Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | Akers Biosciences, Inc. |
Entity Central Index Key | 0001321834 |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and Cash Equivalents | $ 18,617,955 | $ 517,444 |
Marketable Securities | 16,718,452 | 9,164,273 |
Other Receivables | 1,200,009 | |
Prepaid expenses | 294,343 | 334,059 |
Current assets of discontinued operations | 12,002 | 295,038 |
Total Current Assets | 36,842,761 | 10,310,814 |
Non-Current Assets | ||
Restricted Cash | 115,094 | |
Other Assets | 2,722 | |
Non-current assets of discontinued operations | 456,305 | |
Total Non-Current Assets | 574,121 | |
Total Assets | 36,842,761 | 10,884,935 |
Current Liabilities | ||
Trade and Other Payables | 2,203,902 | 891,883 |
Current liabilities of discontinued operations | 59,393 | 637,882 |
Total Current Liabilities | 2,263,295 | 1,529,765 |
Total Liabilities | 2,263,295 | 1,529,765 |
Commitments and Contingencies | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, value | ||
Common stock, No par value, 100,000,000 shares authorized 17,585,261 and 1,738,837 issued and outstanding as of December 31, 2020 and December 31, 2019 | 171,598,681 | 128,920,414 |
Accumulated Other Comprehensive Income | 17,886 | |
Accumulated Deficit | (137,163,739) | (119,583,130) |
Total Shareholders' Equity | 34,579,466 | 9,355,170 |
Total Liabilities and Shareholders' Equity | 36,842,761 | 10,884,935 |
Series A Convertible Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, value | ||
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 | ||
Series E Junior Participating Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 17,585,261 | 1,738,837 |
Common stock, shares outstanding | 17,585,261 | 1,738,837 |
Series E Junior Participating Preferred Stock [Member] | ||
Preferred stock, no par value | ||
Preferred stock, shares authorized | 100,000 | |
Preferred stock, stated value | $ 0.001 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, stated value | $ 0.0725 | $ 0.0725 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
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 | |
Preferred stock, stated value | $ 0.001 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Product Revenue | ||
Product Cost of Sales | ||
Gross Income | ||
Administrative Expenses | 4,299,062 | 3,372,103 |
Sales and Marketing Expenses | 22,963 | 25,000 |
Research and Development Expenses | 7,963,678 | |
Litigation Settlement Expenses | 75,000 | |
Loss from Operations | (12,285,703) | (3,472,103) |
Other (Income) Expenses | ||
Loss on Disposal of Non-Current Assets | 3,042 | 9,576 |
Foreign Currency Transaction (Gain) Loss | (93) | 5,051 |
Gain on Fair Market Value Change of Equity Investments | (54,100) | |
(Gain) Loss on Investments | 36,714 | (3,952) |
Interest and Dividend Income | (119,052) | (101,483) |
Total Other Income | (133,489) | (90,808) |
Loss Before Income Taxes | (12,152,214) | (3,381,295) |
Income Tax Benefit | ||
Net Loss from Continuing Operations | (12,152,214) | (3,381,295) |
Net Loss from Discontinued Operations | (5,428,395) | (506,954) |
Net Loss | (17,580,609) | (3,888,249) |
Other Comprehensive Income (Loss) | ||
Net Unrealized Gain on Marketable Securities | 43,799 | |
Total Other Comprehensive Income | 43,799 | |
Comprehensive Loss | $ (17,580,609) | $ (3,844,450) |
Basic and Diluted Loss per Common Share from Continuing Operations | $ (1.72) | $ (5.52) |
Basic and Diluted Loss per Common Share from Discontinued Operations | (0.77) | (0.83) |
Basic and Diluted Loss per Common Share | $ (2.49) | $ (6.35) |
Weighted average basic and diluted common shares outstanding | 7,052,686 | 612,672 |
Consolidated Statement of Chang
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 | (3,888,249) | (3,888,249) | |||
Public offering - common stock, net of offering costs of $306,222 | $ 2,147,778 | 2,147,778 | |||
Public offering - common stock, net of offering costs of $306,222, shares | 613,500 | ||||
Public offering - pre-funded warrants, net of offering costs of $688,005 | $ 4,817,857 | 4,817,857 | |||
Public offering - pre-funded warrants, net of offering costs of $688,005, shares | |||||
Issuance of stock grants to officer | $ 27,367 | 27,367 | |||
Issuance of stock grants to officer, shares | 1,563 | ||||
Issuance of common stock to vendor for services | $ 10,802 | 10,802 | |||
Issuance of common stock to vendor for services, shares | 1,667 | ||||
Exercise of prepaid equity forward contracts for common stock | $ 58 | 58 | |||
Exercise of prepaid equity forward contracts for common stock, shares | 581,500 | ||||
Stock-based compensation - restricted stock units | $ 362,005 | 362,005 | |||
Stock-based compensation - restricted stock units, shares | |||||
Net unrealized gain loss on marketable securities | 43,799 | 43,799 | |||
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 | (17,580,609) | (17,580,609) | |||
Stock-based compensation - restricted stock units | $ 404,589 | 404,589 | |||
Stock-based compensation - restricted stock units, shares | |||||
Exercise of pre-funded warrants for common stock | $ 80 | 80 | |||
Exercise of pre-funded warrants for common stock, shares | 795,000 | ||||
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 | |||
Stock-based compensation - shares issued to vendors, shares | |||||
Exercise of Series C Convertible Preferred Warrants for common stock | $ 7,740,000 | 7,740,000 | |||
Exercise of Series C Convertible Preferred Warrants for common stock, shares | 1,935,000 | ||||
Exercise of Series D Convertible Preferred Shares for common stock | $ (273,955) | $ 273,955 | |||
Exercise of Series D Convertible Preferred Shares for common stock, shares | (138,361) | 138,361 | |||
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 | ||||
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 | ||||
Private placement of common stock, net of offering costs of $1,522,694 | $ 14,619,283 | 14,619,283 | |||
Private placement of common stock, net of offering costs of $1,522,694, shares | 8,725,393 | ||||
Private placement of pre-funded warrants, net of offering costs of $181,496 | $ 1,743,503 | 1,743,503 | |||
Private placement of pre-funded warrants, net of offering costs of $181,496, shares | |||||
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 | ||||
Reclassification of unrealized gain on marketable securities | (17,886) | (17,886) | |||
Balance at Dec. 31, 2020 | $ 144,524 | $ 171,598,681 | $ (137,163,739) | $ 34,579,466 | |
Balance, shares at Dec. 31, 2020 | 72,992 | 17,585,261 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Shareholders' Equity (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Public Offering [Member] | Restricted Stock Unit Award Agreements [Member] | ||
Net offering cost | $ 688,005 | |
Public Offering [Member] | Common Stock [Member] | ||
Net offering cost | $ 306,222 | |
Registered Direct Offering [Member] | Common Stock [Member] | ||
Net offering cost | $ 513,795 | |
Registered Direct Offering [Member] | Common Stock One [Member] | ||
Net offering cost | 504,281 | |
Registered Direct Offering [Member] | Common Stock Two [Member] | ||
Net offering cost | 689,874 | |
Registered Direct Offering [Member] | Common Stock Three [Member] | ||
Net offering cost | 1,522,694 | |
Registered Direct Offering [Member] | Common Stock Four [Member] | ||
Net offering cost | $ 181,496 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net loss from continuing operations | $ (12,152,214) | $ (3,381,295) |
Net loss from discontinued operations | (5,428,395) | (506,954) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss (gain) on sale of securities | 36,714 | (3,952) |
Gain on fair market value of equity investments | (54,100) | |
Accrued income - marketable securities | 2,790 | 3,353 |
Depreciation and amortization | 29,452 | 74,064 |
Loss on disposal of fixed assets | 3,043 | 9,576 |
Impairment of prepaid royalties | 291,442 | |
Impairment of production equipment | 18,680 | |
Impairment of intangible assets | 152,822 | 32,980 |
Inventory adjustment for net realizable value | 197,723 | |
Reserve for obsolete inventory | 371,997 | |
Reserve for doubtful trade receivables | 5,325 | |
Reserve for doubtful other receivables | 100,000 | |
Stock-based compensation | ||
Changes in assets and liabilities: | ||
Decrease in trade receivables | 42,881 | 128,120 |
(Increase) decrease in deposits and other receivables | (9) | 9,347 |
Decrease in inventories | 1,262 | 14,285 |
Decrease in prepaid expenses | 41,752 | 103,152 |
Decrease in other assets | 2,722 | 9,280 |
Decrease in trade and other payables | 733,530 | (443,735) |
Net cash used in operating activities | (11,924,941) | (3,074,283) |
Cash flows from investing activities | ||
Proceeds from the sale of equipment | 6,250 | |
Short-term note receivable | (1,200,000) | (100,000) |
Purchases of marketable securities | (9,871,843) | (6,704,837) |
Proceeds from sale of marketable securities | 2,314,374 | 2,857,960 |
Net cash used in investing activities | (8,757,469) | (3,940,627) |
Cash flows from financing activities | ||
Net proceeds from issuance of common stock | 29,184,244 | 2,147,778 |
Net proceeds from issuance of pre-funded warrants for the purchase of common stock | 1,743,503 | 4,817,857 |
Net proceeds from the exercise of pre-funded warrants for the purchase of common stock | 80 | 58 |
Net proceeds from exercise of warrants for common stock | 7,740,000 | |
Net cash provided by financing activities | 38,667,827 | 6,965,693 |
Net increase/(decrease) in cash and cash equivalents and restricted cash | 17,985,417 | (49,217) |
Cash and cash equivalents and restricted cash at beginning of year | 632,538 | 681,755 |
Cash and cash equivalents and restricted cash at end of year | 18,617,955 | 632,538 |
Supplemental cash flow information: | ||
Interest | ||
Income Taxes | ||
Supplemental Schedule of Non-Cash Financing and Investing Activities | ||
Net unrealized gains on marketable securities | 43,799 | |
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: | ||
Stock-based compensation | 7,318 | 10,802 |
Chube Workx [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 2,510,000 | |
Cystron [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 1,233,057 | |
Employee [Member] | Common Stock [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 27,367 | |
Director [Member] | Restricted Stock Units (RSUs) [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | $ 404,589 | $ 362,005 |
Balance Sheets (Mymd Pharmaceut
Balance Sheets (Mymd Pharmaceuticals Inc.) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash | $ 18,617,955 | $ 517,444 |
Total Current Assets | 36,842,761 | 10,310,814 |
Total Assets | 36,842,761 | 10,884,935 |
LIABILITIES AND STOCKHOLDER'S DEFICIT | ||
Trade accounts payable | 569,999 | 599,306 |
Total Current Liabilities | 2,263,295 | 1,529,765 |
Total Liabilities | 2,263,295 | 1,529,765 |
Stockholders' Deficit | ||
Common stock value | 171,598,681 | 128,920,414 |
Accumulated Deficit | (137,163,739) | (119,583,130) |
Total Stockholders' Deficit | 34,579,466 | 9,355,170 |
Total Liabilities and Stockholders' Deficit | 36,842,761 | 10,884,935 |
Mymd Pharmaceuticals Inc. [Member] | ||
Current Assets: | ||
Cash | 133,733 | 132,023 |
Prepaid expenses and other current assets | 1,218 | 17,472 |
Total Current Assets | 134,951 | 149,495 |
Intangible Assets | 18,334 | |
Total Assets | 134,951 | 167,829 |
LIABILITIES AND STOCKHOLDER'S DEFICIT | ||
Trade accounts payable | 1,025,063 | 878,620 |
Due to Related Party | 39,177 | 14,577 |
Accrued interest, related party | 175,679 | 10,639 |
Loan Payable, related party | 1,200,000 | |
Payroll Protection Program Loan | 54,000 | |
Total Current Liabilities | 2,493,919 | 903,836 |
Line of credit, related party, net of unamortized debt discount | 1,734,237 | 990,355 |
Total Liabilities | 4,228,156 | 1,894,191 |
Stockholders' Deficit | ||
Common stock value | 4,004 | 3,806 |
Additional Paid in Capital | 43,411,488 | 36,848,064 |
Accumulated Deficit | (47,508,697) | (38,578,232) |
Total Stockholders' Deficit | (4,093,205) | (1,726,362) |
Total Liabilities and Stockholders' Deficit | $ 134,951 | $ 167,829 |
Balance Sheets (Mymd Pharmace_2
Balance Sheets (Mymd Pharmaceuticals Inc.) (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 17,585,261 | 1,738,837 |
Common stock, shares outstanding | 17,585,261 | 1,738,837 |
Mymd Pharmaceuticals Inc. [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 40,043,504 | 38,063,504 |
Common stock, shares outstanding | 40,043,504 | 38,063,504 |
Statements of Operations (Mymd
Statements of Operations (Mymd Pharmaceuticals Inc.) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | ||
Operating Costs: | ||
General and administrative expenses (including $855,000, $3,577,550 of share-based compensation for 2020 and 2019, respectively) | 4,299,062 | 3,372,103 |
Research and development expenses | 7,963,678 | |
Net Loss | (17,580,609) | (3,888,249) |
Mymd Pharmaceuticals Inc. [Member] | ||
Revenues | ||
Operating Costs: | ||
General and administrative expenses (including $855,000, $3,577,550 of share-based compensation for 2020 and 2019, respectively) | 3,304,673 | 5,764,986 |
Research and development expenses | 2,241,431 | 3,627,739 |
Option modification expense | 2,009,145 | |
Total Operating Costs | 7,555,249 | 9,392,725 |
Interest Expense | (1,375,216) | (246,191) |
Net Loss | $ (8,930,465) | $ (9,638,916) |
Statements of Operations (Mym_2
Statements of Operations (Mymd Pharmaceuticals Inc.) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share based compensation | ||
Mymd Pharmaceuticals Inc. [Member] | ||
Share based compensation | $ 855,000 | $ 3,577,550 |
Statements of Stockholders' Def
Statements of Stockholders' Deficit (Mymd Pharmaceuticals Inc.) - USD ($) | Common Stock [Member]Mymd Pharmaceuticals Inc. [Member] | Common Stock [Member] | Additional Paid In Capital [Member]Mymd Pharmaceuticals Inc. [Member] | Accumulated Deficit [Member]Mymd Pharmaceuticals Inc. [Member] | Accumulated Deficit [Member] | Mymd Pharmaceuticals Inc. [Member] | Total |
Balance at Dec. 31, 2018 | $ 3,345 | $ 121,554,547 | $ 29,146,159 | $ (28,939,316) | $ (115,694,881) | $ 210,188 | $ 5,833,753 |
Balance, shares at Dec. 31, 2018 | 33,451,504 | 540,607 | |||||
Sale of common stock | $ 296 | 2,958,704 | 2,959,000 | ||||
Sale of common stock, shares | 2,959,000 | ||||||
Issuance of common stock to shareholders | $ 165 | (165) | |||||
Issuance of common stock to shareholders, shares | 1,653,000 | ||||||
Issuance of stock options for debt issuance | 1,165,816 | 1,165,816 | |||||
Share based compensation | 3,577,550 | 3,577,550 | |||||
Net loss | (9,638,916) | (3,888,249) | (9,638,916) | (3,888,249) | |||
Balance at Dec. 31, 2019 | $ 3,806 | $ 128,920,414 | 36,848,064 | (38,578,232) | (119,583,130) | (1,726,362) | 9,355,170 |
Balance, shares at Dec. 31, 2019 | 38,063,504 | 1,738,837 | |||||
Sale of common stock | $ 198 | 1,979,802 | 1,980,000 | ||||
Sale of common stock, shares | 1,980,000 | ||||||
Issuance of stock options for debt issuance | 839,457 | 839,457 | |||||
Share based compensation | 855,000 | 855,000 | |||||
Option modification | 2,889,165 | 2,889,165 | |||||
Net loss | (8,930,465) | (17,580,609) | (8,930,465) | (17,580,609) | |||
Balance at Dec. 31, 2020 | $ 4,004 | $ 171,598,681 | $ 43,411,488 | $ (47,508,697) | $ (137,163,739) | $ (4,093,205) | $ 34,579,466 |
Balance, shares at Dec. 31, 2020 | 40,043,504 | 17,585,261 |
Statements of Cash Flows (Mymd
Statements of Cash Flows (Mymd Pharmaceuticals Inc.) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from Operating activities | ||
Net loss | $ (17,580,609) | $ (3,888,249) |
Adjustments to reconcile net loss to net cash flows from operating activities | ||
Share based compensation | ||
Increase (decrease) in cash from changes in: | ||
Accounts payable | 733,530 | (443,735) |
Net cash used in operating activities | (11,924,941) | (3,074,283) |
Cash flows from Financing activities | ||
Proceeds from sale of common stock | 29,184,244 | 2,147,778 |
Net cash provided by financing activities | 38,667,827 | 6,965,693 |
Net change in cash | 17,985,417 | (49,217) |
Cash and cash equivalents and restricted cash at beginning of year | 632,538 | 681,755 |
Cash and cash equivalents and restricted cash at end of year | 18,617,955 | 632,538 |
Mymd Pharmaceuticals Inc. [Member] | ||
Cash flows from Operating activities | ||
Net loss | (8,930,465) | (9,638,916) |
Adjustments to reconcile net loss to net cash flows from operating activities | ||
Share based compensation | 855,000 | 3,577,550 |
Option modification expense | 2,009,145 | |
Amortization of debt issuance costs | 1,191,859 | 235,552 |
Non-cash amortization expense | 18,334 | 18,333 |
Increase (decrease) in cash from changes in: | ||
Prepaid expenses and other current assets | 16,254 | (12,180) |
Accounts payable | 146,443 | 489,235 |
Accrued interest, related party | 165,040 | 10,639 |
Net cash used in operating activities | (4,528,390) | (5,319,787) |
Cash flows from Financing activities | ||
Proceeds from sale of common stock | 1,980,000 | 2,959,000 |
Proceeds from Paycheck Protection Program loan | 54,000 | |
Proceeds from line of credit, related party | 1,680,241 | 1,920,619 |
Payments on line of credit, related party | (408,741) | |
Proceeds from loan payable, related party | 1,200,000 | |
Advances from related party | 24,600 | 11,903 |
Net cash provided by financing activities | 4,530,100 | 4,891,522 |
Net change in cash | 1,710 | (428,265) |
Cash and cash equivalents and restricted cash at beginning of year | 132,023 | 560,288 |
Cash and cash equivalents and restricted cash at end of year | 133,733 | 132,023 |
Supplemental disclosure of cash flow information | ||
Issuance of stock options for debt issuance costs | 839,457 | 1,165,816 |
Modification of options recorded as increase in debt discount | $ 880,020 |
Balance Sheets (Supera Pharmace
Balance Sheets (Supera Pharmaceuticals, Inc.) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash | $ 18,617,955 | $ 517,444 |
Total Assets | 36,842,761 | 10,884,935 |
LIABILITIES AND STOCKHOLDER'S DEFICIT | ||
Trade accounts payable | 569,999 | 599,306 |
Total Current Liabilities | 2,263,295 | 1,529,765 |
Total Liabilities | 2,263,295 | 1,529,765 |
Stockholder's Deficit | ||
Common stock value | 171,598,681 | 128,920,414 |
Accumulated Deficit | (137,163,739) | (119,583,130) |
Total Shareholders' Equity | 34,579,466 | 9,355,170 |
Total Liabilities and Stockholder's Deficit | 36,842,761 | 10,884,935 |
Supera Pharmaceuticals, Inc. [Member] | ||
Current Assets: | ||
Cash | 14,551 | 2,476 |
Due from affiliate | 24,600 | |
Total Assets | 39,151 | 2,476 |
LIABILITIES AND STOCKHOLDER'S DEFICIT | ||
Trade accounts payable | 556,781 | 145,494 |
Due to affiliate | 14,849 | |
Paycheck Protection Program Loan | 16,600 | |
Total Current Liabilities | 573,381 | 160,343 |
Related party line of credit | 599,747 | 444,516 |
Related party interest payable | 29,628 | 2,706 |
Total Liabilities | 1,202,756 | 607,565 |
Stockholder's Deficit | ||
Common stock value | ||
Additional paid-in capital | ||
Accumulated Deficit | (1,163,605) | (605,089) |
Total Shareholders' Equity | (1,163,605) | (605,089) |
Total Liabilities and Stockholder's Deficit | $ 39,151 | $ 2,476 |
Balance Sheets (Supera Pharma_2
Balance Sheets (Supera Pharmaceuticals, Inc.) (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 17,585,261 | 1,738,837 |
Common stock, shares outstanding | 17,585,261 | 1,738,837 |
Supera Pharmaceuticals, Inc. [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 25,000,000 | 25,000,000 |
Common stock, shares outstanding | 25,000,000 | 25,000,000 |
Statements of Operations (Super
Statements of Operations (Supera Pharmaceuticals, Inc.) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | ||
Operating Costs: | ||
General and administrative expenses | 4,299,062 | 3,372,103 |
Research and development expenses | 7,963,678 | |
Other Expense (Income) | ||
Total Other Expense (Income) | 133,489 | 90,808 |
Net Loss | (17,580,609) | (3,888,249) |
Supera Pharmaceuticals, Inc. [Member] | ||
Revenues | ||
Operating Costs: | ||
Travel and jet expenses | 923,383 | 1,412,615 |
General and administrative expenses | 330,004 | 192,300 |
Research and development expenses | 85,901 | 232,484 |
Total Operating Costs | 1,339,288 | 1,837,399 |
Other Expense (Income) | ||
Travel expense reimbursements from affiliate | 808,300 | (1,364,061) |
Interest Expense | 27,528 | 2,599 |
Total Other Expense (Income) | (780,772) | (1,361,462) |
Net Loss | $ (558,516) | $ (475,937) |
Statements of Stockholders' D_2
Statements of Stockholders' Deficit (Supera Pharmaceuticals, Inc.) - USD ($) | Common Stock [Member]Supera Pharmaceuticals, Inc. [Member] | Common Stock [Member] | Additional Paid In Capital [Member]Supera Pharmaceuticals, Inc. [Member] | Accumulated Deficit [Member]Supera Pharmaceuticals, Inc. [Member] | Accumulated Deficit [Member] | Supera Pharmaceuticals, Inc. [Member] | Total |
Balance at Dec. 31, 2018 | $ 121,554,547 | $ (129,152) | $ (115,694,881) | $ (129,152) | $ 5,833,753 | ||
Balance, shares at Dec. 31, 2018 | 25,000,000 | 540,607 | |||||
Net loss | (475,937) | (3,888,249) | (475,937) | (3,888,249) | |||
Balance at Dec. 31, 2019 | $ 128,920,414 | (605,089) | (119,583,130) | (605,089) | 9,355,170 | ||
Balance, shares at Dec. 31, 2019 | 25,000,000 | 1,738,837 | |||||
Net loss | (558,516) | (17,580,609) | (558,516) | (17,580,609) | |||
Balance at Dec. 31, 2020 | $ 171,598,681 | $ (1,163,605) | $ (137,163,739) | $ (1,163,605) | $ 34,579,466 | ||
Balance, shares at Dec. 31, 2020 | 25,000,000 | 17,585,261 |
Statements of Cash Flows (Super
Statements of Cash Flows (Supera Pharmaceuticals, Inc.) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from Operating activities | ||
Net loss | $ (17,580,609) | $ (3,888,249) |
Increase (decrease) in cash from changes in: | ||
Net cash used in operating activities | (11,924,941) | (3,074,283) |
Cash flows from Financing activities | ||
Net cash provided by financing activities | 38,667,827 | 6,965,693 |
Net change in cash | 17,985,417 | (49,217) |
Cash and cash equivalents and restricted cash at beginning of year | 632,538 | 681,755 |
Cash and cash equivalents and restricted cash at end of year | 18,617,955 | 632,538 |
Supera Pharmaceuticals, Inc. [Member] | ||
Cash flows from Operating activities | ||
Net loss | (558,516) | (475,937) |
Increase (decrease) in cash from changes in: | ||
Due to/from affiliate | (39,449) | 12,365 |
Accounts payable | 411,287 | 36,453 |
Interest payable | 26,922 | 2,599 |
Net cash used in operating activities | (159,756) | (424,520) |
Cash flows from Financing activities | ||
Proceeds from related party line of credit | 160,645 | 422,009 |
Payments on related party line of credit | (5,414) | |
Proceeds from Paycheck Protection Program loan | 16,600 | |
Net cash provided by financing activities | 171,831 | 422,009 |
Net change in cash | 12,075 | (2,511) |
Cash and cash equivalents and restricted cash at beginning of year | 2,476 | 4,987 |
