilities | ||||||||||
Commitments and Contingencies | ||||||||||
Preferred Stock, No par value, 50,000,000 total preferred shares authorized | ||||||||||
Common stock, No par value, 100,000,000 shares authorized 1,738,837 issued and outstanding as of December 31, 2019 | ||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||
Accumulated Deficit | ||||||||||
Total Shareholders' Equity | ||||||||||
Total Liabilities and Shareholders' Equity | ||||||||||
Product Revenue | 420,812 | 1,497,448 | ||||||||
Product Cost of Sales | (285,510) | (751,311) | ||||||||
Gross Income (Loss) | 135,302 | 746,137 | ||||||||
Research and Development Expenses | ||||||||||
Administrative Expenses | 51,882 | 171,607 | ||||||||
Sales and Marketing Expenses | 32,099 | 183,492 | ||||||||
Compliance and Regulatory Expenses | 57,502 | 206,802 | ||||||||
Litigation Settlement Expenses | ||||||||||
Amortization of Non-Current Assets | 10,001 | 30,006 | ||||||||
Impairment of Intangible Assets | ||||||||||
(Loss) income from Operations | (16,182) | 154,230 | ||||||||
Foreign Currency Transaction (Gain) Loss | ||||||||||
Gain on Investments | ||||||||||
Interest and Dividend Income | ||||||||||
Total Other Income | (16,182) | 154,230 | ||||||||
Loss from Continuing Operations | ||||||||||
Income/(Loss) from Discontinued Operations | 16,182 | (154,230) | ||||||||
Loss Before Income Taxes | ||||||||||
Income Tax Benefit | ||||||||||
Net Loss | ||||||||||
Net Unrealized Gain (Loss) on Marketable Securities | ||||||||||
Total Other Comprehensive (Loss) Income | ||||||||||
Comprehensive Loss | ||||||||||
Depreciation and amortization | 35,156 | |||||||||
Impairment of intangible assets | ||||||||||
Reserve for obsolete inventory | $ 126,422 | |||||||||
Discontinued Operations [Member] | ||||||||||
Total Current Assets | ||||||||||
Total Non-Current Assets | ||||||||||
Total Assets | ||||||||||
Current Liabilities - discontinued operations | 1,457,671 | 1,457,671 | ||||||||
Total Current Liabilities | 1,457,671 | 1,457,671 | ||||||||
Total Liabilities | 1,457,671 | 1,457,671 | ||||||||
Total Shareholders' Equity | ||||||||||
Total Liabilities and Shareholders' Equity | 1,457,671 | 1,457,671 | ||||||||
Impairment of Production Equipment | 18,680 | |||||||||
Product Revenue | 361,627 | |||||||||
Product Cost of Sales | 109,983 | 660,023 | ||||||||
Gross Income (Loss) | (109,983) | (298,396) | ||||||||
Administrative Expenses | 62,550 | 196,901 | ||||||||
Sales and Marketing Expenses | 29,300 | 40,586 | ||||||||
Compliance and Regulatory Expenses | 59,910 | 199,668 | ||||||||
Litigation Settlement Expenses | 3,949,414 | 4,031,131 | ||||||||
Amortization of Non-Current Assets | 17,601 | |||||||||
Impairment of Intangible Assets | 152,822 | |||||||||
Income/(Loss) from Discontinued Operations | (4,211,157) | (5,247,227) | ||||||||
Impairment of Prepaid Royalties | 291,442 | |||||||||
Impairment of intangible assets | $ 152,822 |
Share-Based Payments (Details N
Share-Based Payments (Details Narrative) - USD ($) | Sep. 11, 2020 | Aug. 27, 2020 | Dec. 09, 2019 | Mar. 29, 2019 | Aug. 11, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Apr. 16, 2020 | Dec. 07, 2018 | Aug. 07, 2017 | Jan. 23, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Aggregate intrinsic value exercise price of options | $ 2.25 | ||||||||||||
Restricted stock unit expense | $ 70,333 | ||||||||||||
Pre-funded warrants issued | 795,000 | ||||||||||||
Warrant exercise price | $ 0.0001 | $ 0.0001 | |||||||||||
Proceeds from issuance of warrant | $ 80 | ||||||||||||
Share-based payments exercised shares | |||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Warrant exercise price | $ 4 | $ 4 | $ 4 | $ 4 | |||||||||
Proceeds from issuance of warrant | $ 3,566,000 | $ 7,740,000 | |||||||||||
Warrants to purchase | 891,500 | 1,935,000 | 1,935,000 | 1,043,500 | |||||||||
