Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 14, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | OncBioMune Pharmaceuticals, Inc | |
Entity Central Index Key | 1,362,703 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 244,708,430 | |
Trading Symbol | OBMP | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash | $ 2,241 | $ 1,431 |
Prepaid expenses and other current assets | 17,439 | 12,686 |
Total Current Assets | 19,680 | 14,117 |
OTHER ASSETS: | ||
Property and equipment, net | 5,473 | 6,642 |
Security deposit | 6,400 | 6,400 |
Total Assets | 31,553 | 27,159 |
CURRENT LIABILITIES: | ||
Convertible debt, net | 929,207 | 686,383 |
Notes payable | 538,875 | 538,875 |
Accounts payable | 380,988 | 378,227 |
Accrued liabilities | 529,588 | 309,312 |
Derivative liabilities | 6,430,365 | 11,966,760 |
Liabilities of discontinued operations | 686,547 | 694,996 |
Due to related parties | 339,180 | 261,584 |
Total Current Liabilities | 9,834,750 | 14,836,137 |
Commitments and contingencies (Note 8) | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock: $.0001 par value, 500,000,000 shares authorized; 232,069,739 and 170,336,237 issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 23,207 | 17,034 |
Additional paid-in capital | 9,219,851 | 8,803,904 |
Accumulated deficit | (19,047,144) | (23,655,989) |
Accumulated other comprehensive loss | 25,184 | |
Total Stockholders' Deficit | (9,803,197) | (14,808,978) |
Total Liabilities and Stockholders' Deficit | 31,553 | 27,159 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock value | 100 | 100 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock value | $ 789 | $ 789 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 232,069,739 | 170,336,237 |
Common stock, shares outstanding | 232,069,739 | 170,336,237 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 7,892,000 | 7,892,000 |
Preferred stock, shares issued | 7,892,000 | 7,892,000 |
Preferred stock, shares outstanding | 7,892,000 | 7,892,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
REVENUES | ||||
OPERATING EXPENSES: | ||||
Professional fees | 138,696 | 438,314 | 315,793 | 850,573 |
Compensation expense | 137,556 | 197,076 | 306,855 | 466,597 |
Research and development expense | 27,902 | 36,318 | 84,781 | 68,232 |
General and administrative expenses | 39,584 | 51,925 | 82,355 | 115,000 |
Total Operating Expenses | 343,738 | 723,633 | 789,784 | 1,500,402 |
LOSS FROM OPERATIONS | (343,738) | (723,633) | (789,784) | (1,500,402) |
OTHER INCOME (EXPENSE): | ||||
Interest expense | (338,661) | (183,481) | (741,178) | (323,361) |
Derivative income (expense) | (4,121,797) | 850,704 | 5,355,681 | (963,529) |
Gain on debt extinguishment | 133,353 | 9,060 | 750,493 | 9,060 |
Other expenses | (71,885) | |||
Gain (loss) on foreign currency transactions | 33,633 | (4,165) | 33,633 | (6,430) |
Total Other Income (Expense) | (4,365,357) | 672,118 | 5,398,629 | (1,284,260) |
INCOME (LOSS) FROM CONTINUING OPERATIONS | (4,709,095) | (51,515) | 4,608,845 | (2,784,662) |
DISCONTINUTED OPERATIONS: | ||||
Loss from discontinued operations | (194,326) | (243,827) | ||
Total Loss from Discontinued Operations | (194,326) | (243,827) | ||
NET INCOME (LOSS) | (4,709,095) | (245,841) | 4,608,845 | (3,028,489) |
COMPREHENSIVE INCOME (LOSS:) | ||||
Net income (loss) | (4,709,095) | (245,841) | 4,608,845 | (3,028,489) |
Other comprehensive loss: | ||||
Unrealized foreign currency translation gain (loss) | 30,078 | (14,244) | (25,184) | (18,116) |
Comprehensive income (loss) | $ (4,679,017) | $ (260,085) | $ 4,583,661 | $ (3,046,605) |
NET INCOME (LOSS) PER COMMON SHARE - Basic: | ||||
Continuing operations - basic | $ (0.02) | $ 0 | $ 0.02 | $ (0.03) |
Discontinued operations - basic | 0 | 0 | ||
Net income (loss) per common share - basic | (0.02) | 0 | 0.02 | (0.03) |
NET INCOME (LOSS) PER COMMON SHARE - Diluted: | ||||
Continuing operations - diluted | (0.02) | 0 | (0.02) | (0.03) |
Discontinued operations - diluted | 0 | 0 | 0 | |
Net income (loss) per common share - diluted | $ (0.02) | $ 0 | $ (0.02) | $ (0.03) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic | 229,542,499 | 132,793,896 | 213,305,947 | 106,363,694 |
Diluted | 229,542,499 | 132,793,896 | 213,305,947 | 106,363,694 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 4,608,845 | $ (3,028,489) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation | 1,169 | 2,508 |