Cash and cash equivalents and restricted cash at end of year | $ 14,551 | $ 2,476 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 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”), an entity incorporated in India. 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 | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 – Significant Accounting Policies (a) Basis of Presentation The accompanying consolidated financial statements for the years ended December 31, 2020 and 2019 have been prepared in accordance and in conformity with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding consolidated financial information. On November 25, 2019, the Company effectuated a reverse stock split of its shares of Common Stock whereby every twenty-four (24) pre-split shares of Common Stock were exchanged for one (1) post-split share of the Company’s Common Stock (“Reverse Stock Split”). No fractional shares were issued in connection with the Reverse Stock Split and the remaining fractions were rounded up to the next whole share. Shareholders who would otherwise have held a fractional share of the Common Stock were given one additional full share of the Company’s Common Stock. Share amounts presented in these consolidated financial statements have been adjusted to reflect the Reverse Stock Split. (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 are included in the following notes for revenue recognition, allowances for doubtful accounts, inventory valuations, impairment of intangible assets and valuation of share-based payments. (c) Functional and Presentation Currency These consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency. All financial information presented in U.S. Dollars 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 Consolidated Statements of Comprehensive Loss. (d) Comprehensive Loss The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive 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 December 31, 2020 and 2019, restricted cash included in non-current assets on the Company’s Consolidated Balance Sheets was $0 and $115,094, respectively, 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 December 31, 2020 and December 31, 2019. Marketable Securities: Quoted Prices in Active Markets for Identical Assets or Liabilities Quoted Prices for Similar Assets or Liabilities in Active Markets Significant Unobservable Marketable securities at December 31, 2020 $ 16,718,452 $ - $ - Marketable securities 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 December 31, 2020, the Company held certain mutual funds which, under FASB ASC 321-10, were considered equity investments. As such, the change in fair value in the year ended December 31, 2020 of a gain of $54,100 includes the reclassification of the accumulated other comprehensive income of $17,886 as of December 31, 2019, which was included in net loss from continuing operations in the Consolidated Statements of Comprehensive Loss. Gains and losses resulting from the sales of marketable securities were (losses) and gains of ($36,714) and $3,952 for the years ended December 31, 2020 and 2019, respectively Proceeds from the sales of marketable securities in the years ended December 31, 2020 and 2019 were $2,314,374 and $2,857,960, respectively. (h) Trade Receivables and Allowance for Doubtful Accounts The carrying amounts of current trade receivables is stated at cost, net of allowance for doubtful accounts and approximate their fair value given their short-term nature. The normal credit terms extended to customers ranges 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. As of December 31, 2020, and 2019, allowances for doubtful accounts for trade receivables were $0. Bad debt expenses for trade receivables were $0 and $5,325 for the years ended December 31, 2020 and 2019. (i) Other Receivables Further to the Company’s pursuit of strategic alternatives, pursuant to an unsecured promissory note dated July 4, 2019, on July 25, 2019 the Company advanced $100,000 to a company in the hemp related industry with which the Company had been considering a potential business transaction. Discussions with this party toward a potential transaction have been suspended. During the year ended December 31, 2020, the Company deemed the promissory note uncollectable and wrote the note off against the reserve. During the year ended December 31, 2020, the Company advanced MYMD $1,200,000 under a Secured Promissory Note. The Company advanced two additional draws of $600,000, or $1,200,000 cumulatively, on January 21, 2021 and February 25, 2021 to MYMD under this secured promissory note (see Note 3). As of December 31, 2020 and 2019, allowance for doubtful accounts for other receivables was $0 and $100,000, respectively. Bad debts expense for other receivables were $0 and $100,000 for the years ended December 31, 2020 and 2019. (j) 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. (k) Concentrations Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial institutions and accounts receivable. 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. (l) Risk Management of Cash Investments It is the Company’s policy to minimize the Company’s capital resources to investment risks, prioritizing the preservation of capital over investment returns. Investments are maintained in securities, primarily publicly traded, short-term money market funds based on highly rated federal, state and corporate bonds, that minimize the risk to the Company’s capital resources and provide ready access to funds. The Company’s investment portfolios are regularly monitored for risk and are held with two brokerage firms. (m) 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 amount of property, plant and equipment and are recognized within “other (income)/expense” in the Consolidated Statements of Comprehensive Loss. Depreciation is recognized in profit and loss on the 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. The estimated useful lives for the current and comparative periods are as follows: Useful Life (in years) Plant and equipment 5-12 Furniture and fixtures 5-10 Computer equipment & software 3-5 Leasehold Improvements Shorter of the Depreciation methods, useful lives and residual values are reviewed at each reporting date. (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 our Consolidated Statements of Comprehensive Loss. Patents and Trade Secrets The Company has developed or acquired several diagnostic tests that can detect the presence of various substances in a person’s breath, blood, urine and saliva. Propriety protection for the Company’s products, technology and process is important to its competitive position. As of December 31, 2019, the Company has ten patents from the United States Patent Office in effect. Other patents are in effect in Australia through the Design Registry European Union Patents, in Hong Kong and in Japan. Patents are in the national phase of prosecution in many Patent Cooperation Treaty participating countries. Additional proprietary technology consists of numerous different inventions. Management intends to protect all other intellectual property (e.g. copyrights, trademarks and trade secrets) using all legal remedies available to the Company. Patent Costs Costs associated with applying for patents are capitalized as patent costs. Once the patents are approved, the respective costs are amortized over their estimated useful lives (maximum of 17 years) on a straight-line basis and assessed for impairment when necessary. Patent pending costs for patents that are not approved are charged to the Consolidated Statements of Comprehensive Loss the year the patent is rejected. In addition, patents may be purchased from third parties. The costs of acquiring the patent are capitalized as patent costs if it represents a future economic benefit to the Company. Once a patent is acquired it is amortized over its remaining useful life and assessed for impairment when necessary. Other Intangible Assets Other intangible assets that are acquired by the Company, which have definite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses. Amortization 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. The estimated useful lives for the current and comparative periods are as follows: Useful Life (in years) Patents and trademarks 12-17 (o) Right-of-Use Assets The Company leased 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. The lease terminated on November 30, 2020, at the lessor’s request, and the property was handed over to the property manager on November 30, 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 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 lease expense, including CAM charges was $154,362 for the year ended December 31, 2020. Other information related to leases is presented below: Other information As of Operating cash used by operating leases $ 151,640 Weighted-average remaining lease term – operating leases (in months) - Weighted-average discount rate – operating leases 10 % (p) Recoverability of Long-Lived Assets In accordance with FASB ASC 360-10-35 “Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets. (q) Investments In accordance with FASB ASC 323, the Company recognizes investments in joint ventures based upon the Company’s ability to significantly influence the operational or financial policies of the joint venture. An objective judgment of the level of influence is made at the time of the investment based upon several factors including, but not limited to the following: a) Representation on the Board of Directors b) Participation in policy-making processes c) Material intra-entity transactions d) Interchange of management personnel e) Technological dependencies f) Extent of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small. The Company follows the equity method for valuating investments in joint ventures when the existence of significant influence over operational and financial policy has been established, as determined by management; otherwise, the Company will valuate these investments using the cost method. Investments recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other than temporary decrease in value shall be recognized. As and when circumstances and facts change, the Company will evaluate the Company’s ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for using the cost method to the equity method of valuation. (r) Revenue Recognition Beginning on January 1, 2019, the Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the 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 our 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 has not historically experienced customer returns of its products. 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. The Company provides for rebates to its distributors. (s) 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. (s) Income Taxes, continued 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. For the years ended December 31, 2020 and 2019, no liability for unrecognized tax benefits was required to be reported. There is no income tax benefit for the losses for the years ended December 31, 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 years ended December 31, 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. (t) Research and Development Costs In accordance with FASB ASC 730, (u) Shipping and Handling Fees and Costs The Company charges actual shipping costs plus a handling fee to customers which are classified as product revenue in the Consolidated Statement of Comprehensive Loss. Shipping and other related delivery costs, including those for incoming raw materials are classified as product cost of sales. (v) Stock-based Payments The Company accounts for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. Prior to this Update, Topic 718 applied only to share-based transactions to employees. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The Company has elected to account for forfeiture of stock-based awards as they occur. (w) 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. As the Company reported a net loss for the years ended December 31, 2020 and 2019, respectively, common stock equivalents were anti-dilutive. Diluted net loss per share is computed using the weighted average number of common and dilutive potential common shares outstanding during the years ended December 31, 2020 and 2019. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Years Ended December 31, 2020 2019 Stock Options - 40 Restricted Stock Units 789,360 15,603 Warrants to purchase Common Stock 10,925,952 247,215 Pre-funded Warrants to purchase Common Stock 1,040,540 795,000 Warrants to purchase Series C Preferred Stock 55,000 1,990,000 Series D Convertible Preferred Stock 72,992 - Total potentially dilutive shares 12,883,844 3,047,858 (x) 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 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. (y) 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. 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 consolidated financial statements upon the adoption of this ASU. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815): (I) Accounting for Certain Financial Instruments with Down Round Features, (II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. (z) Reclassifications Certain reclassifications were made to the reported amounts in these consolidated financial statements as of December 31, 2019 to conform to the presentation as of December 3 |
Recent Developments, Liquidity
Recent Developments, Liquidity and Management's Plans | 12 Months Ended |
Dec. 31, 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 which matured on December 13, 2020. The lease terminated on November 30, 2020, at the lessor’s request, and the property was handed over to the property manager on November 30, 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, totaling $2,233,057 (“March Transaction”). 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”). 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”). Pursuant to the MIPA, the Company shall make contingent payments for the achievement of certain development and commercial milestones as follows; (i) $250,000 upon the dosing of the first patient in a Phase I Clinical Trial, (ii) $500,000 upon the dosing of the first patient in a Phase II Clinical Trial, (iii) $5,000,000 upon the dosing of the first patient in a Phase III Clinical Trial, and (iv) $15,000,000 upon approval by the FDA of the NDA for the COVID-19 vaccine. 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”). Upon consummation of the registered direct equity offerings that closed on May 18, 2020 and August 13, 2020, the Company paid $892,500 (the “May Payment”) and $684,790 (the “August Payment”), respectively, on September 25, 2020. On October 13, 2020, Premas, one of the former members of Cystron, returned $908,117 representing its portion of the initial cash component for the purchase of Cystron (the “March Transaction”) and its portion of the April Payment, May Payment and August Payment under the MIPA, as amended. Premas is working with the Reserve Bank of India to comply with regulations related to its ownership in a foreign entity and its ability to receive funds for the sale of that entity. The Company believes that (i) Premas will be successful in its efforts to resolve such regulatory matters with the Reserve Bank of India, (ii) the Company will disburse the amounts due to Premas under the MIPA, and (iii) the Company maintains a 100% membership in Cystron. Upon the Company’s consummation of the Private Placement (as defined below), the Company paid $1,204,525 of the proceeds from the Private Placement to three of the four former members of Cystron on December 1, 2020 (the “November Payment”) and recorded a liability of $602,172 to the fourth former member of Cystron pursuant to the MIPA. As of December 31, 2020, $1,510,290 is included in Trade and Other Payables for Premas’ portion of the initial cash component, the April Payment, May Payment, August Payment and November Payment. For the year ended December 31, 2020, $5,867,046 is included in Research and Development Expense within the Consolidated Statement of Comprehensive Loss for the March Payment, April Payment, May Payment, August Payment and November Payment. 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 royalty 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. 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 year ended December 31, 2020, Research and Development Expenses of $2,000,000 were recorded in the Consolidated Statement of 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 year ended December 31, 2020, the Company recorded $31,573 as a charge to research and development expense within the Consolidated Statements of Comprehensive Loss. The Cystron Medical Panel was disbanded effective January 31, 2021. 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, and immediately 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 As of December 31, 2020, the Company had advanced MYMD $1,200,000 under the Note, which is classified as Other Receivables on the Consolidated Balance Sheets. The Company advanced two additional draws of $600,000, or $1,200,000 cumulatively, on January 21, 2021 and February 25, 2021 to MYMD under this secured promissory note (see Note 2(i)). Securities Purchase Agreement Concurrently with the Merger Agreement, on November 11, 2020, the Company entered into a Securities Purchase Agreement (the “ Private Placement SPA SPA Purchasers Private Placement Pre-Funded Warrants Investor Warrants Warrants Placement Agent Warrant In the Private Placement SPA, the Company 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 Private Placement SPA, 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 Private Placement SPA) from the date of the Private Placement SPA until such time as no SPA 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 Private Placement SPA 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 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 a minimum parent net cash amount equal to $25 million, less certain amounts advanced to MyMD, which shall also include any amounts to be used to payoff The Starwood Trust to repay in full the Starwood Line of Credit at the closing of the Merger, and for general working capital purposes. In addition, the Company paid $1,204,525 of the proceeds from the Private Placement to three of the former members of Cystron and recorded a liability of $602,172 to the fourth former member of Cystron pursuant to the MIPA. In addition, the Company paid a cash fee of $501,500 and issued warrants to purchase an aggregate of 255,135 shares of common stock to the designees of H.C. Wainwright & Co., LLC (“ HCW The Investor Warrants Each Investor Warrant issued in the Private Placement has an initial exercise price equal to $2.06 per share of common stock. The Investor Warrants are immediately exercisable and will terminate five and a half years following issuance. The exercise price and number of shares of Akers common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting Akers common stock and the exercise price. If, at any time following the six-month anniversary of November 17, 2020, there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the shares underlying the Investor Warrants (the “ Investor Warrant Shares A holder (together with its affiliates) may not exercise any portion of the Investor Warrant to the extent that the holder would own more than 4.99% (or, at the election of the holder prior to the date of issuance, 9.99%) of the outstanding Akers common stock immediately after exercise; provided, however that upon notice to Akers, the holder may increase or decrease the beneficial ownership limitation, provided that in no event shall the beneficial ownership limitation exceed 9.99% and any increase in the beneficial ownership limitation will not be effective until 61 days following notice of such increase from the holder to Akers. In the event of a fundamental transaction, as described in the Investor Warrants and generally including any reorganization, recapitalization or reclassification of Akers common stock, the sale, transfer or disposition of all or substantially all of Akers’ properties or assets, Akers’ consolidation or merger with or into another person, the acquisition of more than 50% of Akers outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by Akers’ outstanding common stock, the holders of the Investor Warrants will be entitled to receive upon exercise of such warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Investor Warrants immediately prior to such fundamental transaction. The Merger shall not be deemed a fundamental transaction as defined in the Investor Warrants. The Pre-Funded Warrants At the request of an investor, in lieu of Akers common stock, certain investors received Pre-Funded Warrants. The Pre-Funded Warrants are exercisable at any time immediately upon issuance and until such warrant is exercised in full. The exercise price of the Pre-Funded Warrants is $0.001 per share of Akers common stock, and, in lieu of making the cash payment otherwise contemplated to be made to Akers upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Akers common stock determined according to a formula set forth in the Pre-Funded Warrants. A holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrants to the extent that the holder would own more than 4.99% (or, at the election of the holder prior to the date of issuance, 9.99%) of the outstanding Akers common stock immediately after exercise; provided, however, that upon notice to the Company, the holder may increase or decrease the beneficial ownership limitation, provided that in no event shall the beneficial ownership limitation exceed 9.99% and any increase in the beneficial ownership limitation will not be effective until 61 days following notice of such increase from the holder to the Company. Lock-up and Support Agreement On November 11, 2020, the Company entered into a Lock-Up and Support Agreement (the “ Support Agreement Katalyst Securities LLC Engagement Letter On October 31, 2020, the Company entered into an engagement letter (the “ Engagement Letter Placement Agent Liquidity As of December 31, 2020, the Company’s cash and cash equivalents on hand were $18,617,955, and marketable securities were $16,718,452. Historically, the Company has incurred net losses and the Company incurred a net loss of $17,580,609 for the year ended December 31, 2020. As of December 31, 2020, the Company had working capital of $34,579,466 and stockholder’s equity of $34,579,466 and an accumulated deficit of $137,163,739. During the year ended December 31, 2020, cash flows used in operating activities were $11,924,941, consisting primarily of a net loss from operations of $12,152,214 and a net loss from discontinued operations of $5,428,395. Since its inception, the Company has met its liquidity requirements principally through the sale of its common stock in public and private placements. Development and commercialization of the Company’s COVID-19 Vaccine Candidate will require the Company to raise significant additional funds as the project proceeds through clinical trials, the attainment of the required regulatory approvals and the commercialization of the vaccine. The timing of these events is difficult to estimate and are unlikely to be fully completed within the next twelve-months. 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 evaluated the current cash requirements for operations in conjunction with management’s strategic plan and believes that the Company’s current financial resources as of the date of the issuance of these consolidated financial statements, are sufficient to fund its current operating budget and contractual obligations as of December 31, 2020 as they fall due within the next twelve-month period, 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 | 12 Months Ended |
Dec. 31, 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. As the Company discontinued the production and distribution of all of the Company’s diagnostic tests on July 7, 2020, all inventories amounting to $197,723 was fully impaired and disposed of as of December 31, 2020. |
Trade and Other Payables