Share-based payments exercised shares | 1,935,000 | 1,935,000 | |||||||||||
Restricted Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of stock option to purchase shares of common stock | 798,360 | 5,201 | |||||||||||
Aggregate intrinsic value exercise price of options | $ 2.24 | $ 23.28 | |||||||||||
Vesting rights description | Such RSUs were granted under the 2018 Plan and 50% vest on September 11, 2021 and 50% vest on September 11, 2022. | ||||||||||||
Unamortized value | $ 1,699,135 | ||||||||||||
Restricted stock unit expense | $ 69,031 | $ 119,780 | $ 70,333 | $ 242,165 | |||||||||
2013 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares authorized during period | 4,323 | ||||||||||||
Amended Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of available for grants | 1,510 | 1,510 | |||||||||||
Amended Plan [Member] | Restricted Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of stock option to purchase shares of common stock | 2,813 | ||||||||||||
2017 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares authorized during period | 7,031 | ||||||||||||
Number of available for grants | 3,967 | 3,967 | |||||||||||
2017 Stock Incentive Plan [Member] | Restricted Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of stock option to purchase shares of common stock | 3,064 | ||||||||||||
2018 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares authorized during period | 1,120,125 | 78,125 | |||||||||||
Number of available for grants | 315,162 | 315,162 | |||||||||||
Number of additional shares authorized during period | 1,042,000 | ||||||||||||
2018 Stock Incentive Plan [Member] | Restricted Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of stock option to purchase shares of common stock | 804,963 |
Share-Based Payments - Summary
Share-Based Payments - Summary of Stock Options Activity (Details) | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Shares, Beginning Balance | shares | 40 |
Number of Shares, Granted | shares | |
Number of Shares, Exercised | shares | |
Number of Shares, Forfeited | shares | (40) |
Number of Shares, Canceled/Expired | shares | |
Number of Shares, Ending Balance | shares | |
Number of Shares, Exercisable | shares | |
Weighted Average Exercise Price, Beginning Balance | $ 236.16 |
Weighted Average Exercise Price, Granted | |
Weighted Average Exercise Price, Exercised | |
Weighted Average Exercise Price, Forfeited | 236.16 |
Weighted Average Exercise Price, Canceled/Expired | |
Weighted Average Exercise Price, Ending Balance | |
Weighted Average Exercise Price, Exercisable | |
Weighted Average Grant Date Fair Value, Beginning | 151.68 |
Weighted Average Grant Date Fair Value, Granted | |
Weighted Average Grant Date Fair Value, Exercised | |
Weighted Average Grant Date Fair Value, Forfeited | 151.68 |
Weighted Average Grant Date Fair Value, Canceled/Expired | |
Weighted Average Grant Date Fair Value, Ending | |
Weighted Average Grant Date Fair Value, Exercisable | |
Weighted Average Remaining Contractual Term (Years), Beginning | 11 months 26 days |
Weighted Average Remaining Contractual Term (Years), Granted | 0 years |
Weighted Average Remaining Contractual Term (Years), Exercised | 0 years |
Weighted Average Remaining Contractual Term (Years), Forfeited | 2 months 27 days |
Weighted Average Remaining Contractual Term (Years), Canceled/Expired | 0 years |
Weighted Average Remaining Contractual Term (Years), Ending | 0 years |
Weighted Average Remaining Contractual Term (Years), Exercisable | 0 years |
Aggregate Intrinsic Value, Beginning Balance | $ | |
Aggregate Intrinsic Value, Ending Balance | $ | |
Aggregate Intrinsic Value, Exercisable | $ |
Share-Based Payments - Summar_2
Share-Based Payments - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Number of RSUs, Beginning Balance | shares | 15,603 |