Stock-based compensation | 44,854 | 153,721 |
Amortization of debt discount | 501,962 | 291,668 |
Derivative (income) expense | (5,355,681) | 963,529 |
Gain on debt extinguishment | (750,493) | (9,060) |
Bad debt expense | 42,246 | |
Gain on foreign currency transactions | (25,184) | |
Change in operating assets and liabilities: | ||
Assets of discontinued operations | (1,505) | |
Prepaid expenses and other current assets | (4,754) | 23,441 |
Accounts payable | 2,761 | 36,797 |
Liabilities of discontinued operations | (8,449) | 108,523 |
Accrued liabilities | 312,184 | 131,291 |
NET CASH USED IN OPERATING ACTIVITIES | (672,786) | (1,285,330) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (715) | |
Acquisition of intangible assets | (50,000) | |
Cash received in acquisition | 39,144 | |
NET CASH USED IN INVESTING ACTIVITIES | (11,571) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from related party advances, net | 77,596 | 43,439 |
Decrease in bank overdraft | (812) | |
Payments to line of credit | (533) | |
Proceeds from convertible debt | 666,666 | 183,240 |
Proceeds from notes payable | 139,125 | |
Debt issue costs paid | (76,666) | |
Capital contribution | 482 | |
Proceeds from sale of common stock and subscription receivable | 6,000 | 1,037,960 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 673,596 | 1,402,901 |
NET INCREASE IN CASH | 810 | 106,000 |
Effect of exchange rate changes on cash and cash equivalents | 5,895 | |
CASH, beginning of period | 1,431 | |
CASH, end of period | 2,241 | 111,895 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 62,719 | 4,069 |
Income taxes | ||
Non-cash investing and financing activities: | ||
Reclassification of interest payable to convertible debt | 17,836 | |
Issuance of common stock for convertible debt and interest | 371,266 | 192,296 |
Increase in debt discount and derivative liabilities | 569,779 | 183,240 |
Liabilities assumed in acquisition | 433,947 | |
Less: assets acquired in acquisition | 325,702 | |
Net liabilities assumed | 108,245 | |
Fair value of shares for acquisition | 4,587,351 | |
Increase in intangible assets | $ 4,695,596 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS OncBioMune Pharmaceuticals, Inc. (the “Company,” “we,” “us” or “our”) is a biotechnology company specializing in innovative cancer treatment therapies. The Company has proprietary rights to a breast and prostate patent vaccine, as well as a process for the growth of cancer tumors. The Company’s mission is to improve the overall patient condition through innovative bio immunotherapy with proven treatment protocols, to lower deaths associated with cancer and reduce the cost of cancer treatment. The Company’s technology is safe, and utilizes clinically proven research methods of treatment to provide optimal success of patient recovery. On August 19, 2016, the Company and Vitel Laboratorios, S.A. de C.V., a Mexican variable stock corporation (“Vitel”) entered into a Shareholders’ Agreement related to the launch of Oncbiomune México, S.A. De C.V. (“Oncbiomune Mexico”) for the purposes of developing and commercializing the Company’s PROSCAVAX vaccine technology and cancer technologies in México, Central and Latin America (“MALA”). Under the terms of the Shareholders Agreement, the Company agreed to assign to Oncbiomune Mexico limited patent and intellectual property rights and trademarks related to its OVCAVAX, PROSCAVAX vaccine technology and cancer technologies and future developments related to these technologies. Through March 10, 2017, the Company and Vitel each owned 50% of Oncbiomune Mexico and Oncbiomune Mexico was treated as an equity-method investee for accounting purposes. Oncbiomune Mexico had minimal activity in 2016 and through March 10, 2017. On March 10, 2017, Oncbiomune Mexico became a wholly owned subsidiary of the Company. On March 10, 2017 (the “Closing Date”), the Company completed the acquisition of 100% of the issued and outstanding capital stock of Vitel from its shareholders Manuel Cosme Odabachian and Carlos Fernando Alaman Volnie (collectively, the “Vitel Stockholders”) pursuant to the terms and conditions of a Contribution Agreement to the Property of Trust F/2868 entered into among the Company and the Vitel Stockholders on the Closing Date (the “Contribution Agreement”). Vitel is a revenue-stage Mexico-based pharmaceutical company that sells generic drugs