Trade and Other Payables | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Trade and Other Payables | Note 5 - Trade and Other Payables Trade and other payables consist of the following: December 31, 2020 December 31, 2019 Accounts Payable – Trade $ 569,999 $ 599,306 Accrued Expenses 123,613 232,827 Deferred Compensation - 59,750 Accounts Payable – Other (Note 3) 1,510,290 - $ 2,203,902 $ 891,883 See Note 11 for related party information. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 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 Consolidated Balance Sheet as of December 31, 2020 and consist of the following: As of December 31, 2020 Current Assets: Prepaid Expenses $ 12,002 Total Assets $ 12,002 Current Liabilities: Trade and Other Payables of Discontinued Operations $ 59,393 Total Current Liabilities 59,393 Non-Current Liabilities - Total Liabilities $ 59,393 Shareholders’ Equity $ - Total Liabilities and Shareholders’ Equity $ 59,393 The results from the discontinued operations have been reflected in the Consolidated Statement of Comprehensive Loss for the year ended December 31, 2020 and consist of the following: For the Year Ended December 31, 2020 Product Revenue $ 361,827 Product Cost of Sales (659,405 ) Gross Loss (297,578 ) Research and Development Expenses 2,788 Administrative Expenses 417,730 Sales and Marketing Expenses 51,311 Regulatory and Compliance Expenses 197,312 Litigation Settlement Expenses 3,981,131 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 $ (5,428,395 ) 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 53,172 334,059 Current Assets – discontinued operations - (295,038 ) 295,038 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 33,574 - Intangible assets, net 170,423 170,423 - Other assets 2,722 - 2,722 Non-current Assets – discontinued operations (456,305 ) 456,305 Total Non-Current Assets 574,121 - 574,121 Total Assets $ 10,884,935 $ - $ 10,884,935 LIABILITIES Current Liabilities Trade and Other Payables 1,529,765 637,882 891,883 Current Liabilities – discontinued operations - (637,882 ) 637,882 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 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 Consolidated Statement of Comprehensive Loss for the year ended December 31, 2019 were as follows: For the Year Ended December 31, 2019 As Previously Reported Adjusted As Revised Product Revenue $ 1,577,033 $ 1,577,033 $ - Product Cost of Sales (1,098,286 ) (1,098,286 ) - Gross Income 478,747 478,747 - Research and Development Expenses - - - Administrative Expenses 3,728,514 356,411 3,372,103 Sales and Marketing Expenses 238,036 213,036 25,000 Compliance and Regulatory Expenses 276,788 276,788 - Litigation Settlement Expenses 141,478 66,478 75,000 Amortization of Non-Current Assets 40,008 40,008 - Impairment of Intangible Assets 32,980 32,980 - Loss from Operations (3,979,057 ) (506,954 ) (3,472,103 ) Other (Income) Expense Loss on Disposal of Non-Current Assets 9,576 - 9,576 Foreign Currency Transaction (Gain) Loss 5,051 - 5,051 Gain on Investments (3,952 ) - (3,952 ) Interest and Dividend Income (101,483 ) - (101,483 ) Total Other Income (90,808 ) - (90,808 ) Loss from Continuing Operations (3,888,249 ) - (3,381,295 ) Loss from Discontinued Operations - (506,954 ) (506,954 ) Loss Before Income Taxes (3,888,249 ) - (3,888,249 ) Income Tax Benefit - - - Net Loss (3,888,249 ) - (3,888,249 ) Other Comprehensive Income Net Unrealized Gain on Marketable Securities 43,799 - 43,799 Total Other Comprehensive Income 43,799 - 43,799 Comprehensive Loss $ (3,844,450 ) - $ (3,844,450 ) The depreciation, amortization and significant operating noncash items of the discontinued operations were as follows: For the Year Ended December 31, 2020 2019 Depreciation and amortization $ 29,452 $ 74,064 Impairment of Prepaid Royalties 291,442 - Impairment of intangible assets 152,822 32,980 Impairment of production equipment 18,680 - Inventory adjustment for net realizable value 197,723 - Reserve for obsolete inventory - 371,997 Share based compensation - shares issued to Chubeworkx 2,510,000 - $ 3,200,119 $ 479,041 |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | Note 7 - Share-based Compensation 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 December 31, 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 December 31, 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 Stock Incentive Plan (“2018 Plan”). On August 27, 2020, the 2019 Plan was modified to increase the total authorized shares. The 2018 Plan, as amended, provides for the issuance of up to 1,120,125 shares of the Company’s common stock. As of December 31, 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 years ended December 31, 2020: Weighted Average Weighted Weighted Remaining Number Average Average Contractual Aggregate of Exercise Grant Date Term Intrinsic Shares Price Fair Value (years) Value Balance at December 31, 2019 40 $ 236.16 $ 151.68 0.99 $ - Granted - - - - - Exercised - - - - - Forfeited - - - - Canceled/Expired (40 ) $ 236.16 $ 151.68 0.24 - Balance at December 31, 2020 - $ - $ - - $ - Exercisable as of December 31, 2020 - $ - $ - - $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $1.99 for the Company’s common shares on December 31, 2020. As the closing stock price on December 31, 2020 is lower than the exercise price, there is no intrinsic value to disclose. The Company had no outstanding stock options as of December 31, 2020. During the years ended December 31, 2020 and 2019, the Company incurred stock option expenses totaling $0 and $0, respectively. Restricted Stock Units On March 29, 2019, the Compensation Committee of the Board of Directors approved the grant of 5,201 Restricted Stock Units (“RSU”) to each of the three directors. Each RSU had a grant date fair value of $23.28 which shall be amortized on a straight-line basis over the vesting period into administrative expenses within the Consolidated Statement of Comprehensive Loss. Such RSUs were granted under the 2018 Plan, and vested on January 1, 2020. Upon vesting, such RSUs shall be settled with the issuance of common stock. The Company stock underlying these RSUs are subject to a lock-up/leak-out agreement for a period of 180 days from the effective date of the merger with MyMD (Note 3). On September 11, 2020, the Compensation Committee of the Board of Directors approved grants totaling 789,360 Restricted Stock Units to the Company’s four directors. Each RSU had a grant date fair value of $2.24 which shall be amortized on a straight-line basis over the vesting period into administrative expenses within the Consolidated Statement of Comprehensive Loss. Such RSUs were granted under the 2018 Plan, as amended. Fifty percent (50%) of each RSU will vest on the first anniversary date of the Grant and the remaining fifty percent (50%) will vest on the second anniversary date; 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 of control, or (ii) the director’s termination of employment of service by the Company was without cause. As of December 31, 2020, the unamortized value of the RSUs was $1,364,879. A summary of activity related to the RSUs for the year ended December 31, 2020 is as follows: Weighted Average Number of Grant Date RSUs Fair Value Balance at December 31, 2019 15,603 $ 23.28 Granted 789,360 2.24 Exercised - - Forfeited - - Vested (15,603 ) 23.28 Canceled/Expired - - Balance at December 31, 2020 $ 789,360 $ 2.24 Exercisable as of December 31, 2020 $ - $ - During the years ended December 31, 2020 and 2019, the Company incurred RSU expense of $404,589 and $362,005, respectively. Common Stock Warrants The table below summarizes the warrant activity for the year ended December 31, 2020: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2019 247,215 $ 29.79 4.72 $ - Granted 10,678,737 2.16 5.36 - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2020 10,925,952 $ 2.78 5.31 $ - Exercisable as of December 31, 2020 10,925,952 $ 2.78 5.31 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $1.99 for the Company’s common shares on December 31, 2020. All warrants were vested on date of grant. Pre-funded Common Stock Warrants The table below summarizes the pre-funded warrant activity for the year ended December 31, 2020: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2019 795,000 $ 0.0001 - $ 2,543,921 Granted 1,040,540 0.001 - - Exercised (795,000 ) 0.0001 - - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2020 1,040,540 $ 0.001 - $ 2,069,634 Exercisable as of December 31, 2020 1,040,540 $ 0.001 - $ 2,069,634 All pre-funded warrants were vested on date of grant and are exercisable at any time. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying award and the closing stock price of $1.99 for the Company’s common shares on December 31, 2020. During the year ended December 31, 2020, pre-funded warrants to purchase 795,000 shares of common stock were exercised at an exercise price of $0.0001 per share, yielding net proceeds of $80. Preferred Series ‘C’ Stock Warrants The table below summarizes the warrant activity for the year ended December 31, 2020: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2019 1,990,000 $ 4.00 5.00 $ - Granted - - - - Exercised (1,935,000 ) 4.00 - - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2020 55,000 $ 4.00 3.94 $ - Exercisable as of December 31, 2020 55,000 $ 4.00 3.94 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $1.99 for the Company’s common shares on December 31, 2020. All preferred series ‘C’ warrants were vested on date of grant. During the year ended December 31, 2020, 1,935,000 warrants to purchase 1,935,000 shares of the Company’s common stock were exercised yielding net proceeds of $7,740,000. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Equity | Note 8 – Equity The holders of common shares are entitled to one vote per share at meetings of the Company. On December 30, 2019, the Company’s shareholders approved an increase to 100,000,000 of the number of the authorized shares of Common Stock. The holders of preferred shares or preferred warrants are entitled to vote per share, as limited by the Certificate of Designation for each class of preferred shares or warrants, at meetings of the Company. As of December 31, 2020, 50,000,000 shares of Preferred Stock were authorized and four classes of Preferred Stock or Warrants are designated as described below. Series A Convertible Preferred Stock On September 14, 2012, the Company designated 10,000,000 Series A Convertible Preferred Shares, $0.001 par value, with a stated value of $0.0725. The Series A Convertible Preferred Shares have the following rights: Voting Rights Dividends: Liquidation Preferences Conversion Series C Convertible Preferred Stock On December 9, 2019, the Company designated 1,990,000 Series C Convertible Preferred Shares, no par value with a stated value of $4.00. The Series C Preferred Shares have the following rights. Voting Rights Except as otherwise expressly provided or otherwise required by law, the holders of shares of Series C Preferred Stock shall have no voting rights. However, as long as any shares of Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Certificate of Designation, (b) increase the number of authorized shares of Preferred Stock, or (c) enter into any agreement with respect to any of the foregoing. with respect to any of the foregoing Dividends: Except for stock dividends or distributions for which adjustments are to be made, holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of Series C Preferred Stock. Liquidation Preferences Upon any liquidation, dissolution or winding-up of Company, whether voluntary or involuntary (a “ Liquidation Conversion Each share of Series C Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock determined by dividing the Stated Value of such share of Series C Preferred Stock by the Conversion Price then in effect. Series D Convertible Preferred Stock On March 24, 2020, the Company designated 211,353 Series D Convertible Preferred Shares, no par value with a stated value of $0.01 per share and 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 the Company. 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. Series E Junior Participating Preferred Stock (Rights Agreement) On September 9, 2020 the Company designated 100,000 Series E Junior Participating Preferred Shares, no par value with a stated value of $0.001. The Series E Junior Participating Preferred Shares have the following rights. 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. The Company does not anticipate any material impact on the consolidated financial statements. Equity Transactions On December 9, 2019, the Company entered into that certain “Purchase Agreement” pursuant to which the Company agreed to sell an aggregate of 613,500 shares of Common Stock, 1,376,500 pre-funded warrants (the “Pre-funded Warrants”), Preferred ‘C’ warrants to purchase approximately 1,990,000 shares of Common Stock (the “Preferred ‘C’ Warrants”) and Underwriter’s Warrants to purchase approximately 159,200 shares of Common Stock (the “Underwriter’s Warrants”). The combined purchase price for one share of Common Stock was $4.00 and each Pre-funded Warrant was priced at $3.9999 with (the “Offering”). The Purchase Agreement contains customary representations, warranties, and covenants by the Company. Through the Offering, the Company raised proceeds of $6,965,635, net of offering costs of $994,227. Offering costs were allocated on a pro rata basis to the proceeds from the sale of each of the Common Stock and the pre-funded warrants. Each Pre-Funded Warrant has an initial exercise price of $0.0001 per share and is exercisable immediately after the date of issuance. Subject to limited exceptions, a holder of the Pre-Funded Warrants will not have the right to exercise any portion of such securities if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after the exercise. The exercise price of the Pre-Funded Warrants, and in some cases the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, will be subject to adjustment in the event of stock splits, stock dividends, combinations, rights offerings and similar events affecting the Common Stock. The pre-funded warrants represented prepaid equity forward contracts that were equity classified, as they were not subject to ASC 480 and did not meet the definition of a derivative under ASC 815 due to their requiring a substantial upfront payment. Each Preferred ‘C’ Warrant has an initial exercise price of $4.00 per share, is exercisable immediately after the date of issuance and will expire five years from December 30, 2019, the date it became exercisable. Subject to limited exceptions, a holder of the Preferred ‘C’ Warrants will not have the right to exercise any portion of such securities if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after the exercise. The exercise price of the Preferred ‘C’ Warrants, and in some cases the number of shares of Common Stock issuable upon exercise of the Preferred ‘C’ Warrants, will be subject to adjustment in the event of stock splits, stock dividends, combinations, rights offerings and similar events affecting the Common Stock. Each Underwriter’s Warrant has an initial exercise price of $5.00 per share, will be exercisable immediately after the date of issuance and will expire five years from December 30, 2019, the date it became exercisable. Subject to limited exceptions, a holder of the Underwriter’s Warrants will not have the right to exercise any portion of such securities if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after the exercise. The exercise price of the Underwriter’s Warrants, and in some cases the number of shares of Common Stock issuable upon exercise of the Underwriter’s Warrants, will be subject to adjustment in the event of stock splits, stock dividends, combinations, rights offerings and similar events affecting the Common Stock. In addition, the Warrants provide that, in the event of a fundamental transaction (as such term is described in the Warrant), the holder of such Warrant, at the holder’s option, may receive, for each warrant share (as such term is described in the Warrant) that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such fundamental transaction by a holder of the number of shares of Common Stock for which the Warrant is exercisable immediately prior to such fundamental transaction. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a fundamental transaction, then the holder shall be given the same choice as to the alternate consideration it receives upon any exercise of the Warrant following such fundamental transaction. The Company shall cause any successor entity (as such term is described in the Warrant), at the option of the holder, to deliver to the holder in exchange for the Warrant a security of the successor entity evidenced by a written instrument substantially similar in form and substance to the Warrant which is exercisable for a corresponding number of shares of capital stock of such successor entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of the Warrant (without regard to any limitations on the exercise of this Warrant) prior to such fundamental transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock. The Offering was made pursuant to a registration statement on Form S-1 (Files No. 333-234447 and 333-235359 previously filed with the Securities and Exchange Commission on November 1, 2019 and declared effective on December 5, 2019. Such securities are being offered only by means of a prospectus. During the year ended December 31, 2019, pursuant to his October 2018 employment agreement, the Company issued 1,563 shares of Common Stock under the 2017 Plan to Mr. Yeaton, with a fair value on the date of grant, of $27,367. 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 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. 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 $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. On November 17, 2020, pursuant to the Private Placement SPA, the Company issued and sold in the Private Placement an aggregate of 8,725,393 shares of its common stock and 1,040,540 Pre-Funded Warrants at an offering price of $1.85 per share, for gross and net proceeds of $18,066,976 and $16,362,786, respectively. In connection with the Private Placement, the Company issued Investor Warrants to purchase up to 9,765,933 shares of common stock at an exercise price of $2.06. The Investor Warrants are 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 and one-half years from the effective date of the Private Placement. In connection with the Private Placement, the Company issued to the Placement Agent or designees the Placement Agent Warrants to purchase up to 390,368 shares of its common stock at an exercise price of $1.85 in a private placement. The Placement Agent Warrants are 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 and one-half years from the effective date of the Private Placement. During the year ended December 31, 2020, 138,361 shares of Series D Preferred Stock were converted to 138,361 common shares. As of December 31, 2020, 72,992 shares of Series D Preferred Stock were issued and outstanding. During the year ended December 31, 2020, warrants to purchase an aggregate of 1,935,000 shares of Series C Convertible Preferred Stock were exercised at an exercise price of $4.00 per share, yielding proceeds of $7,740,000 and immediately converted to 1,935,000 shares of common stock. During the year ended December 31, 2020, Pre-Funded Warrant holders from the December 9, 2019 public offering exercised warrants for the purchase of 795,000 shares of Common Stock, with an exercise price of $0.0001 per common share, raising net proceeds of $80. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 – Income Taxes The Company’s income tax (benefit)/provision is as follows: Years Ended December 31, 2020 2019 Current $ - $ - Deferred (1,958,000 ) (738,000 ) Change in Valuation Allowance 1,958,000 738,000 Income Tax Benefit $ - $ - The reconciliation of income taxes using the statutory U.S. income tax rate and the benefit from income taxes for the years ended December 31, 2020 and 2019 are as follows: Years Ended December 31, 2020 2019 Statutory U.S. Federal Income Tax Rate (21.0 )% (21.0 )% New Jersey State income taxes, net of U.S. Federal tax effect (5.1 )% (5.1 )% True-up for prior year deferred tax assets 10.2 % 5.9 % Other 4.8 % 1.2 % Change in Valuation Allowance 11.1 % 19.0 % Net 0.0 % 0.0 % As of December 31, 2020 and 2019, the Company had Federal net operating loss carry forwards of approximately $100,615,000 and $79,678,000, expiring through the year ending December 31, 2037 for net operating losses originating in tax years beginning before January 1, 2018. Net operating losses recorded in tax years beginning January1, 2018 and after are allowed for an indefinite carryforward period but limited to 80% of each subsequent year’s net income. As of December 31, 2020 and 2019, the Company had New Jersey state net operating loss carry forwards of approximately $7,548,000 and $28,855,000, expiring through the year ending December 31, 2040. The timing and manner in which the Company can utilize operating loss carryforwards in any year may be limited by provisions of the Internal Revenue Code regarding changes in ownership of corporations. Such limitation may have an impact on the ultimate realization of its carryforwards and future tax deductions. Under Section 382 of the Code, use of our net operating loss carryforwards (“NOLs”) will be limited if we experience a cumulative change in ownership of greater than 50% in a moving three-year period. We will experience an ownership change as a result of the Merger and therefore our ability to utilize our NOLs and certain credit carryforwards remaining at the Effective Time will be limited. The limitation will be determined by the fair market value of our common stock outstanding prior to the ownership change, multiplied by the applicable federal rate. It is expected that the Merger will impose a limitation on our NOLs. The principal components of the deferred tax assets and related valuation allowances as of December 31, 2020 and 2019 are as follows: Years Ended December 31, 2020 2019 Reserves and other $ 148,000 $ 508,000 Net operating loss carry-forwards 21,514,000 19,196,000 Research and development tax credit 455,000 455,000 Valuation Allowance (22,117,000 ) (20,159,000 ) Net $ - $ - The valuation allowance for deferred tax assets as of December 31, 2020 and 2019 was $22,117,000 and $20,159,000. The change in the total valuation for the years ended December 31, 2020 and 2019 were increases of $1,958,000 and $738,000, respectively. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the net operating losses and temporary differences become deductible. Management considered projected future taxable income and tax planning strategies in making this assessment. Furthermore, during December 2019, the shares issued to investors in the capital raise resulted in a greater than 50% change in ownership under the Internal Revenue Service regulations. This change in ownership will result in limitations to the amount of net operating loss carryforwards that may be utilized in future years to offset future taxable income. The value of the deferred tax assets was fully offset by a valuation allowance, due to the current uncertainty of the future realization of the deferred tax assets. The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the Consolidated Statement of Comprehensive Loss. As of January 1, 2020, the Company had no unrecognized tax benefits and no charge during 2020, and accordingly, the Company did not recognize any interest or penalties during 2020 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2020. The Company files U.S. federal income tax returns and state income tax returns. The U.S. and state income tax returns filed for the tax years ending on December 31, 2017 and thereafter are subject to examination by the relevant taxing authorities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Advisory Board On December 4, 2019, the Company formed an advisory board (the “Advisory Board”) with expertise in the hemp and minor cannabinoid sectors. The Advisory Board will assist the Board of Directors in its strategic review including, potentially, the extraction, testing, purification and formulation of safe cannabinoids within the hemp industry. During December 2019, the Company appointed two members to the Advisory Board. Compensation over the term of service shall consist of an award of shares of the Company’s stock with a value of $25,000 for each advisor. During the years ended December 31, 2020 and 2019, the Company expensed $50,000 and $-, respectively, which is included in Administrative Expenses on the Statements of Comprehensive Loss. The Advisory Board was disbanded as of December 31, 2020. COVID-19 The ultimate impact of the global COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to future developments. 