Number of RSUs, Granted | shares | 798,360 |
Number of RSUs, Exercised | shares | |
Number of RSUs, Vested | shares | (15,603) |
Number of RSUs, Forfeited | shares | |
Number of RSUs, Cancelled/Expired | shares | |
Number of RSUs, Ending Balance | shares | 789,360 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 23.28 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 2.24 |
Weighted Average Grant Date Fair Value, Exercised | $ / shares | |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 23.28 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | |
Weighted Average Grant Date Fair Value, Cancelled/Expired | $ / shares | |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 2.24 |
Share-Based Payments - Summar_3
Share-Based Payments - Summary of Warrant Activity (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Common Stock Warrants [Member] | |
Number of Warrants, Beginning Balance | shares | 247,215 |
Number of Warrants, Granted | shares | 267,301 |
Number of Warrants, Exercised | shares | |
Number of Warrants, Forfeited | shares | |
Number of Warrants, Cancelled/Expired | shares | |
Number of Warrants, Ending Balance | shares | 514,516 |
Number of Warrants, Exercisable | shares | 514,516 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 29.79 |
Weighted Average Exercise Price, Granted | $ / shares | 6.09 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price, Cancelled/Expired | $ / shares | |
Weighted Average Exercise Price, Ending Balance | $ / shares | 17.48 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 17.48 |
Weighted Average Remaining Contractual Term (years), Beginning | 4 years 3 months 26 days |
Weighted Average Remaining Contractual Term (years), Granted | 4 years 8 months 9 days |
Weighted Average Remaining Contractual Term (years), Exercised | 0 years |
Weighted Average Remaining Contractual Term (years), Ending | 4 years 1 month 24 days |
Weighted Average Remaining Contractual Term (years), Exercisable | 4 years 1 month 24 days |
Pre-funded Common Stock Warrants [Member] | |
Number of Warrants, Beginning Balance | shares | 795,000 |
Number of Warrants, Granted | shares | |
Number of Warrants, Exercised | shares | (795,000) |
Number of Warrants, Forfeited | shares | |
Number of Warrants, Cancelled/Expired | shares | |
Number of Warrants, Ending Balance | shares | |
Number of Warrants, Exercisable | shares | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.0001 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | 0.0001 |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price, Cancelled/Expired | $ / shares | |
Weighted Average Exercise Price, Ending Balance | $ / shares | |
Weighted Average Exercise Price, Exercisable | $ / shares | |
Weighted Average Remaining Contractual Term (years), Beginning | 0 years |
Weighted Average Remaining Contractual Term (years), Granted | 0 years |
Weighted Average Remaining Contractual Term (years), Exercised | 0 years |
Weighted Average Remaining Contractual Term (years), Ending | 0 years |
Weighted Average Remaining Contractual Term (years), Exercisable | 0 years |
Convertible Preferred Series C Stock Warrants [Member] | |
Number of Warrants, Beginning Balance | shares | 1,990,000 |
Number of Warrants, Granted | shares | |
Number of Warrants, Exercised | shares | (1,935,000) |
Number of Warrants, Forfeited | shares | |
Number of Warrants, Cancelled/Expired | shares | |
Number of Warrants, Ending Balance | shares | 55,000 |
Number of Warrants, Exercisable | shares | 55,000 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 4 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | 4 |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price, Cancelled/Expired | $ / shares | |
Weighted Average Exercise Price, Ending Balance | $ / shares | 4 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 4 |