in MALA. The Company acquired Vitel for the purpose of commercializing the Company’s PROSCAVAX vaccine technology and cancer technologies in MALA and to utilize Vitel’s distribution network and customer and industry relationships. On December 29, 2017, the Board of Directors of the Company determined to sell or otherwise dispose of its interest in Vitel and Oncbiomune México due to disputes with the original Vitel Stockholders and resulting loss of operational control of the assets and operations of Vitel and OncBiomune Mexico. Accordingly, Vitel and Oncbiomune México were treated as a discontinued operation through December 31, 2017 and were deconsolidated effective January 1, 2018 (See Note 3). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation The Company’s consolidated financial statements include the financial statements of OncBioMune Pharmaceuticals, Inc. and its wholly-owned subsidiaries, OncBioMune, Inc. (for all periods presented) and, Vitel and Oncbiomune México, S.A. De C.V. (from March 10, 2017 to December 31, 2017). All significant intercompany accounts and transactions have been eliminated in consolidation. Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements These unaudited condensed consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to the consolidated financial statements for the years ended December 31, 2017 and 2016 of the Company which were included in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission on May 31, 2018. Going concern These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying unaudited condensed consolidated financial statements, the Company had net loss from operations of $789,784 and $1,500,402 for the six months ended June 30, 2018 and 2017, respectively. The net cash used in operations were $672,786 and $1,285,330 for the six months ended June 30, 2018 and 2017, respectively. Additionally, the Company had an accumulated deficit of $19,047,144 and $23,655,989 at June 30, 2018 and December 31, 2017, respectively, had a stockholders’ deficit of $9,803,197 and $14,808,978 at June 30, 2018 and December 31, 2017, respectively, and had a working capital deficit of $9,815,070 at June 30, 2018, had no revenues from continuing operations since inception, and is currently in default on certain convertible debt instruments. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that our capital resources are not currently adequate to continue operating and maintaining its business strategy for the fiscal year ending December 31, 2018. The Company will seek to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of equity and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the six months ended June 30, 2018 and 2017 include the valuation of assets and liabilities of discontinued operations, useful life of property and equipment, assumptions used in assessing impairment of long-term assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, the valuation of derivative liabilities, and the fair value of assets acquired and liabilities assumed in the business acquisition. Concentrations Generally, the Company relies on one vendor as a single source of raw materials to produce certain components of its cancer treatment products. Any production shortfall that impairs the supply of the antigen in ProscaVax to the Company could have a material adverse effect on the Company’s business, financial condition and results of operations. If the Company is unable to obtain a sufficient quantity of antigen, there could be a substantial delay in successfully developing a second source supplier. Fair value of financial instruments and fair value measurements FASB ASC 820 — Fair Value Measurements and Disclosures, Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2- Inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3- Inputs are unobservable inputs that reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, due to related parties, prepaid expenses, , convertible debt, accounts payable and accrued liabilities, approximate their fair market value based on the short-term maturity of these instruments. The Company accounts for certain instruments at fair value using level 3 valuation. At June 30, 2018 At December 31, 2017 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 6,430,365 — — 11,966,760 A roll forward of the level 3 valuation financial instruments is as follows: Derivative Liabilities