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 Company’s board of directors or management of the Company, may determine are needed. We do not yet know the full extent of potential delays or impacts on the Company’s business, vaccine development efforts, healthcare systems or the global economy as a whole. However, the effects are likely to have a material impact on the Company’s operations, liquidity and capital resources, and the Company will continue to monitor the COVID-19 situation closely. In response to public health directives and orders, the Company has implemented work-from-home policies for many of the Company’s employees and temporarily modified the Company’s operations to comply with applicable social distancing recommendations. The effects of the orders and the Company’s related adjustments in its business are likely to negatively impact productivity, disrupt its business and delay the Company’s timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on its ability to conduct its business in the ordinary course. Similar health directives and orders are affecting third parties with whom we do business, including Premas, whose operations are located in India. Further, restrictions on the Company’s ability to travel, stay-at-home orders and other similar restrictions on its business have limited its ability to support its operations. Severe and/or long-term disruptions in the Company’s operations will negatively impact its business, operating results and financial condition in other ways, as well. Specifically, the Company anticipates that the stress of COVID-19 on healthcare systems generally around the globe will negatively impact regulatory authorities and the third parties that the Company and Premas may engage in connection with the development and testing of the Company’s COVID-19 Vaccine Candidate. In addition, while the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, it has significantly disrupted global financial markets, and may limit the Company’s ability to access capital, which could in the future negatively affect its liquidity. A recession or market correction resulting from the continuation of the COVID-19 pandemic could materially affect the Company’s business and the value of its common stock. Litigation and Settlements Watts v. Gormally, et al., and Chan v. Gormally, et al. On November 9, 2018, Cale Watts (“Watts Plaintiff”) filed a verified shareholder derivative complaint alleging violations of the Securities Exchange Act of 1934, breach of fiduciary duty, unjust enrichment, and waste of corporate assets based on alleged material weaknesses in controls, management, and documentation (the “Watts Action”). On January 14, 2019, the parties reached an agreement in principle to settle the Watts Action that included corporate reforms and a payment of attorneys’ fees of $200,000. The parties finalized a Stipulation of Settlement on March 4, 2019. On February 7, 2019, Tiffany Chan, Jasmine Henderson, and Don Danesh (“Chan Plaintiffs”) filed a verified shareholder derivative complaint alleging violations of Section 14(a) of the Exchange Act and SEC Rule 14a-9, breach of fiduciary duty, unjust enrichment, and waste of corporate assets based on the same circumstances as the Watts Action (the “Chan Action”). The Chan Action further alleged that the Company should not have settled the Watts Action because the Watts Action plaintiffs lacked standing and the settlement would cause irreparable harm to the Company and its shareholders. On March 22, 2019, the Watts Plaintiff filed a motion for preliminary approval of the proposed settlement, approving the proposed form and method of providing notice of the settlement, scheduling a hearing for final approval of the settlement (“Watts Motion for Preliminary Approval”). On April 1, 2019, the Chan Plaintiffs filed an Opposition to the Motion for Preliminary Approval and a Motion to Intervene and Stay Proceedings (“Motion to Intervene and Stay”). Subsequently, the Watts Plaintiff, Chan Plaintiffs, and Defendants reached an agreement in principle to settle the Watts and Chan Actions that included corporate reforms and a payment of attorneys’ fees of $325,000. On October 2, 2019, the Watts Plaintiff filed an Unopposed Motion for Preliminary Approval of the Settlement (the “Omnibus Motion for Preliminary Approval”). The Omnibus Motion for Preliminary Approval was granted on January 8, 2020. Plaintiffs filed a motion for final approval of the proposed settlement by May 7, 2020. On May 28, 2020, the Court entered a final order and judgment approving the settlement. The resolution of this matter had no significant impact on the consolidated financial statements of the Company. 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 agreement requires the Company to make a lump sum payment of $1,350,000 to Novotek within 60 days. The Company disbursed the settlement funds on December 31, 2020. The settlement expense is included in Loss from Discontinued Operations on the Consolidated Statements of Comprehensive Loss for the year ended December 31, 2020. Neelima Varma v. Akers Biosciences, Inc. and St. David’s Healthcare Partnership, L.P., LLP CAUSE NO: D-1-GN-19-004262 On July 25, 2019, the Company was notified that on July 23, 2019, a complaint was filed by Neelima Varma, against the Company and St. David’s Healthcare Partnership, L.P., LLP (“St. David’s”), in the district court of Travis County, Texas, alleging, among other things, negligence gross negligence and strict product liability, breach of express warranty, breach of implied warranty and fraudulent misrepresentation and omission with respect to a medical device which the Company had sold through one of its distributors to St. David’s. Mr. Varna was seeking aggregate monetary relief from the company and St. David’s in excess of $1,000,000. The Company carries product liability insurance. On July 29, 2020, this matter was resolved. The resolution of this matter had no significant impact on the consolidated financial statements of the Company. Douglas Carrara v. Akers Biosciences, Inc., John Does 1-10, and XYZ Corp. 1-10, Docket No. ESX-L-5272-19 (N.J. Super. Ct., Essex County): Douglas Carrara, a former executive, sued the Company for breach of contract in connections with the termination of his employment. In his operative Complaint, filed August 9, 2019, Carrara primarily alleged that the Company breached the terms of his employment by failing to pay “severance” after terminating his employment “without cause.” Based on this alleged breach, Carrara sought compensatory damages and damages for lost wages and benefits. Carrara also sought punitive and/or liquidated damages and attorney’s fees. On August 29, 2019, the Company filed an answer to the operative complaint, denying all substantive allegations of wrongdoing. As of July 23, 2020, the parties have resolved all material disputes. The parties are in the process of preparing the appropriate documentation to effectuate this resolution and expect to file a stipulation of dismissal with prejudice shortly. The resolution of this matter had no significant impact on the consolidated financial statements of the Company. 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 the Company 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”) with a fair market value of $2,510,000. Accordingly, for the year ended December 31, 2020, litigation settlement expense of $2,810,000 was recorded in Discontinued Operations on the Consolidated Statements of Comprehensive Loss. 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 Related to the Merger with MYMD Between January 22, 2021 and February 10, 2021, five alleged Akers stockholders filed separate actions in the state and federal courts of New York and New Jersey against Akers and the members of its board of directors, respectively captioned as follows: (i) Douglas McClain v. Akers Biosciences, Inc., et al., Owen Murphy v. Akers Biosciences, Inc., et al. Sue Gee Cheng v. Akers Biosciences, Inc., et al., Danny Lui v. Akers Biosciences, Inc. et al. Alan Misenheimer v. Akers Biosciences, Inc., et al. MYMD Merger Complaints McClain Lui Murphy, Cheng Misenheimer All legal fees incurred were expensed as and when incurred. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 11 – 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 December 31, 2020. As of December 31, 2020, FCS was considered to be a related party. During the year ended December 31, 2020 and 2019, the Company incurred costs of $14,500 and $38,888, respectively with FCS in connection with these services. As of December 31, 2020, and December 31, 2019 the Company had an obligation to FCS in the amounts of $0 and $18,323, respectively, for these services which is included in trade and other payables in the Consolidated Balance Sheets. As of December 31, 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 Consolidated Balance Sheet. Taglich Brothers, Inc. On November 23, 2020, the Company Mr. Schreiber is the managing director of capital markets at Taglich Brothers, and Mr. Schroeder is the vice president of investment banking at Taglich Brothers. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 12 – 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%. During the years ended December 31, 2020 and 2019, the Company made matching contributions to the 401(k) Plan of $19,571 and $20,420, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events On February 11, 2021, a subscriber to the November 17, 2020 Private Placement directed the Company’s transfer agent to cancel 932,432 common shares purchased and issue 932,432 pre-funded warrants pursuant to the terms of the securities purchase agreement dated November 11, 2020. As a result of this transaction, Akers’ common shares issued and outstanding as of February 26, 2021 was 16,652,829. The conversion had no significant impact on the consolidated financial statements of the Company. |
Description Of Business and Sum
Description Of Business and Summary of Significant Accounting Policies (Mymd Pharmaceuticals Inc.) | 12 Months Ended |
Dec. 31, 2020 | |
Mymd Pharmaceuticals Inc. [Member] | |
Description of Business and Summary of Significant Accounting Policies | Note 1—Description of business and summary of significant accounting policies Description of Business Pending Transactions – Intangible Assets Income Taxes Share-Based Compensation Research and Development Expenses Use of Estimates Subsequent Events |
Liquidity and Capital Resources
Liquidity and Capital Resources (Mymd Pharmaceuticals Inc.) | 12 Months Ended |
Dec. 31, 2020 | |
Mymd Pharmaceuticals Inc. [Member] | |
Liquidity and Capital Resources | Note 2—Liquidity and capital resources Historically, the Company has been primarily engaged in developing MyMD-1. In the course of these activities, the Company has sustained substantial losses. The Company’s ability to fund ongoing operations and future clinical trials required for Food and Drug Administration approval is dependent on the Company’s ability to obtain significant additional external funding in the near term. Since inception, the Company financed its operations through the sale of common stock and related party financings. See Note 3 for details of a related party line of credit established in 2019. In November 2020, the Company entered into a $3,000,000 secured promissory note agreement with Akers. See Note 4 for further details. Upon the consummation of the Merger discussed above in Note 1 with Akers, both the related party loan and line of credit will be repaid in full. Additional sources of financing may be sought by the Company. However, there can be no assurance that any fundraising will be achieved on commercially reasonable terms, if at all. The Company expects to be able to fund operations through the anticipated merger, or through the first quarter of 2022, with available borrowings on the related party line of credit and loan payable. Should actual cash expenditures exceed management’s budget, the Company may be forced to curtail operations along with implementing other cost-saving measures, such as a reduction in staff, reducing the use of outside professional service providers, or significantly modifying or delaying the development of our product candidate. |
Line of Credit, Related Party (
Line of Credit, Related Party (Mymd Pharmaceuticals Inc.) | 12 Months Ended |
Dec. 31, 2020 | |
Mymd Pharmaceuticals Inc. [Member] | |
Line of Credit, Related Party | Note 3—Line of credit, related party In May 2019, the Company entered into a revolving credit facility which allows for borrowings of up to $5,000,000 with a shareholder. The facility had an initial term of 18 months, which was extended to July 31, 2021 and further extended to December 31, 2022, at which time all outstanding borrowings and accrued interest, if any, are due in full. Borrowings accrue interest at a rate of 5% per annum. Pursuant to the terms of the agreement, the Company must issue a number of common stock options to the lender based on the total borrowings under the facility, with each dollar borrowed requiring the issuance of one common stock option. Upon issuance, each common stock option will immediately vest at an exercise price of $1.00. During the years ended December 31, 2020 and 2019, the Company issued 1,385,241 and 1,920,619 common stock options, respectively, to the lender based on actual borrowings. The estimated fair market value of the common stock options totaled $839,456 and $1,165,816 for the year ended December 31, 2020 and 2019, respectively. This has been recorded as a direct reduction in the carrying value of the related debt on the accompanying balance sheets. During 2020, the Company modified the options issued to the counterparty, the fair value of which was recorded as an increase in the debt discount. See Note 7 for more information. As of December 31, 2020, the unamortized debt discount totaled $1,457,882 and the principal balance totaled $3,192,119. The Company anticipates repaying the line of credit when the merger transaction closes, or alternatively through proceeds from an anticipated offering. |
Loan Payable, Related Party (My
Loan Payable, Related Party (Mymd Pharmaceuticals Inc.) | 12 Months Ended |
Dec. 31, 2020 | |
Mymd Pharmaceuticals Inc. [Member] | |
Loan Payable, Related Party | Note 4—Loan payable, related party On November 11, 2020, Akers agreed to loan MyMD up to $3,000,000 pursuant to a secured promissory note. The note bears interest at 5% per annum and is secured by a first lien on MyMD’s assets. All outstanding principal and interest is due upon maturity, the earlier of April 15, 2022 or the date the Akers Merger is consummated. As of December 31, 2020, the principal outstanding balance of the note was $1,200,000. In January 2021, the Company has received an additional $600,000, in proceeds under the secured promissory note. |
Paycheck Protection Program Loa
Paycheck Protection Program Loan (Mymd Pharmaceuticals Inc.) | 12 Months Ended |
Dec. 31, 2020 | |
Mymd Pharmaceuticals Inc. [Member] | |
Paycheck Protection Program Loan | Note 5—Paycheck Protection Program Loan On April 16, 2020, the Company received loan proceeds in the amount of approximately $54,000 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments through the date that the SBA remits the borrower’s loan forgiveness amount to the lender. The Company intends to use the proceeds for purposes consistent with the PPP. While the Company currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the loan, the Company cannot assure that it will not take actions that could cause the Company to be ineligible for forgiveness of the loan, in whole or in part. Accordingly, the Company has classified the loan proceeds in accordance with the payment terms of the PPP loan agreement. Presently, the SBA and other government communications have indicated that all loans in excess of $2 million including loans with affiliates will be subject to audit and that those audits could take up to seven years to complete. If the SBA determines that the PPP loan was not properly obtained and/or expenditures supporting forgiveness were not appropriate, the Company will need to repay some or all of the PPP loan. |
Capital Stock (Mymd Pharmaceuti
Capital Stock (Mymd Pharmaceuticals Inc.) | 12 Months Ended |
Dec. 31, 2020 | |
Capital Stock | Note 8 – Equity The holders of common shares are entitled to one vote per share at meetings of the Company. On December 30, 2019, the Company’s shareholders approved an increase to 100,000,000 of the number of the authorized shares of Common Stock. The holders of preferred shares or preferred warrants are entitled to vote per share, as limited by the Certificate of Designation for each class of preferred shares or warrants, at meetings of the Company. As of December 31, 2020, 50,000,000 shares of Preferred Stock were authorized and four classes of Preferred Stock or Warrants are designated as described below. Series A Convertible Preferred Stock On September 14, 2012, the Company designated 10,000,000 Series A Convertible Preferred Shares, $0.001 par value, with a stated value of $0.0725. The Series A Convertible Preferred Shares have the following rights: Voting Rights Dividends: Liquidation Preferences Conversion Series C Convertible Preferred Stock On December 9, 2019, the Company designated 1,990,000 Series C Convertible Preferred Shares, no par value with a stated value of $4.00. The Series C Preferred Shares have the following rights. Voting Rights Except as otherwise expressly provided or otherwise required by law, the holders of shares of Series C Preferred Stock shall have no voting rights. However, as long as any shares of Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Certificate of Designation, (b) increase the number of authorized shares of Preferred Stock, or (c) enter into any agreement with respect to any of the foregoing. with respect to any of the foregoing Dividends: Except for stock dividends or distributions for which adjustments are to be made, holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of Series C Preferred Stock. Liquidation Preferences Upon any liquidation, dissolution or winding-up of Company, whether voluntary or involuntary (a “ Liquidation Conversion Each share of Series C Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock determined by dividing the Stated Value of such share of Series C Preferred Stock by the Conversion Price then in effect. Series D Convertible Preferred Stock On March 24, 2020, the Company designated 211,353 Series D Convertible Preferred Shares, no par value with a stated value of $0.01 per share and 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 the Company. 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. Series E Junior Participating Preferred Stock (Rights Agreement) On September 9, 2020 the Company designated 100,000 Series E Junior Participating Preferred Shares, no par value with a stated value of $0.001. The Series E Junior Participating Preferred Shares have the following rights. 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. The Company does not anticipate any material impact on the consolidated financial statements. Equity Transactions On December 9, 2019, the Company entered into that certain “Purchase Agreement” pursuant to which the Company agreed to sell an aggregate of 613,500 shares of Common Stock, 1,376,500 pre-funded warrants (the “Pre-funded Warrants”), Preferred ‘C’ warrants to purchase approximately 1,990,000 shares of Common Stock (the “Preferred ‘C’ Warrants”) and Underwriter’s Warrants to purchase approximately 159,200 shares of Common Stock (the “Underwriter’s Warrants”). The combined purchase price for one share of Common Stock was $4.00 and each Pre-funded Warrant was priced at $3.9999 with (the “Offering”). The Purchase Agreement contains customary representations, warranties, and covenants by the Company. Through the Offering, the Company raised proceeds of $6,965,635, net of offering costs of $994,227. Offering costs were allocated on a pro rata basis to the proceeds from the sale of each of the Common Stock and the pre-funded warrants. Each Pre-Funded Warrant has an initial exercise price of $0.0001 per share and is exercisable immediately after the date of issuance. Subject to limited exceptions, a holder of the Pre-Funded Warrants will not have the right to exercise any portion of such securities if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after the exercise. The exercise price of the Pre-Funded Warrants, and in some cases the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, will be subject to adjustment in the event of stock splits, stock dividends, combinations, rights offerings and similar events affecting the Common Stock. The pre-funded warrants represented prepaid equity forward contracts that were equity classified, as they were not subject to ASC 480 and did not meet the definition of a derivative under ASC 815 due to their requiring a substantial upfront payment. Each Preferred ‘C’ Warrant has an initial exercise price of $4.00 per share, is exercisable immediately after the date of issuance and will expire five years from December 30, 2019, the date it became exercisable. Subject to limited exceptions, a holder of the Preferred ‘C’ Warrants will not have the right to exercise any portion of such securities if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after the exercise. The exercise price of the Preferred ‘C’ Warrants, and in some cases the number of shares of Common Stock issuable upon exercise of the Preferred ‘C’ Warrants, will be subject to adjustment in the event of stock splits, stock dividends, combinations, rights offerings and similar events affecting the Common Stock. Each Underwriter’s Warrant has an initial exercise price of $5.00 per share, will be exercisable immediately after the date of issuance and will expire five years from December 30, 2019, the date it became exercisable. Subject to limited exceptions, a holder of the Underwriter’s Warrants will not have the right to exercise any portion of such securities if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after the exercise. The exercise price of the Underwriter’s Warrants, and in some cases the number of shares of Common Stock issuable upon exercise of the Underwriter’s Warrants, will be subject to adjustment in the event of stock splits, stock dividends, combinations, rights offerings and similar events affecting the Common Stock. In addition, the Warrants provide that, in the event of a fundamental transaction (as such term is described in the Warrant), the holder of such Warrant, at the holder’s option, may receive, for each warrant share (as such term is described in the Warrant) that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such fundamental transaction by a holder of the number of shares of Common Stock for which the Warrant is exercisable immediately prior to such fundamental transaction. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a fundamental transaction, then the holder shall be given the same choice as to the alternate consideration it receives upon any exercise of the Warrant following such fundamental transaction. The Company shall cause any successor entity (as such term is described in the Warrant), at the option of the holder, to deliver to the holder in exchange for the Warrant a security of the successor entity evidenced by a written instrument substantially similar in form and substance to the Warrant which is exercisable for a corresponding number of shares of capital stock of such successor entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of the Warrant (without regard to any limitations on the exercise of this Warrant) prior to such fundamental transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock. The Offering was made pursuant to a registration statement on Form S-1 (Files No. 333-234447 and 333-235359 previously filed with the Securities and Exchange Commission on November 1, 2019 and declared effective on December 5, 2019. Such securities are being offered only by means of a prospectus. During the year ended December 31, 2019, pursuant to his October 2018 employment agreement, the Company issued 1,563 shares of Common Stock under the 2017 Plan to Mr. Yeaton, with a fair value on the date of grant, of $27,367. 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 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. 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 $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. On November 17, 2020, pursuant to the Private Placement SPA, the Company issued and sold in the Private Placement an aggregate of 8,725,393 shares of its common stock and 1,040,540 Pre-Funded Warrants at an offering price of $1.85 per share, for gross and net proceeds of $18,066,976 and $16,362,786, respectively. In connection with the Private Placement, the Company issued Investor Warrants to purchase up to 9,765,933 shares of common stock at an exercise price of $2.06. The Investor Warrants are 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 and one-half years from the effective date of the Private Placement. In connection with the Private Placement, the Company issued to the Placement Agent or designees the Placement Agent Warrants to purchase up to 390,368 shares of its common stock at an exercise price of $1.85 in a private placement. The Placement Agent Warrants are 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 and one-half years from the effective date of the Private Placement. During the year ended December 31, 2020, 138,361 shares of Series D Preferred Stock were converted to 138,361 common shares. As of December 31, 2020, 72,992 shares of Series D Preferred Stock were issued and outstanding. During the year ended December 31, 2020, warrants to purchase an aggregate of 1,935,000 shares of Series C Convertible Preferred Stock were exercised at an exercise price of $4.00 per share, yielding proceeds of $7,740,000 and immediately converted to 1,935,000 shares of common stock. During the year ended December 31, 2020, Pre-Funded Warrant holders from the December 9, 2019 public offering exercised warrants for the purchase of 795,000 shares of Common Stock, with an exercise price of $0.0001 per common share, raising net proceeds of $80. |