Weighted Average Remaining Contractual Term (years), Beginning | 4 years 11 months 12 days |
Weighted Average Remaining Contractual Term (years), Granted | 0 years |
Weighted Average Remaining Contractual Term (years), Exercised | 4 years 2 months 8 days |
Weighted Average Remaining Contractual Term (years), Ending | 4 years 2 months 8 days |
Weighted Average Remaining Contractual Term (years), Exercisable | 4 years 2 months 8 days |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Aug. 05, 2020 | Aug. 03, 2020 | Jun. 21, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Litigation settlement expense | $ 75,000 | ||||||
Chube Workx [Member] | |||||||
Stock issued during the period | 2,510,000 | ||||||
Novotek Therapeutics Inc., and NovoTek Pharmaceuticals Limited [Member] | |||||||
Loss contingency, damages sought, value | $ 1,551,562 | ||||||
Lump sum payment | $ 1,350,000 | ||||||
Settlement Agreement and General Release [Member] | |||||||
Number of shares issued | $ 300,000 | ||||||
Stock issued during the period | 500,000 | ||||||
Litigation settlement expense | $ 2,810,000 | $ 2,810,000 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Proceeds from contributed capital | $ 15,382 | $ 4,650 | $ 13,900 | $ 38,888 | |
Accounts payable and accrued expenses | 3,173 | $ 3,173 | $ 471 | ||
2017 Plan [Member] | |||||
Number of common stock shares issued for compensation services, shares | 0 | 1,407 | |||
Number of common stock shares issued for compensation services, value | $ 0 | $ 23,129 | |||
Financial Consulting Strategies LLC [Member] | |||||
Accounts payable | $ 4,650 | $ 4,650 | $ 18,323 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Percentage of matching contribution | 100.00% | |||
Percentage of employers contribution based upon employee's pay | 3.00% | |||
Employer contribution amount | $ 4,277 | $ 5,860 | $ 27,201 | $ 22,748 |
401 (k) Plan Matches 50% [Member] | ||||
Percentage of matching contribution | 50.00% | |||
Percentage of employers contribution based upon employee's pay | 3.00% | |||
401 (k) Plan Maximum 5% [Member] | ||||
Percentage of employers contribution based upon employee's pay | 5.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Nov. 12, 2020Integer | Nov. 11, 2020USD ($)$ / sharesshares | Oct. 31, 2020USD ($)$ / sharesshares | Aug. 13, 2020USD ($) | Apr. 08, 2020USD ($)$ / shares | Mar. 23, 2020USD ($) | Dec. 09, 2019USD ($) | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) |
Proceeds from common stock | $ 14,564,961 | ||||||||
Warrants exercise price | $ / shares | $ 0.0001 | ||||||||
Proceeds from warrants | $ 80 | ||||||||
Former Members [Member] | Private Placement [Member] | |||||||||
Proceeds from warrants | $ 1,800,000 | ||||||||
Securities Purchase Agreement [Member] | |||||||||
Proceeds from common stock | $ 6,847,908 | $ 4,600,002 | |||||||
Warrants exercise price | $ / shares | $ 7.50 | ||||||||
Subsequent Event [Member] | |||||||||
Trading days | Integer | 10 | ||||||||
Subsequent Event [Member] | Private Placement [Member] | |||||||||
Proceeds from warrants | $ 18,100,000 | ||||||||
Subsequent Event [Member] | Holder [Member] | Private Placement [Member] | |||||||||
Warrants Description | A holder of a Warrant will not have the right to exercise any portion of its Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or 9.99% at the election of the holder prior to the date of issuance) of the number of shares of Akers common stock issued and outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation"); provided, however, that upon 61 days' prior notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation, but in no event shall the Beneficial Ownership Limitation exceed 9.99%. | ||||||||
Subsequent Event [Member] | Christopher C. Schreiber [Member] | |||||||||
Bonuses Received | $ 150,000 | ||||||||