Mymd Pharmaceuticals Inc. [Member] | |
Capital Stock | Note 6—Capital stock Classes of Stock Share Issuance |
Share-Based Compensation (Mymd
Share-Based Compensation (Mymd Pharmaceuticals Inc.) | 12 Months Ended |
Dec. 31, 2020 | |
Share-Based Compensation | Note 7 - Share-based Compensation 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 December 31, 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 December 31, 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 Stock Incentive Plan (“2018 Plan”). On August 27, 2020, the 2019 Plan was modified to increase the total authorized shares. The 2018 Plan, as amended, provides for the issuance of up to 1,120,125 shares of the Company’s common stock. As of December 31, 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 years ended December 31, 2020: Weighted Average Weighted Weighted Remaining Number Average Average Contractual Aggregate of Exercise Grant Date Term Intrinsic Shares Price Fair Value (years) Value Balance at December 31, 2019 40 $ 236.16 $ 151.68 0.99 $ - Granted - - - - - Exercised - - - - - Forfeited - - - - Canceled/Expired (40 ) $ 236.16 $ 151.68 0.24 - Balance at December 31, 2020 - $ - $ - - $ - Exercisable as of December 31, 2020 - $ - $ - - $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $1.99 for the Company’s common shares on December 31, 2020. As the closing stock price on December 31, 2020 is lower than the exercise price, there is no intrinsic value to disclose. The Company had no outstanding stock options as of December 31, 2020. During the years ended December 31, 2020 and 2019, the Company incurred stock option expenses totaling $0 and $0, respectively. Restricted Stock Units On March 29, 2019, the Compensation Committee of the Board of Directors approved the grant of 5,201 Restricted Stock Units (“RSU”) to each of the three directors. Each RSU had a grant date fair value of $23.28 which shall be amortized on a straight-line basis over the vesting period into administrative expenses within the Consolidated Statement of Comprehensive Loss. Such RSUs were granted under the 2018 Plan, and vested on January 1, 2020. Upon vesting, such RSUs shall be settled with the issuance of common stock. The Company stock underlying these RSUs are subject to a lock-up/leak-out agreement for a period of 180 days from the effective date of the merger with MyMD (Note 3). On September 11, 2020, the Compensation Committee of the Board of Directors approved grants totaling 789,360 Restricted Stock Units to the Company’s four directors. Each RSU had a grant date fair value of $2.24 which shall be amortized on a straight-line basis over the vesting period into administrative expenses within the Consolidated Statement of Comprehensive Loss. Such RSUs were granted under the 2018 Plan, as amended. Fifty percent (50%) of each RSU will vest on the first anniversary date of the Grant and the remaining fifty percent (50%) will vest on the second anniversary date; 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 of control, or (ii) the director’s termination of employment of service by the Company was without cause. As of December 31, 2020, the unamortized value of the RSUs was $1,364,879. A summary of activity related to the RSUs for the year ended December 31, 2020 is as follows: Weighted Average Number of Grant Date RSUs Fair Value Balance at December 31, 2019 15,603 $ 23.28 Granted 789,360 2.24 Exercised - - Forfeited - - Vested (15,603 ) 23.28 Canceled/Expired - - Balance at December 31, 2020 $ 789,360 $ 2.24 Exercisable as of December 31, 2020 $ - $ - During the years ended December 31, 2020 and 2019, the Company incurred RSU expense of $404,589 and $362,005, respectively. Common Stock Warrants The table below summarizes the warrant activity for the year ended December 31, 2020: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2019 247,215 $ 29.79 4.72 $ - Granted 10,678,737 2.16 5.36 - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2020 10,925,952 $ 2.78 5.31 $ - Exercisable as of December 31, 2020 10,925,952 $ 2.78 5.31 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $1.99 for the Company’s common shares on December 31, 2020. All warrants were vested on date of grant. Pre-funded Common Stock Warrants The table below summarizes the pre-funded warrant activity for the year ended December 31, 2020: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2019 795,000 $ 0.0001 - $ 2,543,921 Granted 1,040,540 0.001 - - Exercised (795,000 ) 0.0001 - - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2020 1,040,540 $ 0.001 - $ 2,069,634 Exercisable as of December 31, 2020 1,040,540 $ 0.001 - $ 2,069,634 All pre-funded warrants were vested on date of grant and are exercisable at any time. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying award and the closing stock price of $1.99 for the Company’s common shares on December 31, 2020. During the year ended December 31, 2020, pre-funded warrants to purchase 795,000 shares of common stock were exercised at an exercise price of $0.0001 per share, yielding net proceeds of $80. Preferred Series ‘C’ Stock Warrants The table below summarizes the warrant activity for the year ended December 31, 2020: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2019 1,990,000 $ 4.00 5.00 $ - Granted - - - - Exercised (1,935,000 ) 4.00 - - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2020 55,000 $ 4.00 3.94 $ - Exercisable as of December 31, 2020 55,000 $ 4.00 3.94 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $1.99 for the Company’s common shares on December 31, 2020. All preferred series ‘C’ warrants were vested on date of grant. During the year ended December 31, 2020, 1,935,000 warrants to purchase 1,935,000 shares of the Company’s common stock were exercised yielding net proceeds of $7,740,000. |
Mymd Pharmaceuticals Inc. [Member] | |
Share-Based Compensation | Note 7—Share-based compensation In 2016, the Company adopted the MyMD Pharmaceuticals, Inc. Amended and Restated 2016 Equity Incentive Plan (the “Plan”) to enable the Company to grant options to purchase common stock to employees, consultants, and non-employee directors of the Company. The Company has currently reserved 50,000,000 shares of its common stock for issuance under the Plan. Following is the status of outstanding stock options as of December 31, 2020 and 2019 and changes therein for the years then ended: Weighted Weighted Average Average Number Exercise Remaining of Shares Price Life Outstanding December 31, 2018 31,332,500 $ 1.00 9.21 Years Granted 8,010,619 $ 1.00 Outstanding December 31, 2019 39,343,119 $ 1.00 8.52 Years Granted 2,810,241 $ 1.00 Cancelled (31,300,000 ) $ 1.00 Outstanding December 31, 2020 10,853,360 $ 1.00 7.98 Years All stock options outstanding as of December 31, 2020 and 2019 are fully vested and exercisable. As of December 31, 2020, there was no unrecognized share-based compensation. During 2020, the Company and a shareholder entered into an option termination agreement in connection with the proposed merger. As a result, 31,300,000 fully vested stock options were cancelled. On November 10, 2020, the Company amended its non-qualified stock option award agreement for all outstanding options. The amendment provided that the remaining term of the Option will continue until the second anniversary of the completion of a Reorganization Event, which will be deemed to have occurred upon the consummation of the pending merger with Akers discussed above in Note 1. As such, all outstanding options will expire two years after the merger transaction has been completed. In conjunction with this option modification, the Company recorded $2,009,145 of expense for the additional value provided to the option holders. Additionally, the Company recorded $880,020, of debt discount relating to outstanding options issued in conjunction with the related party line of credit discussed above in Note 3. This has been recorded as a direct reduction in the carrying value of the related debt on the accompanying balance sheets. The following table shows the assumptions used in calculating the fair value under the Black-Scholes option valuation model for stock options issued by the Company during the years ended December 31, 2020 and 2019: December 31, December 31, 2020 2019 Common stock grant date fair value $ 1.00 $ 1.00 Risk free interest rate 0.27% - 1.43 % 1.37% - 2.42 % Expected dividend yield 0 % 0 % Expected term 5 years 5 years Expected stock volatility 73.0% - 75.8 % 70.9% - 72.4 % |
Patent Assignment and Royalty A
Patent Assignment and Royalty Agreement (Mymd Pharmaceuticals Inc.) | 12 Months Ended |
Dec. 31, 2020 | |
Mymd Pharmaceuticals Inc. [Member] | |
Patent Assignment and Royalty Agreement | Note 8—Patent assignment and royalty agreement In November 2016, the Company entered into an agreement with the holders of certain intellectual property relating to the Company’s current product candidate. Under the terms of the agreement, the counterparty assigned its rights and interest in certain patents to the Company in exchange for future royalty payments based on a fixed percentage of future revenues, as defined. The agreement is effective until the later of (1) the date of expiration of the assigned patents or (2) the date of expiration of the last strategic partnership or licensing agreement including the assigned patents. |
Related Party Transactions (Mym
Related Party Transactions (Mymd Pharmaceuticals Inc.) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions | Note 11 – 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 December 31, 2020. As of December 31, 2020, FCS was considered to be a related party. During the year ended December 31, 2020 and 2019, the Company incurred costs of $14,500 and $38,888, respectively with FCS in connection with these services. As of December 31, 2020, and December 31, 2019 the Company had an obligation to FCS in the amounts of $0 and $18,323, respectively, for these services which is included in trade and other payables in the Consolidated Balance Sheets. As of December 31, 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 Consolidated Balance Sheet. Taglich Brothers, Inc. On November 23, 2020, the Company Mr. Schreiber is the managing director of capital markets at Taglich Brothers, and Mr. Schroeder is the vice president of investment banking at Taglich Brothers. |
Mymd Pharmaceuticals Inc. [Member] | |
Related Party Transactions | Note 9—Related party transactions Line of Credit Loan Payable Travel Expenses |
Description Of Business and S_2
Description Of Business and Summary of Significant Accounting Policies (Supera Pharmaceuticals, Inc.) | 12 Months Ended |
Dec. 31, 2020 | |
Supera Pharmaceuticals, Inc. [Member] | |
Description of Business and Summary of Significant Accounting Policies | Note 1—Description of business and summary of significant accounting policies Description of Business The Company’s intellectual property portfolio consists of one pending US application and seven pending foreign counterparts. Ongoing pre-clinical work is expected to accelerate in 2021. Pending Transactions - Agreement”) with MyMD Pharmaceuticals, Inc. (“MyMD”), a related company though common control, whereby the Company will be acquired by MyMD through the issuance of 33,937,909 shares of common stock. MyMD entered into the MyMD Agreement concurrently with a Plan of Merger (the “Akers Merger”) that contemplates the merger of MYMD with Akers Biosciences, Inc., an existing NASDAQ listed public company. The Combined company is expected to be renamed MyMD Pharmaceuticals Inc. and remain listed on the NASDAQ under the new ticker symbol “MYMD”. The combined company will be led by Chris Chapman, MD, who is President and Chief Medical Officer of MyMD and Adam Kaplin, MD, who is Chief Scientific Officer of MyMD. The combined company is planned to be headquartered in Baltimore, Maryland. Current Akers’ shareholders will own approximately 20% of the combined company and current MyMD’s shareholders will own approximately 80% of the combined company. The merger agreement also provides for additional contingent payments in cash and shares to the stockholders of MyMD under certain circumstances. The merger is expected to close in the first half of 2021 and is contingent upon the approval of a shareholder vote of both the Company and Akers. As of February 23, 2021, neither the MyMD Agreement nor the Akers Merger has been finalized. Income Taxes Research and Development Expenses Use of Estimates Subsequent Events |
Liquidity and Capital Resourc_2
Liquidity and Capital Resources (Supera Pharmaceuticals, Inc.) | 12 Months Ended |
Dec. 31, 2020 | |
Supera Pharmaceuticals, Inc. [Member] | |
Liquidity and Capital Resources | Note 2—Liquidity and capital resources Historically, the Company has been primarily engaged in pursuing its intellectual property and pre-clinical development activities related to its product candidate “Supera-1R”. In the course of these activities, the Company has sustained substantial losses. The Company’s ability to fund ongoing operations and future research and development required for Food and Drug Administration approval is dependent on the Company’s ability to obtain significant additional external funding in the near term. This additional funding may not be available under commercially reasonable terms. The Company expects to be able to fund operations through the anticipated merger, or through the first quarter of 2022, with available borrowings from related parties. However, should actual cash expenditures exceed management’s budget, the Company may be forced to curtail operations along with implementing other cost-saving measures, such as reducing the use of outside professional service providers, or significantly modifying or delaying the pre-clinical development of our product candidate. |
Related Party Transactions (Sup
Related Party Transactions (Supera Pharmaceuticals, Inc.) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions | Note 11 – 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 December 31, 2020. As of December 31, 2020, FCS was considered to be a related party. During the year ended December 31, 2020 and 2019, the Company incurred costs of $14,500 and $38,888, respectively with FCS in connection with these services. As of December 31, 2020, and December 31, 2019 the Company had an obligation to FCS in the amounts of $0 and $18,323, respectively, for these services which is included in trade and other payables in the Consolidated Balance Sheets. As of December 31, 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 Consolidated Balance Sheet. Taglich Brothers, Inc. On November 23, 2020, the Company Mr. Schreiber is the managing director of capital markets at Taglich Brothers, and Mr. Schroeder is the vice president of investment banking at Taglich Brothers. |
Supera Pharmaceuticals, Inc. [Member] | |
Related Party Transactions | Note 3—Related party transactions Travel Line of Credit |
Paycheck Protection Program L_2
Paycheck Protection Program Loan (Supera Pharmaceuticals, Inc.) | 12 Months Ended |
Dec. 31, 2020 | |
Supera Pharmaceuticals, Inc. [Member] | |
Paycheck Protection Program Loan | Note 4—Paycheck Protection Program Loan On April 30, 2020, the Company received loan proceeds in the amount of approximately $16,600 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the contractual period. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments through the date that the SBA remits the borrower’s loan forgiveness amount to the lender. The Company intends to use the proceeds for purposes consistent with the PPP. While the Company currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the loan, the Company cannot assure that it will not take actions that could cause the Company to be ineligible for forgiveness of the loan, in whole or in part. Accordingly, the Company has classified the loan proceeds in accordance with the payment terms of the PPP loan agreement. Presently, the SBA and other government communications have indicated that all loans in excess of $2 million including loans with affiliates will be subject to audit and that those audits could take up to seven years to complete. If the SBA determines that the PPP loan was not properly obtained and/or expenditures supporting forgiveness were not appropriate, the company will need to repay some or all of the PPP loan. |
Patent Assignment and Royalty_2
Patent Assignment and Royalty Agreement (Supera Pharmaceuticals, Inc.) | 12 Months Ended |
Dec. 31, 2020 | |
Supera Pharmaceuticals, Inc. [Member] | |
Patent Assignment and Royalty Agreement | Note 5—Patent assignment and royalty agreement In November 2020, the Company entered into an agreement with the holders of certain intellectual property relating to the Company’s current product candidate. Under the terms of the agreement, the counterparty assigned its rights and interest in certain patents to the Company in exchange for future royalty payments based on a fixed percentage of future revenues, as defined. The agreement is effective until the later of (1) the date of expiration of the assigned patents or (2) the date of expiration of the last strategic partnership or licensing agreement including the assigned patents. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The accompanying consolidated financial statements for the years ended December 31, 2020 and 2019 have been prepared in accordance and in conformity with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding consolidated financial information. On November 25, 2019, the Company effectuated a reverse stock split of its shares of Common Stock whereby every twenty-four (24) pre-split shares of Common Stock were exchanged for one (1) post-split share of the Company’s Common Stock (“Reverse Stock Split”). No fractional shares were issued in connection with the Reverse Stock Split and the remaining fractions were rounded up to the next whole share. Shareholders who would otherwise have held a fractional share of the Common Stock were given one additional full share of the Company’s Common Stock. Share amounts presented in these consolidated financial statements have been adjusted to reflect the Reverse Stock Split. |
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 are included in the following notes for revenue recognition, allowances for doubtful accounts, inventory valuations, impairment of intangible assets and valuation of share-based payments. |
Functional and Presentation Currency | (c) Functional and Presentation Currency These consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency. All financial information presented in U.S. Dollars 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 Consolidated Statements of Comprehensive Loss. |
Comprehensive Loss | (d) Comprehensive Loss The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive 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 December 31, 2020 and 2019, restricted cash included in non-current assets on the Company’s Consolidated Balance Sheets was $0 and $115,094, respectively, 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 December 31, 2020 and December 31, 2019. Marketable Securities: Quoted Prices in Active Markets for Identical Assets or Liabilities Quoted Prices for Similar Assets or Liabilities in Active Markets Significant Unobservable Marketable securities at December 31, 2020 $ 16,718,452 $ - $ - Marketable securities 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 December 31, 2020, the Company held certain mutual funds which, under FASB ASC 321-10, were considered equity investments. As such, the change in fair value in the year ended December 31, 2020 of a gain of $54,100 includes the reclassification of the accumulated other comprehensive income of $17,886 as of December 31, 2019, which was included in net loss from continuing operations in the Consolidated Statements of Comprehensive Loss. Gains and losses resulting from the sales of marketable securities were (losses) and gains of ($36,714) and $3,952 for the years ended December 31, 2020 and 2019, respectively Proceeds from the sales of marketable securities in the years ended December 31, 2020 and 2019 were $2,314,374 and $2,857,960, respectively. |
Trade Receivables and Allowance for Doubtful Accounts | (h) Trade Receivables and Allowance for Doubtful Accounts The carrying amounts of current trade receivables is stated at cost, net of allowance for doubtful accounts and approximate their fair value given their short-term nature. The normal credit terms extended to customers ranges 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. As of December 31, 2020, and 2019, allowances for doubtful accounts for trade receivables were $0. Bad debt expenses for trade receivables were $0 and $5,325 for the years ended December 31, 2020 and 2019. |
Other Receivables | (i) Other Receivables Further to the Company’s pursuit of strategic alternatives, pursuant to an unsecured promissory note dated July 4, 2019, on July 25, 2019 the Company advanced $100,000 to a company in the hemp related industry with which the Company had been considering a potential business transaction. Discussions with this party toward a potential transaction have been suspended. During the year ended December 31, 2020, the Company deemed the promissory note uncollectable and wrote the note off against the reserve. During the year ended December 31, 2020, the Company advanced MYMD $1,200,000 under a Secured Promissory Note. The Company advanced two additional draws of $600,000, or $1,200,000 cumulatively, on January 21, 2021 and February 25, 2021 to MYMD under this secured promissory note (see Note 3). As of December 31, 2020 and 2019, allowance for doubtful accounts for other receivables was $0 and $100,000, respectively. Bad debts expense for other receivables were $0 and $100,000 for the years ended December 31, 2020 and 2019. |
Prepaid Expenses | (j) 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 | (k) Concentrations Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial institutions and accounts receivable. 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. |
Risk Management of Cash Investments | (l) Risk Management of Cash Investments It is the Company’s policy to minimize the Company’s capital resources to investment risks, prioritizing the preservation of capital over investment returns. Investments are maintained in securities, primarily publicly traded, short-term money market funds based on highly rated federal, state and corporate bonds, that minimize the risk to the Company’s capital resources and provide ready access to funds. The Company’s investment portfolios are regularly monitored for risk and are held with two brokerage firms. |
Property, Plant and Equipment | (m) 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 amount of property, plant and equipment and are recognized within “other (income)/expense” in the Consolidated Statements of Comprehensive Loss. Depreciation is recognized in profit and loss on the 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. The estimated useful lives for the current and comparative periods are as follows: Useful Life (in years) Plant and equipment 5-12 Furniture and fixtures 5-10 Computer equipment & software 3-5 Leasehold Improvements Shorter of the Depreciation methods, useful lives and residual values are reviewed at each reporting date. |
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 our Consolidated Statements of Comprehensive Loss. Patents and Trade Secrets The Company has developed or acquired several diagnostic tests that can detect the presence of various substances in a person’s breath, blood, urine and saliva. Propriety protection for the Company’s products, technology and process is important to its competitive position. As of December 31, 2019, the Company has ten patents from the United States Patent Office in effect. Other patents are in effect in Australia through the Design Registry European Union Patents, in Hong Kong and in Japan. Patents are in the national phase of prosecution in many Patent Cooperation Treaty participating countries. Additional proprietary technology consists of numerous different inventions. Management intends to protect all other intellectual property (e.g. copyrights, trademarks and trade secrets) using all legal remedies available to the Company. Patent Costs Costs associated with applying for patents are capitalized as patent costs. Once the patents are approved, the respective costs are amortized over their estimated useful lives (maximum of 17 years) on a straight-line basis and assessed for impairment when necessary. Patent pending costs for patents that are not approved are charged to the Consolidated Statements of Comprehensive Loss the year the patent is rejected. In addition, patents may be purchased from third parties. The costs of acquiring the patent are capitalized as patent costs if it represents a future economic benefit to the Company. Once a patent is acquired it is amortized over its remaining useful life and assessed for impairment when necessary. Other Intangible Assets Other intangible assets that are acquired by the Company, which have definite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses. Amortization 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. The estimated useful lives for the current and comparative periods are as follows: Useful Life (in years) Patents and trademarks 12-17 |
Right-of-Use Assets | (o) Right-of-Use Assets The Company leased 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. The lease terminated on November 30, 2020, at the lessor’s request, and the property was handed over to the property manager on November 30, 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 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 lease expense, including CAM charges was $154,362 for the year ended December 31, 2020. Other information related to leases is presented below: Other information As of Operating cash used by operating leases $ 151,640 Weighted-average remaining lease term – operating leases (in months) - Weighted-average discount rate – operating leases 10 % |
Recoverability of Long Lived Assets | (p) Recoverability of Long-Lived Assets In accordance with FASB ASC 360-10-35 “Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets. |
Investments | (q) Investments In accordance with FASB ASC 323, the Company recognizes investments in joint ventures based upon the Company’s ability to significantly influence the operational or financial policies of the joint venture. An objective judgment of the level of influence is made at the time of the investment based upon several factors including, but not limited to the following: a) Representation on the Board of Directors b) Participation in policy-making processes c) Material intra-entity transactions d) Interchange of management personnel e) Technological dependencies f) Extent of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small. The Company follows the equity method for valuating investments in joint ventures when the existence of significant influence over operational and financial policy has been established, as determined by management; otherwise, the Company will valuate these investments using the cost method. Investments recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other than temporary decrease in value shall be recognized. As and when circumstances and facts change, the Company will evaluate the Company’s ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for using the cost method to the equity method of valuation. |
Revenue Recognition | (r) Revenue Recognition Beginning on January 1, 2019, the Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the 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 our 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 has not historically experienced customer returns of its products. 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. The Company provides for rebates to its distributors. |
Income Taxes | (s) 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. For the years ended December 31, 2020 and 2019, no liability for unrecognized tax benefits was required to be reported. There is no income tax benefit for the losses for the years ended December 31, 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 years ended December 31, 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. |
Research and Development Costs | (t) Research and Development Costs In accordance with FASB ASC 730, |
Shipping and Handling Fees and Costs | (u) Shipping and Handling Fees and Costs The Company charges actual shipping costs plus a handling fee to customers which are classified as product revenue in the Consolidated Statement of Comprehensive Loss. Shipping and other related delivery costs, including those for incoming raw materials are classified as product cost of sales. |
Stock-based Payments | (v) Stock-based Payments The Company accounts for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. Prior to this Update, Topic 718 applied only to share-based transactions to employees. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The Company has elected to account for forfeiture of stock-based awards as they occur. |
Basic and Diluted Earnings Per Share of Common Stock | (w) 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. As the Company reported a net loss for the years ended December 31, 2020 and 2019, respectively, common stock equivalents were anti-dilutive. Diluted net loss per share is computed using the weighted average number of common and dilutive potential common shares outstanding during the years ended December 31, 2020 and 2019. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Years Ended December 31, 2020 2019 Stock Options - 40 Restricted Stock Units 789,360 15,603 Warrants to purchase Common Stock 10,925,952 247,215 Pre-funded Warrants to purchase Common Stock 1,040,540 795,000 Warrants to purchase Series C Preferred Stock 55,000 1,990,000 Series D Convertible Preferred Stock 72,992 - Total potentially dilutive shares 12,883,844 3,047,858 |
Discontinued Operations | (x) 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 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 | (y) 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. 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 consolidated financial statements upon the adoption of this ASU. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815): (I) Accounting for Certain Financial Instruments with Down Round Features, (II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. |
Reclassifications | (z) Reclassifications Certain reclassifications were made to the reported amounts in these consolidated financial statements as of December 31, 2019 to conform to the presentation as of December 31, 2020. |
Description Of Business and S_3
Description Of Business and Summary of Significant Accounting Policies (Policies) (Mymd Pharmaceuticals Inc.) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | (s) 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. For the years ended December 31, 2020 and 2019, no liability for unrecognized tax benefits was required to be reported. There is no income tax benefit for the losses for the years ended December 31, 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 years ended December 31, 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. |
Research and Development Expenses | (t) Research and Development Costs In accordance with FASB ASC 730, |
Use of Estimates | (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 are included in the following notes for revenue recognition, allowances for doubtful accounts, inventory valuations, impairment of intangible assets and valuation of share-based payments. |
Mymd Pharmaceuticals Inc. [Member] | |
Description of Business | Description of Business |
Pending Transactions | Pending Transactions – |
Intangible Assets | Intangible Assets |
Income Taxes | Income Taxes |
Share-Based Compensation | Share-Based Compensation |
Research and Development Expenses | Research and Development Expenses |
Use of Estimates | Use of Estimates |
Subsequent Events | Subsequent Events |
Description Of Business and S_4
Description Of Business and Summary of Significant Accounting Policies (Policies) (Supera Pharmaceuticals, Inc.) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | (s) 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. For the years ended December 31, 2020 and 2019, no liability for unrecognized tax benefits was required to be reported. There is no income tax benefit for the losses for the years ended December 31, 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 years ended December 31, 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. |
Research and Development Expenses | (t) Research and Development Costs In accordance with FASB ASC 730, |
Use of Estimates | (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 are included in the following notes for revenue recognition, allowances for doubtful accounts, inventory valuations, impairment of intangible assets and valuation of share-based payments. |
Supera Pharmaceuticals, Inc. [Member] | |
Description of Business | Description of Business The Company’s intellectual property portfolio consists of one pending US application and seven pending foreign counterparts. Ongoing pre-clinical work is expected to accelerate in 2021. |
Pending Transactions | Pending Transactions - Agreement”) with MyMD Pharmaceuticals, Inc. (“MyMD”), a related company though common control, whereby the Company will be acquired by MyMD through the issuance of 33,937,909 shares of common stock. MyMD entered into the MyMD Agreement concurrently with a Plan of Merger (the “Akers Merger”) that contemplates the merger of MYMD with Akers Biosciences, Inc., an existing NASDAQ listed public company. The Combined company is expected to be renamed MyMD Pharmaceuticals Inc. and remain listed on the NASDAQ under the new ticker symbol “MYMD”. The combined company will be led by Chris Chapman, MD, who is President and Chief Medical Officer of MyMD and Adam Kaplin, MD, who is Chief Scientific Officer of MyMD. The combined company is planned to be headquartered in Baltimore, Maryland. Current Akers’ shareholders will own approximately 20% of the combined company and current MyMD’s shareholders will own approximately 80% of the combined company. The merger agreement also provides for additional contingent payments in cash and shares to the stockholders of MyMD under certain circumstances. The merger is expected to close in the first half of 2021 and is contingent upon the approval of a shareholder vote of both the Company and Akers. As of February 23, 2021, neither the MyMD Agreement nor the Akers Merger has been finalized. |
Income Taxes | Income Taxes |
Research and Development Expenses | Research and Development Expenses |
Use of Estimates | Use of Estimates |
Subsequent Events | Subsequent Events |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Marketable Securities | Quoted Prices in Active Markets for Identical Assets or Liabilities Quoted Prices for Similar Assets or Liabilities in Active Markets Significant Unobservable Marketable securities at December 31, 2020 $ 16,718,452 $ - $ - Marketable securities at December 31, 2019 $ 9,164,273 $ - $ - |
Schedule of Estimated Useful Life of Property Plant and Equipment | The estimated useful lives for the current and comparative periods are as follows: Useful Life (in years) Plant and equipment 5-12 Furniture and fixtures 5-10 Computer equipment & software 3-5 Leasehold Improvements Shorter of the |
Schedule of Estimated Useful Life of Other Intangible Assets | The estimated useful lives for the current and comparative periods are as follows: Useful Life (in years) Patents and trademarks 12-17 |
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 $ 151,640 Weighted-average remaining lease term – operating leases (in months) - Weighted-average discount rate – operating leases 10 % |
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 Years Ended December 31, 2020 2019 Stock Options - 40 Restricted Stock Units 789,360 15,603 Warrants to purchase Common Stock 10,925,952 247,215 Pre-funded Warrants to purchase Common Stock 1,040,540 795,000 Warrants to purchase Series C Preferred Stock 55,000 1,990,000 Series D Convertible Preferred Stock 72,992 - Total potentially dilutive shares 12,883,844 3,047,858 |
Recent Developments, Liquidit_2
Recent Developments, Liquidity and Management's Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Expenses Related Public Offering [Domain] | |
Summary of Milestone Events Payment | 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. |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Trade and Other Payables | Trade and other payables consist of the following: December 31, 2020 December 31, 2019 Accounts Payable – Trade $ 569,999 $ 599,306 Accrued Expenses 123,613 232,827 Deferred Compensation - 59,750 Accounts Payable – Other (Note 3) 1,510,290 - $ 2,203,902 $ 891,883 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The assets and liabilities of the discontinued operations have been reflected in the Consolidated Balance Sheet as of December 31, 2020 and consist of the following: As of December 31, 2020 Current Assets: Prepaid Expenses $ 12,002 Total Assets $ 12,002 Current Liabilities: Trade and Other Payables of Discontinued Operations $ 59,393 Total Current Liabilities 59,393 Non-Current Liabilities - Total Liabilities $ 59,393 Shareholders’ Equity $ - Total Liabilities and Shareholders’ Equity $ 59,393 The results from the discontinued operations have been reflected in the Consolidated Statement of Comprehensive Loss for the year ended December 31, 2020 and consist of the following: For the Year Ended December 31, 2020 Product Revenue $ 361,827 Product Cost of Sales (659,405 ) Gross Loss (297,578 ) Research and Development Expenses 2,788 Administrative Expenses 417,730 Sales and Marketing Expenses 51,311 Regulatory and Compliance Expenses 197,312 Litigation Settlement Expenses 3,981,131 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 $ (5,428,395 ) 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 53,172 334,059 Current Assets – discontinued operations - (295,038 ) 295,038 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 33,574 - Intangible assets, net 170,423 170,423 - Other assets 2,722 - 2,722 Non-current Assets – discontinued operations (456,305 ) 456,305 Total Non-Current Assets 574,121 - 574,121 Total Assets $ 10,884,935 $ - $ 10,884,935 LIABILITIES Current Liabilities Trade and Other Payables 1,529,765 637,882 891,883 Current Liabilities – discontinued operations - (637,882 ) 637,882 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 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 Consolidated Statement of Comprehensive Loss for the year ended December 31, 2019 were as follows: For the Year Ended December 31, 2019 As Previously Reported Adjusted As Revised Product Revenue $ 1,577,033 $ 1,577,033 $ - Product Cost of Sales (1,098,286 ) (1,098,286 ) - Gross Income 478,747 478,747 - Research and Development Expenses - - - Administrative Expenses 3,728,514 356,411 3,372,103 Sales and Marketing Expenses 238,036 213,036 25,000 Compliance and Regulatory Expenses 276,788 276,788 - Litigation Settlement Expenses 141,478 66,478 75,000 Amortization of Non-Current Assets 40,008 40,008 - Impairment of Intangible Assets 32,980 32,980 - Loss from Operations (3,979,057 ) (506,954 ) (3,472,103 ) Other (Income) Expense Loss on Disposal of Non-Current Assets 9,576 - 9,576 Foreign Currency Transaction (Gain) Loss 5,051 - 5,051 Gain on Investments (3,952 ) - (3,952 ) Interest and Dividend Income (101,483 ) - (101,483 ) Total Other Income (90,808 ) - (90,808 ) Loss from Continuing Operations (3,888,249 ) - (3,381,295 ) Loss from Discontinued Operations - (506,954 ) (506,954 ) Loss Before Income Taxes (3,888,249 ) - (3,888,249 ) Income Tax Benefit - - - Net Loss (3,888,249 ) - (3,888,249 ) Other Comprehensive Income Net Unrealized Gain on Marketable Securities 43,799 - 43,799 Total Other Comprehensive Income 43,799 - 43,799 Comprehensive Loss $ (3,844,450 ) - $ (3,844,450 ) The depreciation, amortization and significant operating noncash items of the discontinued operations were as follows: For the Year Ended December 31, 2020 2019 Depreciation and amortization $ 29,452 $ 74,064 Impairment of Prepaid Royalties 291,442 - Impairment of intangible assets 152,822 32,980 Impairment of production equipment 18,680 - Inventory adjustment for net realizable value 197,723 - Reserve for obsolete inventory - 371,997 Share based compensation - shares issued to Chubeworkx 2,510,000 - $ 3,200,119 $ 479,041 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Stock Options Activity | The following table summarizes the option activities for the years ended December 31, 2020: Weighted Average Weighted Weighted Remaining Number Average Average Contractual Aggregate of Exercise Grant Date Term Intrinsic Shares Price Fair Value (years) Value Balance at December 31, 2019 40 $ 236.16 $ 151.68 0.99 $ - Granted - - - - - Exercised - - - - - Forfeited - - - - Canceled/Expired (40 ) $ 236.16 $ 151.68 0.24 - Balance at December 31, 2020 - $ - $ - - $ - Exercisable as of December 31, 2020 - $ - $ - - $ - |
Summary of Restricted Stock Units Activity | As of December 31, 2020, the unamortized value of the RSUs was $1,364,879. A summary of activity related to the RSUs for the year ended December 31, 2020 is as follows: Weighted Average Number of Grant Date RSUs Fair Value Balance at December 31, 2019 15,603 $ 23.28 Granted 789,360 2.24 Exercised - - Forfeited - - Vested (15,603 ) 23.28 Canceled/Expired - - Balance at December 31, 2020 $ 789,360 $ 2.24 Exercisable as of December 31, 2020 $ - $ - |
Summary of Warrant Activity | The table below summarizes the warrant activity for the year ended December 31, 2020: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2019 247,215 $ 29.79 4.72 $ - Granted 10,678,737 2.16 5.36 - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2020 10,925,952 $ 2.78 5.31 $ - Exercisable as of December 31, 2020 10,925,952 $ 2.78 5.31 $ - |
Pre-funded Common Stock Warrants [Member] | |
Summary of Warrant Activity | The table below summarizes the pre-funded warrant activity for the year ended December 31, 2020: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2019 795,000 $ 0.0001 - $ 2,543,921 Granted 1,040,540 0.001 - - Exercised (795,000 ) 0.0001 - - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2020 1,040,540 $ 0.001 - $ 2,069,634 Exercisable as of December 31, 2020 1,040,540 $ 0.001 - $ 2,069,634 |
Convertible Preferred Series C Stock Warrants [Member] | |
Summary of Warrant Activity | The table below summarizes the warrant activity for the year ended December 31, 2020: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2019 1,990,000 $ 4.00 5.00 $ - Granted - - - - Exercised (1,935,000 ) 4.00 - - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2020 55,000 $ 4.00 3.94 $ - Exercisable as of December 31, 2020 55,000 $ 4.00 3.94 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax (Benefit)/ Provision | The Company’s income tax (benefit)/provision is as follows: Years Ended December 31, 2020 2019 Current $ - $ - Deferred (1,958,000 ) (738,000 ) Change in Valuation Allowance 1,958,000 738,000 Income Tax Benefit $ - $ - |
Schedule of Reconciliation of Income Taxes Using Statutory U.S. Income Tax Rate and Benefit from Income Taxes | The reconciliation of income taxes using the statutory U.S. income tax rate and the benefit from income taxes for the years ended December 31, 2020 and 2019 are as follows: Years Ended December 31, 2020 2019 Statutory U.S. Federal Income Tax Rate (21.0 )% (21.0 )% New Jersey State income taxes, net of U.S. Federal tax effect (5.1 )% (5.1 )% True-up for prior year deferred tax assets 10.2 % 5.9 % Other 4.8 % 1.2 % Change in Valuation Allowance 11.1 % 19.0 % Net 0.0 % 0.0 % |
Schedule of Deferred Tax Assets and Related Valuation Allowances | The principal components of the deferred tax assets and related valuation allowances as of December 31, 2020 and 2019 are as follows: Years Ended December 31, 2020 2019 Reserves and other $ 148,000 $ 508,000 Net operating loss carry-forwards 21,514,000 19,196,000 Research and development tax credit 455,000 455,000 Valuation Allowance (22,117,000 ) (20,159,000 ) Net $ - $ - |
Share-Based Compensation (Tab_2
Share-Based Compensation (Tables) (Mymd Pharmaceuticals Inc.) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Outstanding Stock Options Activity | The following table summarizes the option activities for the years ended December 31, 2020: Weighted Average Weighted Weighted Remaining Number Average Average Contractual Aggregate of Exercise Grant Date Term Intrinsic Shares Price Fair Value (years) Value Balance at December 31, 2019 40 $ 236.16 $ 151.68 0.99 $ - Granted - - - - - Exercised - - - - - Forfeited - - - - Canceled/Expired (40 ) $ 236.16 $ 151.68 0.24 - Balance at December 31, 2020 - $ - $ - - $ - Exercisable as of December 31, 2020 - $ - $ - - $ - |
Mymd Pharmaceuticals Inc. [Member] | |
Summary of Outstanding Stock Options Activity | Following is the status of outstanding stock options as of December 31, 2020 and 2019 and changes therein for the years then ended: Weighted Weighted Average Average Number Exercise Remaining of Shares Price Life Outstanding December 31, 2018 31,332,500 $ 1.00 9.21 Years Granted 8,010,619 $ 1.00 Outstanding December 31, 2019 39,343,119 $ 1.00 8.52 Years Granted 2,810,241 $ 1.00 Cancelled (31,300,000 ) $ 1.00 Outstanding December 31, 2020 10,853,360 $ 1.00 7.98 Years |
Schedule of Fair Value Assumptions for Options | The following table shows the assumptions used in calculating the fair value under the Black-Scholes option valuation model for stock options issued by the Company during the years ended December 31, 2020 and 2019: December 31, December 31, 2020 2019 Common stock grant date fair value $ 1.00 $ 1.00 Risk free interest rate 0.27% - 1.43 % 1.37% - 2.42 % Expected dividend yield 0 % 0 % Expected term 5 years 5 years Expected stock volatility 73.0% - 75.8 % 70.9% - 72.4 % |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | Nov. 25, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 25, 2021 | Jan. 21, 2021 | Jun. 30, 2020 | Jan. 02, 2020 | Jul. 25, 2019 |
Reverse stock split | On November 25, 2019, the Company effectuated a reverse stock split of its shares of Common Stock whereby every twenty-four (24) pre-split shares of Common Stock were exchanged for one (1) post-split share of the Company's Common Stock ("Reverse Stock Split"). | |||||||
Restricted cash | $ 115,094 | |||||||
Maturities of securities | less than one year | |||||||
Equity investments gain on reclassification | $ 54,100 | |||||||
Accumulated other comprehensive income | 17,886 | $ 21,153 | ||||||
Gain (loss) on sale of securities | (36,714) | 3,952 | ||||||
Proceeds from sale of marketable securities | 2,314,374 | 2,857,960 | ||||||
Allowances for doubtful accounts for trade receivables | 0 | 0 | ||||||
Bad debt expenses | 0 | 5,325 | ||||||
Allowance for doubtful accounts for other receivables | 0 | 100,000 | ||||||
Bad debts expense for other receivables | 0 | 100,000 | ||||||
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 | 153,709 | |||||||
Operating lease expense | $ 154,362 | |||||||
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 | |||||||
Unsecured Promissory Note [Member] | ||||||||
Advances to related party | $ 100,000 | |||||||
Secured Promissory Note [Member] | ||||||||
Advances to related party | $ 1,200,000 | |||||||
Secured Promissory Note [Member] | Subsequent Event [Member] | ||||||||
Advances to related party | $ 1,200,000 | $ 600,000 | ||||||
Minimum [Member] | ||||||||
Normal credit terms extended to customers | 30 days | |||||||
Maximum [Member] | ||||||||
Normal credit terms extended to customers | 90 days | |||||||
Maximum [Member] | Patents [Member] | ||||||||
Long-lived intangible assets estimated useful lives | 17 years | |||||||