Subsequent Event [Member] | Pre-Funded Warrants [Member] | Private Placement [Member] | |||||||||
Stock issued during the period | shares | 9,765,933 | ||||||||
Warrants exercise price | $ / shares | $ 0.01 | ||||||||
Subsequent Event [Member] | Investor Warrants [Member] | Private Placement [Member] | |||||||||
Stock issued during the period | shares | 9,765,933 | ||||||||
Warrants exercise price | $ / shares | $ 2.06 | ||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||
Share price | $ / shares | $ 5 | ||||||||
Subsequent Event [Member] | Katalyst Securities LLC [Member] | |||||||||
Warrants exercise price | $ / shares | $ 1.85 | ||||||||
Equal fee percent | 6.50% | ||||||||
Proceeds from Issuance of Private Placement | $ 25,000 | ||||||||
Subsequent Event [Member] | Katalyst Securities LLC [Member] | Maximum [Member] | |||||||||
Purchase of warrants | shares | 390,368 | ||||||||
Subsequent Event [Member] | Merger Agreement [Member] | Private Placement [Member] | |||||||||
Proceeds from warrants | $ 25,000,000 | ||||||||
Subsequent Event [Member] | Merger Agreement [Member] | MYMD Pharmaceuticals, Inc., [Member] | |||||||||
Ownership percentage | 80.00% | ||||||||
Stock issued during the period | shares | 300,000 | ||||||||
Subsequent Event [Member] | Merger Agreement [Member] | MYMD Pharmaceuticals, Inc., [Member] | Secured Promissory Note [Member] | |||||||||
Debt instrument, maturity date | Apr. 15, 2022 | ||||||||
Subsequent Event [Member] | Merger Agreement [Member] | MYMD Pharmaceuticals, Inc., [Member] | Extended Maturity [Member] | |||||||||
Debt instrument, maturity date description | The Merger Agreement contains certain termination rights for both the Company and MYMD, including, among other things, (a) Akers may, upon written notice, extend the originally scheduled End Date (defined in the Merger Agreement as April 15, 2021) to May 15, 2021 (the "Extended Date") so long as (i) Akers and Merger Sub are not then in material breach of any provision of the Merger Agreement and (ii) within three calendar days of the written request by MYMD, Akers makes an additional loan to MYMD of up to $600,000, which will have the same terms and conditions of the Note (as defined below and such additional note "Second Note") and (b) Akers may, upon written notice, extend the Extended Date to June 30, 2021, so long as (i) Akers and Merger Sub are not then in material breach of any provision of the Merger Agreement, (ii) on the effective date of such extension, the loan amount evidenced by the Note and the Second Note may, at the sole option of MYMD upon written notice to Akers, be converted into shares of MYMD common stock at a conversion price of $2.00 per share, subject to certain adjustments and (iii) Akers will, at MYMD's request, either (at the option of MYMD); (A) subscribe for 300,000 shares of MYMD common stock at a subscription price of $2.00 per share, subject to certain adjustments as set forth in the Merger Agreement, or (B) makes an additional loan to MYMD of up to $600,000, which will have the same terms and conditions of the Note (the "Third Note," and all amounts outstanding under the Note, the Second Note and the Third Note, the "Loan Amount"). In addition, if Akers terminates the Merger Agreement under certain circumstances specified therein, the Loan Amount, if any, at the sole discretion of MYMD, will be convertible into shares of common stock of MYMD at a conversion price of $2.00 per share upon delivery of written notice by MYMD to Akers within 30 calendar days after the effective date of termination of the Merger Agreement. | ||||||||
Subsequent Event [Member] | Merger Agreement [Member] | MYMD Pharmaceuticals, Inc., [Member] | Post-Closing Shares [Member] | |||||||||
Ownership percentage | 20.00% | ||||||||
Subsequent Event [Member] | Merger Agreement [Member] | MYMD Pharmaceuticals, Inc., [Member] | Maximum [Member] | |||||||||