Lease Liability Non-current [Member] | ||||||||
Operating lease, liability | $ 155,737 | |||||||
Lease Liability Non-current [Member] | Topic 842 [Member] | ||||||||
Operating lease, liability | $ 306,706 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Marketable Securities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Marketable securities | $ 16,718,452 | |
Level 1 [Member] | ||
Marketable securities | 16,718,452 | $ 9,164,273 |
Level 2 [Member] | ||
Marketable securities | ||
Level 3 [Member] | ||
Marketable securities |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Estimated Useful Life of Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Plant and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Plant and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 12 years |
Furniture & Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture & Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Computer Equipment & Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Equipment & Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life Description | Shorter of the remaining lease or estimated useful life |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Estimated Useful Life of Other Intangible Assets (Details) - Patents and Trademarks [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Minimum [Member] | |
Amortization of estimated useful life | 12 years |
Maximum [Member] | |
Amortization of estimated useful life | 17 years |
Significant Accounting Polici_8
Significant Accounting Policies - Schedule of Other Information Related to Leases (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |
Operating cash used by operating leases | $ 151,640 |
Weighted-average remaining lease term - operating leases (in months) | 0 months |
Weighted-average discount rate - operating leases | (10.00%) |
Significant Accounting Polici_9
Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total potentially dilutive shares | 12,883,844 | 3,047,858 |
Stock Options [Member] | ||
Total potentially dilutive shares | 40 | |
Restricted Stock Units [Member] | ||
Total potentially dilutive shares | 789,360 | 15,603 |
Warrants to Purchase Common Stock [Member] | ||
Total potentially dilutive shares | 10,925,952 | 247,215 |
Pre-Funded Warrants to Purchase Common Stock [Member] | ||
Total potentially dilutive shares | 1,040,540 | 795,000 |
Warrants to Purchase Series C Preferred Stock [Member] | ||
Total potentially dilutive shares | 55,000 | 1,990,000 |
Series D Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 72,992 |
Recent Developments, Liquidit_3
Recent Developments, Liquidity and Management's Plans (Details Narrative) | Feb. 25, 2021USD ($) | Jan. 21, 2021USD ($) | Nov. 17, 2020USD ($)$ / sharesshares | Nov. 12, 2020Integer | Nov. 11, 2020USD ($)$ / sharesshares | Nov. 11, 2020USD ($)$ / sharesshares | Oct. 31, 2020USD ($)$ / sharesshares | Oct. 13, 2020USD ($) | Aug. 13, 2020USD ($) | May 18, 2020USD ($) | May 14, 2020 | Apr. 20, 2020USD ($) | Apr. 10, 2020USD ($) | Apr. 08, 2020USD ($)$ / sharesshares | Mar. 24, 2020USD ($)shares | Mar. 23, 2020USD ($) | Feb. 23, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Research and development expenses | $ 7,963,678 | |||||||||||||||||||
Total Liabilities | 2,263,295 | 1,529,765 | ||||||||||||||||||
Trade and Other Payables | $ 2,203,902 | 891,883 | ||||||||||||||||||
Ownership percentage | 20.00% | |||||||||||||||||||
Cash | $ 18,617,955 | 517,444 | ||||||||||||||||||
Marketable securities | 16,718,452 | |||||||||||||||||||
Net loss | (17,580,609) | (3,888,249) | ||||||||||||||||||
Working capital | 34,579,466 | |||||||||||||||||||
Net cash used in operating activities | (11,924,941) | (3,074,283) | ||||||||||||||||||
Net loss from continuing operations | (12,152,214) | (3,381,295) | ||||||||||||||||||
Net loss from discontinuing operations | (5,428,395) | (506,954) | ||||||||||||||||||
Total Shareholders' Equity | 34,579,466 | 9,355,170 | $ 5,833,753 | |||||||||||||||||
Accumulated deficit | (137,163,739) | (119,583,130) | ||||||||||||||||||
Trading days | Integer | 10 | |||||||||||||||||||
Deposits and Other Receivables | 1,200,009 | |||||||||||||||||||
Proceeds from common stock | 29,184,244 | 2,147,778 | ||||||||||||||||||
Net proceeds from issuance of pre-funded warrants for the purchase of common stock | 1,743,503 | 4,817,857 | ||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||
Share price | $ / shares | $ 1.85 | |||||||||||||||||||
Stock issued during the period | shares | 8,725,393 | |||||||||||||||||||
Proceeds from common stock | $ 16,362,786 | |||||||||||||||||||
Warrants exercise price | $ / shares | $ 1.85 | |||||||||||||||||||
Net proceeds from issuance of pre-funded warrants for the purchase of common stock | $ 932,432 | |||||||||||||||||||
Holder [Member] | Private Placement [Member] | ||||||||||||||||||||
Warrants description | A holder (together with its affiliates) may not exercise any portion of the Investor Warrant to the extent that the holder would own more than 4.99% (or, at the election of the holder prior to the date of issuance, 9.99%) of the outstanding Akers common stock immediately after exercise; provided, however that upon notice to Akers, the holder may increase or decrease the beneficial ownership limitation, provided that in no event shall the beneficial ownership limitation exceed 9.99% | |||||||||||||||||||
Former Members [Member] | Private Placement [Member] | ||||||||||||||||||||
Proceeds from issuance of private placement | $ 1,204,525 | |||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Share price | $ / shares | $ 5 | $ 5 | ||||||||||||||||||
Premas Biotech PVT Ltd [Member] | ||||||||||||||||||||
Trade and Other Payables | 1,510,290 | |||||||||||||||||||
Phase I Clinical Trial [Member] | ||||||||||||||||||||
Contingent payments upon achievement of certain milestones | 250,000 | |||||||||||||||||||
Phase II Clinical Trial [Member] | ||||||||||||||||||||
Contingent payments upon achievement of certain milestones | 500,000 | |||||||||||||||||||
Phase III Clinical Trial [Member] | ||||||||||||||||||||
Contingent payments upon achievement of certain milestones | 5,000,000 | |||||||||||||||||||
COVID-19 Vaccine [Member] | ||||||||||||||||||||
Contingent payments upon achievement of certain milestones | 15,000,000 | |||||||||||||||||||
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. | |||||||||||||||||||
Pre-Funded Warrants [Member] | Private Placement [Member] | ||||||||||||||||||||
Stock issued during the period | shares | 9,765,933 | |||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||||||
Investor Warrants [Member] | Private Placement [Member] | ||||||||||||||||||||
Stock issued during the period | shares | 9,765,933 | |||||||||||||||||||
Warrants exercise price | $ / shares | $ 2.06 | $ 2.06 | $ 2.06 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Net loss | ||||||||||||||||||||
Total Shareholders' Equity | 171,598,681 | 128,920,414 | $ 121,554,547 | |||||||||||||||||
Stock issued during the period | shares | 8,725,393 | |||||||||||||||||||
Proceeds from common stock | $ 18,066,976 | |||||||||||||||||||
Shares issued price per share | $ / shares | $ 1.85 | |||||||||||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||||||||||
Total Shareholders' Equity | ||||||||||||||||||||
Katalyst Securities LLC [Member] | ||||||||||||||||||||
Warrants exercise price | $ / shares | $ 1.85 | |||||||||||||||||||
Equal fee percent | 6.50% | |||||||||||||||||||
Proceeds from issuance of private placement | $ 25,000 | |||||||||||||||||||
Katalyst Securities LLC [Member] | Maximum [Member] | ||||||||||||||||||||
Purchase of warrants | shares | 390,368 | |||||||||||||||||||
Membership Interest Purchase Agreement [Member] | ||||||||||||||||||||
Research and development expenses | 5,867,046 | |||||||||||||||||||
Payment to sellers | $ 1,204,525 | $ 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"). | |||||||||||||||||||
Contingent payments upon achievement of certain milestones | $ 250,000 | |||||||||||||||||||
Total Liabilities | 602,172 | |||||||||||||||||||
Royalty payments to sellers, percentage | 0.125 | |||||||||||||||||||
Membership Interest Purchase Agreement [Member] | Cystron and Premas [Member] | ||||||||||||||||||||
Purchase of initial cash component | $ 908,117 | |||||||||||||||||||
Membership Interest Purchase Agreement [Member] | Cystron [Member] | ||||||||||||||||||||
Ownership percentage | 100.00% | |||||||||||||||||||
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. Accordingly, for the year ended December 31, 2020, Research and Development Expenses of $2,000,000 were recorded in the Consolidated Statements of Comprehensive Loss. | |||||||||||||||||||
Membership Interest Purchase Agreement [Member] | May Payment [Member] | ||||||||||||||||||||
Payment to sellers upon consummation direct equity offering | $ 892,500 | |||||||||||||||||||
Membership Interest Purchase Agreement [Member] | August Payment [Member] | ||||||||||||||||||||
Payment to sellers upon consummation direct equity offering | $ 684,790 | |||||||||||||||||||
Membership Interest Purchase Agreement [Member] | Cystron Biotech, LLC [Member] | ||||||||||||||||||||
Agreement description | 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 ("March Transaction"). | |||||||||||||||||||
Proceeds from collaborators | $ 1,000,000 | |||||||||||||||||||
Payment to the sellers | $ 1,000,000 | |||||||||||||||||||
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. On May 18, 2020, the Company paid Premas $500,000 for the achievement of the third development milestone. | |||||||||||||||||||
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 | |||||||||||||||||||
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 | |||||||||||||||||||
License Agreement [Member] | ||||||||||||||||||||
Research and development expenses | 2,000,000 | |||||||||||||||||||
Cystron Medical Panel [Member] | ||||||||||||||||||||
Research and development expenses | 31,573 | |||||||||||||||||||
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 | |||||||||||||||||||
Merger Agreement [Member] | Minimum [Member] | Private Placement [Member] | ||||||||||||||||||||
Cash | $ 25,000,000 | |||||||||||||||||||
Merger Agreement [Member] | MYMD Pharmaceuticals, Inc., [Member] | ||||||||||||||||||||
Ownership percentage | 80.00% | 80.00% | ||||||||||||||||||
Stock issued during the period | shares | 300,000 | |||||||||||||||||||
Merger Agreement [Member] | MYMD Pharmaceuticals, Inc., [Member] | Secured Promissory Note [Member] | ||||||||||||||||||||
Debt instrument, maturity date | Apr. 15, 2022 | |||||||||||||||||||
Deposits and Other Receivables | $ 1,200,000 | |||||||||||||||||||
Proceeds from issuance of debt | $ 1,200,000 | $ 600,000 | ||||||||||||||||||
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. | |||||||||||||||||||
Merger Agreement [Member] | MYMD Pharmaceuticals, Inc., [Member] | Maximum [Member] | ||||||||||||||||||||
Loans payable | $ 3,000,000 | $ 3,000,000 | ||||||||||||||||||
Merger Agreement [Member] | MYMD Pharmaceuticals, Inc., [Member] | Maximum [Member] | Second Note [Member] | ||||||||||||||||||||
Loans payable | 600,000 | 600,000 | ||||||||||||||||||
Merger Agreement [Member] | MYMD Pharmaceuticals, Inc., [Member] | Maximum [Member] | Third Note [Member] | ||||||||||||||||||||
Loans payable | $ 600,000 | $ 600,000 | ||||||||||||||||||
Merger Agreement [Member] | MYMD Pharmaceuticals, Inc., [Member] | Maximum [Member] | Secured Promissory Note [Member] | ||||||||||||||||||||
Conversion price, per share | $ / shares | $ 2 | $ 2 | ||||||||||||||||||
Loans payable | $ 3,000,000 | $ 3,000,000 | ||||||||||||||||||
Debt instrument, interest rate | 5.00% | 5.00% | ||||||||||||||||||
Merger Agreement [Member] | MYMD Pharmaceuticals, Inc., [Member] | Minimum [Member] | ||||||||||||||||||||
Share price | $ / shares | $ 5 | $ 5 | ||||||||||||||||||
Merger Agreement [Member] | MYMD Pharmaceuticals, Inc., [Member] | Post-Closing Shares [Member] | ||||||||||||||||||||
Ownership percentage | 20.00% | 20.00% | ||||||||||||||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | ||||||||||||||||||||
Share price | $ / shares | $ 1.85 | $ 1.85 | $ 6 | |||||||||||||||||
Stock issued during the period | shares | 9,765,933 | 766,667 | ||||||||||||||||||
Proceeds from common stock | $ 18,100,000 | $ 4,086,207 | ||||||||||||||||||
Prepaid Equity Forward Contracts [Member] | ||||||||||||||||||||
Stock issued during the period | shares | 1,040,540 | |||||||||||||||||||
Proceeds from common stock | $ 16,362,786 |
Recent Developments, Liquidit_4
Recent Developments, Liquidity and Management's Plans - Summary of Milestone Events Payment (Details) | 12 Months Ended |
Dec. 31, 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 | $25 million per each incremental increase. |
Recent Developments, Liquidit_5
Recent Developments, Liquidity and Management's Plans - Summary of Milestone Events Payment (Details) (Parenthetical) | Nov. 12, 2020Integer | Dec. 31, 2020USD ($)Integer |
Number of consecutive trading days | Integer | 10 | |
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 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Inventories | $ 197,723 |
Trade and Other Payables - Sche
Trade and Other Payables - Schedule of Trade and Other Payables (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accounts Payable - Trade | $ 569,999 | $ 599,306 |
Accrued Expenses | 123,613 | 232,827 |
Deferred Compensation | 59,750 | |
Accounts Payable - Other (Note 3) | 1,510,290 | |
Trade and Other Payables, Total | $ 2,203,902 | $ 891,883 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2018 | |
Cash | $ 18,617,955 | $ 517,444 | ||
Marketable Securities | 16,718,452 | 9,164,273 | ||
Accounts Receivable, net | ||||
Deposits and Other Receivables | 1,200,009 | |||
Inventories, net | 197,723 | |||
Prepaid expenses | 294,343 | 334,059 | ||
Current Assets - discontinued operations | 12,002 | 295,038 | ||
Total Current Assets | 36,842,761 | 10,310,814 | ||
Prepaid Expenses, net of current | ||||
Restricted Cash | 115,094 | |||
Property, Plant and Equipment, net | ||||
Intangible assets, net | ||||
Other assets | 2,722 | |||
Non-current Assets - discontinued operations | 456,305 | |||
Total Non-Current Assets | 574,121 | |||
Total Assets | 36,842,761 | 10,884,935 | ||
Trade and Other Payables | 2,203,902 | 891,883 | ||
Current Liabilities - discontinued operations | 59,393 | 637,882 | ||
Total Current Liabilities | 2,263,295 | 1,529,765 | ||
Total Liabilities | 2,263,295 | 1,529,765 | ||
Commitments and Contingencies | ||||
Preferred Stock, No par value, 50,000,000 total preferred shares authorized | ||||
Common stock value | 171,598,681 | 128,920,414 | ||
Accumulated Other Comprehensive Income (Loss) | 17,886 | $ 21,153 | ||
Accumulated Deficit | (137,163,739) | (119,583,130) | ||
Total Shareholders' Equity | 34,579,466 | 9,355,170 | $ 5,833,753 | |
Total Liabilities and Shareholders' Equity | 36,842,761 | 10,884,935 | ||
Product Revenue | ||||
Product Cost of Sales | ||||
Gross Income (Loss) | ||||
Research and Development Expenses | 7,963,678 | |||
Administrative Expenses | 4,299,062 | 3,372,103 | ||
Sales and Marketing Expenses | 22,963 | 25,000 | ||
Regulatory and Compliance Expenses | ||||
Litigation Settlement Expenses | 75,000 | |||
Amortization of Non-Current Assets | ||||
Impairment of Prepaid Royalties | 291,442 | |||
Impairment of Production Equipment | 18,680 | |||
Impairment of Intangible Assets | 152,822 | 32,980 | ||
Loss from Operations | (12,285,703) | (3,472,103) | ||
Loss on Disposal of Non-Current Assets | 3,042 | 9,576 | ||
Foreign Currency Transaction (Gain) Loss | (93) | 5,051 | ||
Gain on Investments | 36,714 | (3,952) | ||
Interest and Dividend Income | (119,052) | (101,483) | ||
Total Other Income | (133,489) | (90,808) | ||
Loss from Continuing Operations | (12,152,214) | (3,381,295) | ||
Loss from Discontinued Operations | (5,247,227) | (506,954) | ||
Loss Before Income Taxes | (3,888,249) | |||
Income Tax Benefit | ||||
Net Loss | (17,580,609) | (3,888,249) | ||
Net Unrealized Gain (Loss) on Marketable Securities | 43,799 | |||
Total Other Comprehensive (Loss) Income | 43,799 | |||
Comprehensive Loss | (17,580,609) | (3,844,450) | ||
Depreciation and amortization | 29,452 | 74,064 | ||
Impairment of Production Equipment | 18,680 | |||
Inventory adjustment for net realizable value | 197,723 | |||
Reserve for obsolete inventory | 371,997 | |||
Share based compensation - shares issued to Chubeworkx | 2,510,000 | |||
Significant Non-cash Items | 3,200,119 | 479,041 | ||
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 value | 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 | 1,577,033 | |||
Product Cost of Sales | (1,098,286) | |||
Gross Income (Loss) | 478,747 | |||
Research and Development Expenses | ||||
Administrative Expenses | 3,728,514 | |||
Sales and Marketing Expenses | 238,036 | |||
Regulatory and Compliance Expenses | 276,788 | |||
Litigation Settlement Expenses | 141,478 | |||
Amortization of Non-Current Assets | 40,008 | |||
Impairment of Intangible Assets | 32,980 | |||
Loss from Operations | (3,979,057) | |||
Loss on Disposal of Non-Current Assets | 9,576 | |||
Foreign Currency Transaction (Gain) Loss | 5,051 | |||
Gain on Investments | (3,952) | |||
Interest and Dividend Income | (101,483) | |||
Total Other Income | (90,808) | |||
Loss from Continuing Operations | (3,888,249) | |||
Loss from Discontinued Operations | ||||
Loss Before Income Taxes | (3,888,249) | |||
Income Tax Benefit | ||||
Net Loss | (3,888,249) | |||
Net Unrealized Gain (Loss) on Marketable Securities | 43,799 | |||
Total Other Comprehensive (Loss) Income | 43,799 | |||
Comprehensive Loss | (3,844,450) | |||
Depreciation and amortization | 54,522 | |||
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 | 53,172 | |||
Current Assets - discontinued operations | (295,038) | |||
Total Current Assets | ||||
Prepaid Expenses, net of current | 252,308 | |||
Restricted Cash | ||||
Property, Plant and Equipment, net | 33,574 | |||
Intangible assets, net | 170,423 | |||
Other assets | ||||
Non-current Assets - discontinued operations | (456,305) | |||
Total Non-Current Assets | ||||
Total Assets | ||||
Trade and Other Payables | 637,882 | |||
Current Liabilities - discontinued operations | (637,882) | |||
Total Current Liabilities | ||||
Total Liabilities | ||||
Commitments and Contingencies | ||||
Preferred Stock, No par value, 50,000,000 total preferred shares authorized | ||||
Common stock value | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Accumulated Deficit | ||||
Total Shareholders' Equity | ||||
Total Liabilities and Shareholders' Equity | ||||
Product Revenue | 1,577,033 | |||
Product Cost of Sales | (1,098,286) | |||
Gross Income (Loss) | 478,747 | |||
Research and Development Expenses | ||||
Administrative Expenses | 356,411 | |||
Sales and Marketing Expenses | 213,036 | |||
Regulatory and Compliance Expenses | 276,788 | |||
Litigation Settlement Expenses | 66,478 | |||
Amortization of Non-Current Assets | 40,008 | |||
Impairment of Intangible Assets | 32,980 | |||
Loss from Operations | (506,954) | |||
Loss on Disposal of Non-Current Assets | ||||
Foreign Currency Transaction (Gain) Loss | ||||
Gain on Investments | ||||
Interest and Dividend Income | ||||
Total Other Income | ||||
Loss from Discontinued Operations | (506,954) | |||
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 | |||
Reserve for obsolete inventory | $ 126,422 | |||
Discontinued Operations [Member] | ||||
Prepaid expenses | 12,002 | |||
Total Non-Current Assets | ||||
Total Assets | 12,002 | |||
Current Liabilities - discontinued operations | 59,393 | |||
Total Current Liabilities | 59,393 | |||
Non-Current Liabilities | ||||
Total Liabilities | 59,393 | |||
Total Shareholders' Equity | ||||
Total Liabilities and Shareholders' Equity | 59,393 | |||
Product Revenue | 361,827 | |||
Product Cost of Sales | (659,405) | |||
Gross Income (Loss) | (297,578) | |||
Research and Development Expenses | 2,788 | |||
Administrative Expenses | 417,730 | |||
Sales and Marketing Expenses | 51,311 | |||
Regulatory and Compliance Expenses | 197,312 | |||
Litigation Settlement Expenses | 3,981,131 | |||
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 | $ (5,428,395) |
Share-based Compensation (Detai
Share-based Compensation (Details Narrative) - USD ($) | Sep. 11, 2020 | Mar. 29, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | 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 | $ 1.99 | ||||||
Aggregate intrinsic value | |||||||
Outstanding stock options | 40 | ||||||
Stock option expenses | $ 0 | $ 0 | |||||
Common Stock Warrants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrant exercise price | $ 1.99 | ||||||
Number of exercised warrants | |||||||
Exercise price, exercised | |||||||
Number of granted warrants | 10,678,737 | ||||||
Pre-funded Common Stock Warrants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrant exercise price | $ 1.99 | ||||||
Number of exercised warrants | 795,000 | ||||||
Exercise price, exercised | $ 0.0001 | ||||||
Net proceeds from issuance of warrants | $ 80 | ||||||
Number of granted warrants | 1,040,540 | ||||||
Preferred Series C Stock Warrants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrant exercise price | $ 1.99 | ||||||
Number of exercised warrants | 1,935,000 | ||||||
Exercise price, exercised | $ 4 | ||||||
Net proceeds from issuance of warrants | $ 7,740,000 | ||||||
Number of granted warrants | |||||||
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, as amended. Fifty percent (50%) of each RSU will vest on the first anniversary date of the Grant and the remaining fifty percent (50%) will vest on the second anniversary date; 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 of control, or (ii) the director's termination of employment of service by the Company was without cause. | ||||||
Unamortized value | $ 1,364,879 | ||||||
Restricted stock unit expense | $ 404,589 | $ 362,005 | |||||
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 | ||||||
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 | ||||||
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 | ||||||
Number of available for grants | 315,162 | ||||||
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 Compensation - Summ
Share-based Compensation - Summary of Stock Options Activity (Details) | 12 Months Ended |
Dec. 31, 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 | |
Number of Shares, Canceled/Expired | shares | (40) |
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 | |
Weighted Average Exercise Price, Canceled/Expired | 236.16 |
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 | |
Weighted Average Grant Date Fair Value, Canceled/Expired | 151.68 |
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 | 0 years |
Weighted Average Remaining Contractual Term (Years), Canceled/Expired | 2 months 27 days |
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 Compensation - Su_2
Share-based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 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, Forfeited | shares | |
Number of RSUs, Vested | shares | (15,603) |
Number of RSUs, Cancelled/Expired | shares | |
Number of RSUs, Ending Balance | shares | 789,360 |
Number of RSUs, Exercisable Ending Balance | shares | |
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, Forfeited | $ / shares | |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 23.28 |
Weighted Average Grant Date Fair Value, Cancelled/Expired | $ / shares | |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | 2.24 |
Weighted Average Grant Date Fair Value, Exercisable Ending Balance | $ / shares |
Share-based Compensation - Su_3
Share-based Compensation - Summary of Warrant Activity (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Common Stock Warrants [Member] | |
Number of Warrants, Beginning Balance | shares | 247,215 |
Number of Warrants, Granted | shares | 10,678,737 |
Number of Warrants, Exercised | shares | |
Number of Warrants, Forfeited | shares | |
Number of Warrants, Cancelled/Expired | shares | |
Number of Warrants, Ending Balance | shares | 10,925,952 |
Number of Warrants, Exercisable | shares | 10,925,952 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 29.79 |
Weighted Average Exercise Price, Granted | $ / shares | 2.16 |
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 | 2.78 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 2.78 |