Loans payable | $ 3,000,000 | ||||||||
Subsequent Event [Member] | Merger Agreement [Member] | MYMD Pharmaceuticals, Inc., [Member] | Maximum [Member] | Second Note [Member] | |||||||||
Loans payable | 600,000 | ||||||||
Subsequent Event [Member] | Merger Agreement [Member] | MYMD Pharmaceuticals, Inc., [Member] | Maximum [Member] | Third Note [Member] | |||||||||
Loans payable | 600,000 | ||||||||
Subsequent Event [Member] | Merger Agreement [Member] | MYMD Pharmaceuticals, Inc., [Member] | Maximum [Member] | Secured Promissory Note [Member] | |||||||||
Loans payable | $ 3,000,000 | ||||||||
Debt instrument, interest rate | 5.00% | ||||||||
Subsequent Event [Member] | Merger Agreement [Member] | MYMD Pharmaceuticals, Inc., [Member] | Minimum [Member] | |||||||||
Share price | $ / shares | $ 5 | ||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Accredited Investors [Member] | |||||||||
Share price | $ / shares | $ 1.85 | ||||||||
Stock issued during the period | shares | 9,765,933 | ||||||||
Proceeds from common stock | $ 18,100,000 |
Subsequent Events - Summary of
Subsequent Events - Summary of Milestone Events Payment (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Milestone Period One [Member] | |
Milestone Event | Market capitalization of Akers for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period is equal to or greater than $500 million (the "First Milestone Event"). |
Milestone Payment | $20 million. |
Milestone Period Two [Member] | |
Milestone Event | For every $250 million incremental increase in market capitalization of Akers after the First Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period, up to a $1 billion market capitalization of Akers. |
Milestone Payment | $10 million per each incremental increase (it being understood, however, that, if such incremental increase results in market capitalization equal to $1 billion, such $20 million payment in respect of such incremental increase shall be payable without duplication of any amount payable in respect of a Second Milestone Event). |
Milestone Period Three [Member] | |
Milestone Event | Market Capitalization of Akers for at least 10 trading days during any 20 consecutive trading day period is equal to or greater than $1 billion (the "Second Milestone Event"). |
Milestone Payment | $25 million. |
Milestone Period Four [Member] | |
Milestone Event | For every $1 billion incremental increase in market capitalization of Akers after the Second Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period. |
Milestone Payment | $25 million per each incremental increase. |
Subsequent Events - Summary o_2
Subsequent Events - Summary of Milestone Events Payment (Details) (Parenthetical) | 9 Months Ended |
Sep. 30, 2020USD ($)Integer | |
Milestone Period One [Member] | |
Number of trading days | Integer | 10 |
Number of consecutive trading days | Integer | 20 |
Market capitalization | $ 500,000,000 |
Payments to milestone | $ 20,000,000 |
Milestone Period Two [Member] | |
Number of trading days | Integer | 10 |
Number of consecutive trading days | Integer | 20 |
Increase in market capitalization | $ 250,000,000 |
Incremental increase payable | 20,000,000 |
Milestone Period Two [Member] | Maximum [Member] | |
Market capitalization | 1,000,000,000 |
Payments to milestone | $ 10,000,000 |
Milestone Period Three [Member] | |
Number of trading days | Integer | 10 |
Number of consecutive trading days | Integer | 20 |
Market capitalization | $ 1,000,000,000 |
Payments to milestone | $ 25,000,000 |
Milestone Period Four [Member] | |
Number of trading days | Integer | 10 |
Number of consecutive trading days | Integer | 20 |
Increase in market capitalization | $ 1,000,000,000 |
Milestone Period Four [Member] | Maximum [Member] | |
Payments to milestone | $ 25,000,000 |