Weighted Average Remaining Contractual Term (years), Beginning | 4 years 8 months 19 days |
Weighted Average Remaining Contractual Term (years), Granted | 5 years 4 months 9 days |
Weighted Average Remaining Contractual Term (years), Exercised | 0 years |
Weighted Average Remaining Contractual Term (years), Ending | 5 years 3 months 22 days |
Weighted Average Remaining Contractual Term (years), Exercisable | 5 years 3 months 22 days |
Aggregate Intrinsic Value, Beginning | $ | |
Aggregate Intrinsic Value, Granted | $ | |
Aggregate Intrinsic Value, Exercised | $ | |
Aggregate Intrinsic Value, Forfeited | $ | |
Aggregate Intrinsic Value, Cancelled/Expired | $ | |
Aggregate Intrinsic Value, Ending | $ | |
Aggregate Intrinsic Value, Exercisable | $ | |
Pre-funded Common Stock Warrants [Member] | |
Number of Warrants, Beginning Balance | shares | 795,000 |
Number of Warrants, Granted | shares | 1,040,540 |
Number of Warrants, Exercised | shares | (795,000) |
Number of Warrants, Forfeited | shares | |
Number of Warrants, Cancelled/Expired | shares | |
Number of Warrants, Ending Balance | shares | 1,040,540 |
Number of Warrants, Exercisable | shares | 1,040,540 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.0001 |
Weighted Average Exercise Price, Granted | $ / shares | 0.001 |
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 | 0.001 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.001 |
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 |
Aggregate Intrinsic Value, Beginning | $ | $ 2,543,921 |
Aggregate Intrinsic Value, Granted | $ | |
Aggregate Intrinsic Value, Exercised | $ | |
Aggregate Intrinsic Value, Forfeited | $ | |
Aggregate Intrinsic Value, Cancelled/Expired | $ | |
Aggregate Intrinsic Value, Ending | $ | 2,069,634 |
Aggregate Intrinsic Value, Exercisable | $ | $ 2,069,634 |
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 | 5 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 | 3 years 11 months 8 days |
Weighted Average Remaining Contractual Term (years), Exercisable | 3 years 11 months 8 days |
Aggregate Intrinsic Value, Beginning | $ | |
Aggregate Intrinsic Value, Granted | $ | |
Aggregate Intrinsic Value, Exercised | $ | |
Aggregate Intrinsic Value, Forfeited | $ | |
Aggregate Intrinsic Value, Cancelled/Expired | $ | |
Aggregate Intrinsic Value, Ending | $ | |
Aggregate Intrinsic Value, Exercisable | $ |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Dec. 31, 2020 | Nov. 17, 2020 | Nov. 11, 2020 | Sep. 09, 2020 | Aug. 11, 2020 | May 18, 2020 | Apr. 08, 2020 | Mar. 24, 2020 | Dec. 09, 2019 | Sep. 14, 2012 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 30, 2019 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||
Preferred stock, no par value | |||||||||||||
Increase in authorized common stock | 100,000,000 | ||||||||||||
Proceeds from common stock | $ 29,184,244 | $ 2,147,778 | |||||||||||
Private Placement [Member] | |||||||||||||
Number of common stock issued, shares | 8,725,393 | ||||||||||||
Number of warrants to purchase shares of common stock | 390,368 | ||||||||||||
Warrant exercise price | $ 1.85 | ||||||||||||
Offering price | $ 1.85 | ||||||||||||
Gross proceeds from common stock | $ 18,066,976 | ||||||||||||
Proceeds from common stock | $ 16,362,786 | ||||||||||||
Pre-paid equity forward contracts shares | 1,040,540 | ||||||||||||
Private Placement [Member] | Investor Warrants [Member] | |||||||||||||
Number of common stock issued, shares | 9,765,933 | ||||||||||||
Number of warrants to purchase shares of common stock | 9,765,933 | ||||||||||||
Warrant exercise price | $ 2.06 | $ 2.06 | |||||||||||
Public Offering [Member] | Pre-Funded Warrant Holders [Member] | |||||||||||||
Number of warrants to purchase shares of common stock | 795,000 | 795,000 | |||||||||||
Warrant exercise price | $ 0.0001 | $ 0.0001 | |||||||||||
Proceeds from issuance of warrants | $ 80 | ||||||||||||
Mr. Yeaton [Member] | |||||||||||||
Number of common stock issued, shares | 471 | ||||||||||||
October 2018 Employment Agreement [Member] | Mr. Yeaton [Member] | 2017 Plan [Member] | |||||||||||||
Number of common stock issued, shares | 1,563 | ||||||||||||
Fair value of common stock issued based on date of grant | $ 27,367 | ||||||||||||
Purchase Agreement [Member] | |||||||||||||
Number of common stock shares sold | 613,500 | ||||||||||||
Warrant exercise price | $ 4 | ||||||||||||
Proceeds from issuance of offering | $ 6,965,635 | ||||||||||||
Offering costs | $ 994,227 | ||||||||||||
Securities Purchase Agreement [Member] | August Offering [Member] | |||||||||||||
Number of common stock issued, shares | 1,207,744 | ||||||||||||
Offering price | $ 5.67 | ||||||||||||
Gross proceeds from common stock | $ 6,847,908 | ||||||||||||
Proceeds from common stock | $ 6,158,034 | ||||||||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | |||||||||||||
Number of common stock issued, shares | 9,765,933 | 766,667 | |||||||||||
Offering price | $ 1.85 | $ 6 | |||||||||||
Gross proceeds from common stock | $ 4,600,002 | ||||||||||||
Proceeds from common stock | $ 18,100,000 | $ 4,086,207 | |||||||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | May Offering [Member] | |||||||||||||
Number of common stock issued, shares | 1,366,856 | ||||||||||||
Offering price | $ 3.53 | ||||||||||||
Gross proceeds from common stock | $ 4,825,002 | ||||||||||||
Proceeds from common stock | $ 4,320,720 | ||||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||||
Preferred stock, shares authorized | 211,353 | ||||||||||||
Preferred stock, par value per share | |||||||||||||
Preferred stock, stated value per share | 0.01 | ||||||||||||
Debt instrument convertible conversion price | $ 0.01 | ||||||||||||
Conversion of stock, description | 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 the Company. | ||||||||||||
Series E Junior Participating Preferred Stock [Member] | |||||||||||||
Preferred stock, shares authorized | 100,000 | 100,000 | |||||||||||
Conversion of stock, description | 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 | ||||||||||||
Preferred stock dividend payment description | 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. | ||||||||||||
Preferred stock, no par value | |||||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||
Number of warrants to purchase shares of common stock | 1,935,000 | 1,935,000 | |||||||||||
Warrant exercise price | $ 4 | $ 4 | |||||||||||
Proceeds from common stock | $ 7,740,000 | ||||||||||||
Conversion of stock, shares issued | 1,935,000 | ||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, stated value per share | 0.0725 | ||||||||||||
Preferred stock, dividends per share | $ 0.00135 | ||||||||||||
Conversion of stock, description | One share of the Convertible Preferred Stock is convertible into five shares | ||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||
Preferred stock, shares authorized | 1,990,000 | 1,990,000 | 1,990,000 | 1,990,000 | |||||||||
Preferred stock, stated value per share | $ 4 | ||||||||||||
Conversion of stock, description | Each share of Series C Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock determined by dividing the Stated Value of such share of Series B Preferred Stock by the Conversion Price then in effect | ||||||||||||
Preferred stock, no par value | |||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||
Series E Junior Participating Preferred Stock [Member] | |||||||||||||
Preferred stock, shares authorized | 100,000 | 100,000 | |||||||||||
Preferred stock, par value per share | |||||||||||||
Preferred stock, stated value per share | 0.001 | ||||||||||||
Purchase price of share | $ 15 | ||||||||||||
Preferred stock, no par value | |||||||||||||
Preferred stock, shares issued | 0 | ||||||||||||
Preferred stock, shares outstanding | 0 | ||||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||||
Preferred stock, shares authorized | 211,353 | 211,353 | 211,353 | ||||||||||
Preferred stock, no par value | |||||||||||||
Preferred stock, shares issued | 72,992 | 72,992 | 0 | ||||||||||
Preferred stock, shares outstanding | 72,992 | 72,992 | 0 | ||||||||||
Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | |||||||||||||
Conversion of stock, shares issued | 138,361 | ||||||||||||
Common Stock [Member] | |||||||||||||
Number of common stock issued, shares | 8,725,393 | ||||||||||||
Proceeds from common stock | $ 18,066,976 | ||||||||||||
Common Stock [Member] | Public Offering [Member] | |||||||||||||
Offering costs | $ 306,222 | ||||||||||||
Common Stock [Member] | Series D Convertible Preferred Stock [Member] | |||||||||||||
Conversion of stock, shares issued | 138,361 | ||||||||||||
Pre-Funded Warrants [Member] | |||||||||||||
Warrant exercise price | $ 0.0001 | ||||||||||||
Common stock outstanding percentage | 4.99% | ||||||||||||
Pre-Funded Warrants [Member] | Purchase Agreement [Member] | |||||||||||||
Number of warrants to purchase shares of common stock | 1,376,500 | ||||||||||||
Pre-Funded Warrants [Member] | Purchase Agreement [Member] | Offering [Member] | |||||||||||||
Warrant exercise price | $ 3.9999 | ||||||||||||
Preferred 'C' Warrants [Member] | |||||||||||||
Warrant exercise price | $ 4 | ||||||||||||
Common stock outstanding percentage | 4.99% | ||||||||||||
Warrant expiration term description | Expire five years from December 30, 2019 | ||||||||||||
Preferred 'C' Warrants [Member] | Purchase Agreement [Member] | |||||||||||||
Number of warrants to purchase shares of common stock | 1,990,000 | ||||||||||||
Underwriters Warrants [Member] | |||||||||||||
Warrant exercise price | $ 5 | ||||||||||||
Common stock outstanding percentage | 4.99% | ||||||||||||
Warrant expiration term description | Expire five years from December 30, 2019 | ||||||||||||
Underwriters Warrants [Member] | Purchase Agreement [Member] | |||||||||||||
Number of warrants to purchase shares of common stock | 159,200 | ||||||||||||
April Placement Agent Warrants [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Number of warrants to purchase shares of common stock | 61,333 | ||||||||||||
Warrant exercise price | $ 7.50 | ||||||||||||
May Placement Agent Warrants [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Number of warrants to purchase shares of common stock | 109,348 | ||||||||||||
Warrant exercise price | $ 4.4125 | ||||||||||||
August Placement Agent Warrants [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Number of warrants to purchase shares of common stock | 96,620 | ||||||||||||
Warrant exercise price | $ 7.0875 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Jan. 03, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Percentage of net income for each subsequent period | 80.00% | ||
Cumulative change in ownership percentage | 50.00% | ||
Valuation allowance for deferred tax assets | $ 22,117,000 | $ 20,159,000 | |
Change in valuation allowance | 1,958,000 | $ 738,000 | |
Income tax description | During December 2019, the shares issued to investors in the capital raise resulted in a greater than 50% change in ownership under the Internal Revenue Service regulations. This change in ownership will result in limitations to the amount of net operating loss carryforwards that may be utilized in future years to offset future taxable income. | ||
Unrecognized tax benefits | |||
Interest or penalties on unrecognized tax benefits | |||
Uncertain tax positions, accrued | |||
Federal [Member] | |||
Net operating loss carry forwards | $ 100,615,000 | $ 79,678,000 | |
Operating loss carryforwards expiration date | Dec. 31, 2037 | Dec. 31, 2037 | |
New Jersey State [Member] | |||
Net operating loss carry forwards | $ 7,548,000 | $ 28,855,000 | |
Operating loss carryforwards expiration date | Dec. 31, 2040 | Dec. 31, 2040 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax (Benefit)/ Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | (1,958,000) | (738,000) |
Change in Valuation Allowance | 1,958,000 | 738,000 |
Income Tax Benefit |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Taxes using Statutory U.S. Income Tax Rate and Benefit from Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. Federal Income Tax Rate | (21.00%) | (21.00%) |
New Jersey State income taxes, net of U.S. Federal tax effect | (5.10%) | (5.10%) |
True-up for prior year deferred tax assets | 10.20% | 5.90% |
Other | 4.80% | 1.20% |
Change in Valuation Allowance | 11.10% | 19.00% |
Net | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Related Valuation Allowances (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Reserves and other | $ 148,000 | $ 508,000 |
Net operating loss carry-forwards | 21,514,000 | 19,196,000 |
Research and development tax credit | 455,000 | 455,000 |
Valuation Allowance | (22,117,000) | (20,159,000) |
Net |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Aug. 05, 2020 | Dec. 04, 2019 | Jul. 25, 2019 | Jun. 21, 2019 | Apr. 02, 2019 | Jan. 14, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Value of shares issued for service | $ 10,802 | |||||||
Litigation settlement expense | 75,000 | |||||||
Neelima Varma and St.David's [Member] | ||||||||
Loss contingency, seeking description | On July 25, 2019, the Company was notified that on July 23, 2019, a complaint was filed by Neelima Varma, against the Company and St. David's Healthcare Partnership, L.P., LLP ("St. David's"), in the district court of Travis County, Texas, alleging, among other things, negligence gross negligence and strict product liability, breach of express warranty, breach of implied warranty and fraudulent misrepresentation and omission with respect to a medical device which the Company had sold through one of its distributors to St. David's. Mr. Varna was seeking aggregate monetary relief from the company and St. David's in excess of $1,000,000. | |||||||
St.David's [Member] | ||||||||
Loss contingency, seeking excess value | $ 1,000,000 | |||||||
Settlement Agreement [Member] | ||||||||
Loss contingency, damages sought, value | $ 1,551,562 | |||||||
Lump sum payment | $ 1,350,000 | |||||||
Settlement Agreement [Member] | Watts Action [Member] | ||||||||
Payment of attorney' fees | $ 200,000 | |||||||
Settlement Agreement [Member] | Watts and Chan Action [Member] | ||||||||
Payment of attorney' fees | $ 325,000 | |||||||
Settlement Agreement and General Release [Member] | ||||||||
Litigation settlement expense | 2,810,000 | |||||||
Settlement Agreement and General Release [Member] | ChubeWorkx [Member] | ||||||||
Litigation settlement amount paid | $ 300,000 | |||||||
Number of common stock issued, shares | 500,000 | |||||||
Fair market value | $ 2,510,000 | |||||||
General and Administrative Expense [Member] | ||||||||
Administrative Expenses | $ 50,000 | |||||||
Advisor One [Member] | ||||||||
Value of shares issued for service | $ 25,000 | |||||||
Advisor Two [Member] | ||||||||
Value of shares issued for service | $ 25,000 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | Nov. 23, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Proceeds from contributed capital | $ 14,500 | $ 38,888 | |
Accounts payable and accrued expenses | 3,173 | ||
Mr. Yeaton [Member] | |||
Number of common stock issued, shares | 471 | ||
Financial Consulting Strategies LLC [Member] | |||
Accounts payable | $ 0 | $ 18,323 | |
Taglich Brothers, Inc [Member] | Consulting Agreement [Member] | |||
Payments of related party | $ 10,000 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Percentage of matching contribution | 100.00% | |
Percentage of employers contribution based upon employee's pay | 3.00% | |
Employer contribution amount | $ 19,571 | $ 20,420 |
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) - shares | Feb. 11, 2021 | Feb. 26, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, shares issued | 17,585,261 | 1,738,837 | ||
Common stock, shares outstanding | 17,585,261 | 1,738,837 | ||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Transfer Agent [Member] | ||||
Number of common stock share to cancel | 932,432 | |||
Issue of pre-funded warrants | 932,432 | |||
Common stock, shares issued | 16,652,829 | |||
Common stock, shares outstanding | 16,652,829 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies (Details Narrative) (Mymd Pharmaceuticals Inc.) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Ownership Percentage | 20.00% | ||
Mymd Pharmaceuticals Inc. [Member] | |||
Ownership Percentage | 80.00% | ||
Impairment of intangible assets | |||
Mymd Pharmaceuticals Inc. [Member] | Asset Purchase Agreement [Member] | |||
Number of shares issued during period, purchase of assets | 33,937,909 |
Liquidity and Capital Resourc_3
Liquidity and Capital Resources (Details Narrative) (Mymd Pharmaceuticals Inc.) - USD ($) | Nov. 30, 2020 | Nov. 11, 2020 |
Mymd Pharmaceuticals Inc. [Member] | Secured Promissory Note [Member] | ||
Debt face amount | $ 3,000,000 | $ 3,000,000 |
Line of credit, related party_2
Line of credit, related party (Details Narrative) (Mymd Pharmaceuticals Inc.) - Mymd Pharmaceuticals Inc. [Member] - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 10, 2020 | |
Unamortized debt discount | $ 1,457,882 | $ 880,020 | ||
Line of credit | $ 3,192,119 | |||
Shareholder [Member] | ||||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | |||
Line of credit facility, description | The facility had an initial term of 18 months, which was extended to July 31, 2021 and further extended to December 31, 2022, at which time all outstanding borrowings and accrued interest, if any, are due in full. | |||
Line of credit facility, interest rate | 5.00% | |||
Exercise price of common stock option | $ 1 | |||
Lender [Member] | ||||
Number of common stock options issued | 1,385,241 | 1,920,619 | ||
Fair market value of common stock options | $ 839,456 | $ 1,165,816 |
Loan payable, related party (De
Loan payable, related party (Details Narrative) (Mymd Pharmaceuticals Inc.) - Secured Promissory Note [Member] - USD ($) | 1 Months Ended | |||||
Jan. 31, 2021 | Nov. 30, 2020 | Feb. 25, 2021 | Jan. 21, 2021 | Dec. 31, 2020 | Nov. 11, 2020 | |
Loan payable, related party | $ 1,200,000 | |||||
Subsequent Event [Member] | ||||||
Loan payable, related party | $ 1,200,000 | $ 600,000 | ||||
Mymd Pharmaceuticals Inc. [Member] | ||||||
Debt face amount | $ 3,000,000 | $ 3,000,000 | ||||
Debt instrument, interest rate, | 5.00% | |||||
Debt instrument, maturity date | Apr. 15, 2022 | |||||
Loan payable, related party | $ 1,200,000 | |||||
Mymd Pharmaceuticals Inc. [Member] | Subsequent Event [Member] | ||||||
Proceeds from Notes Payable | $ 600,000 |
Paycheck Protection Program L_3
Paycheck Protection Program Loan (Details Narrative) (Mymd Pharmaceuticals Inc.) - Mymd Pharmaceuticals Inc. [Member] - USD ($) | Apr. 16, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Proceeds from loan | $ 54,000 | ||
Maximum [Member] | |||
Loans | $ 2,000,000 | ||
Paycheck Protection Program Loan [Member] | |||
Proceeds from loan | $ 54,000 | ||
Debt term | 2 years | ||
Debt interest rate | 1.00% | ||
Loan audit inspection description | the SBA and other government communications have indicated that all loans in excess of $2 million including loans with affiliates will be subject to audit and that those audits could take up to seven years to complete. |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) (Mymd Pharmaceuticals Inc.) - $ / shares | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 30, 2019 | Dec. 31, 2018 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Undesignated preferred stock | 50,000,000 | 50,000,000 | 50,000,000 | |
Mymd Pharmaceuticals Inc. [Member] | ||||
Common stock, shares authorized | 90,000,000 | 90,000,000 | ||
Mymd Pharmaceuticals Inc. [Member] | Share Issuance [Member] | ||||
Sale of stock price per share | $ 1 | $ 1 | ||
Number of common stock issued, shares | 1,653,000 | |||
Mymd Pharmaceuticals Inc. [Member] | Classes of Stock [Member] | ||||
Capital stock, shares authorized | 100,000,000 | |||
Common stock, shares authorized | 90,000,000 | |||
Undesignated preferred stock | 10,000,000 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details Narrative) (Mymd Pharmaceuticals Inc.) - USD ($) | Nov. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2016 |
Number of shares cancelled | |||
Mymd Pharmaceuticals Inc. [Member] | |||
Number of shares cancelled | 31,300,000 | ||
Options expiration period | 2 years | ||
Option modification | $ 2,009,145 | ||
Unamortized discount | $ 880,020 | $ 1,457,882 | |
Mymd Pharmaceuticals Inc. [Member] | 2016 Stock Incentive Plan [Member] | |||
Number of common stock reserved for issuance | 50,000,000 | ||
Number of shares cancelled | 31,300,000 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Outstanding Stock Options Activity (Details) (Mymd Pharmaceuticals Inc.) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares, Beginning Balance | 40 | |
Number of Shares, Granted | ||
Number of Shares, Cancelled | ||
Number of Shares, Ending Balance | 40 | |
Weighted Average Exercise Price, Beginning Balance | $ 236.16 | |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Cancelled | ||
Weighted Average Exercise Price, Ending Balance | $ 236.16 | |
Weighted Average Remaining Life, Outstanding, Ending balance | 11 months 26 days | |
Mymd Pharmaceuticals Inc. [Member] | ||
Number of Shares, Beginning Balance | 39,343,119 | 31,332,500 |
Number of Shares, Granted | 2,810,241 | 8,010,619 |
Number of Shares, Cancelled | (31,300,000) | |
Number of Shares, Ending Balance | 10,853,360 | 39,343,119 |
Weighted Average Exercise Price, Beginning Balance | $ 1 | $ 1 |
Weighted Average Exercise Price, Granted | 1 | 1 |
Weighted Average Exercise Price, Cancelled | 1 | |
Weighted Average Exercise Price, Ending Balance | $ 1 | $ 1 |
Weighted Average Remaining Life, Outstanding, Beginning balance | 9 years 2 months 16 days | |
Weighted Average Remaining Life, Outstanding, Ending balance | 7 years 11 months 23 days | 8 years 6 months 7 days |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Fair Value Assumptions for Options (Details) (Mymd Pharmaceuticals Inc.) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Nov. 11, 2020 | |
Minimum [Member] | |||
Common stock grant date fair value | $ 5 | ||
Mymd Pharmaceuticals Inc. [Member] | |||
Common stock grant date fair value | $ 1 | $ 1 | |
Expected dividend yield | 0.00% | 0.00% | |
Expected term | 5 years | 5 years | |
Mymd Pharmaceuticals Inc. [Member] | Minimum [Member] | |||
Risk-free interest rate | 0.27% | 1.37% | |
Expected stock volatility | 73.00% | 70.90% | |
Mymd Pharmaceuticals Inc. [Member] | Maximum [Member] | |||
Risk-free interest rate | 1.43% | 2.42% | |
Expected stock volatility | 75.80% | 72.40% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) (Mymd Pharmaceuticals Inc.) - Mymd Pharmaceuticals Inc. [Member] - Supera Pharmaceuticals, Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Travel expenses | $ 793,000 | $ 1,379,000 |
Outstanding travel expenses | $ 24,600 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies (Details Narrative) (Supera Pharmaceuticals, Inc.) - shares | 1 Months Ended | |
Nov. 30, 2020 | Dec. 31, 2020 | |
Ownership Percentage | 20.00% | |
Mymd Pharmaceuticals Inc. [Member] | ||
Ownership Percentage | 80.00% | |
Mymd Pharmaceuticals Inc. [Member] | Asset Purchase Agreement [Member] | ||
Number of shares issued during period, purchase of assets | 33,937,909 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) (Supera Pharmaceuticals, Inc.) - Supera Pharmaceuticals, Inc. [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Line of credit expiration date | Dec. 31, 2022 | ||
Line of credit facility, interest rate | 5.00% | ||
Shareholder [Member] | |||
Line of credit facility, maximum borrowing capacity | $ 1,000,000 | ||
Related Party [Member] | |||
Lease costs | $ 600,000 | $ 600,000 | |
Accounts Payable, Trade | $ 477,000 |
Paycheck Protection Program L_4
Paycheck Protection Program Loan (Details Narrative) (Supera Pharmaceuticals, Inc.) - Supera Pharmaceuticals, Inc. [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Proceeds from loan | $ 16,600 | ||
Maximum [Member] | |||
Loans | $ 2,000,000 | ||
Paycheck Protection Program Loan [Member] | |||
Proceeds from loan | $ 16,600 | ||
Debt term | 2 years | ||
Debt interest rate | 1.00% | ||
Loan audit inspection description | the SBA and other government communications have indicated that all loans in excess of $2 million including loans with affiliates will be subject to audit and that those audits could take up to seven years to complete. |