Balance at December 31, 2017 $ 11,966,760 Initial valuation of derivative liabilities included in debt discount 569,779 Initial valuation of derivative liabilities included in derivative income (expense) 57,747 Reclassification of derivative liabilities to gain on debt extinguishment upon conversion of debt (235,555 ) Reclassification of derivative liabilities to gain on debt extinguishment upon cashless exercise of warrants (514,938 ) Change in fair value included in derivative income (expense) (5,413,428 ) Balance at June 30, 2018 $ 6,430,365 ASC 825-10 “ Financial Instruments , Cash and cash equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At June 30, 2018 and December 31, 2017, the Company did not have any cash equivalents. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. There were no balances in excess of FDIC insured levels as of June 30, 2018 and December 31, 2017. The Company has not experienced any losses in such accounts through June 30, 2018. Property and equipment Property are stated at cost and are depreciated using the straight-line method over their estimated useful lives, which range from three to five years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. For the six months ended June 30, 2018 and 2017, the Company did not record any impairment loss. Derivative liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any embedded derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment. Revenue recognition In May 2014, FASB issued an update Accounting Standards Update (“ASU”) (“ASU 2014-09”) establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Through March 31, 2018, pursuant to ASC 505-50 – “Equity-Based Payments to Non-Employees” Improvements to Nonemployee Share-Based Payment Accounting, Income taxes The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes Basic and diluted loss per share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method) and shares issuable for convertible debt (using the as-if converted method). These common stock equivalents may be dilutive in the future. Potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Company’s net losses and consisted of the following: June 30, 2018 June 30, 2017 Stock warrants 162,620,304 12,098,194 Convertible debt 139,295,905 15,216,038 Stock options 4,000,000 4,000,000 The following table presents a reconciliation of basic and diluted net income per share: Six Months Ended June 30, 2018 2017 Income (loss) per common share - basic: Income (loss) from continuing operations $ 4,608,845 $ (2,784,662 ) Loss from discontinued operations - (243,827 ) Net income (loss) $ 4,608,845 $ (3,028,489 ) Weighted average common shares outstanding - basic 213,305,947 106,363,694 Net income (loss) per common share – basic: From continuing operations $ 0.02 (0.03 ) From discontinued operations 0.00 (0.00 ) Net income (loss) per common share - basic $ 0.02 $ (0.03 ) Income (loss) per common share - diluted: Income (loss) from continuing operations $ 4,608,845 $ (2,784,662 ) Add: interest of convertible debt 595,064 - Less: derivative income and debt settlement income (6,106,174 ) - Numerator for loss from continuing operations per common share - diluted (902,265 ) (2,784,662 ) Numerator for loss from discontinuing operations per common share - diluted - (243,827 ) Net loss per common share – diluted $ (902,265 ) $ (3,082,489 ) Weighted average common shares outstanding - basic 213,305,947 106,363,694 Effect of dilutive securities: Stock options and warrants - - Convertible notes payable - - Weighted average common shares outstanding – diluted 213,305,947 106,363,694 Net loss per common share – diluted: From continuing operations $ (0.02 ) (0.03 ) From discontinued operations (0.00 ) (0.00 ) Net loss per common share - diluted $ (0.02 ) $ (0.03 ) Research and development Research and development costs incurred in the development of the Company’s products are expensed as incurred. For the six months ended June 30, 2018 and 2017, research and development costs were $84,781 and $68,232, respectively, and are included in operating expenses on the accompanying consolidated statements of operations. Foreign currency translation The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company and its U.S. subsidiary is the U.S. dollar and the functional currency of the Company’s subsidiaries located in Mexico is the Mexican Peso (“Peso”). For the subsidiaries whose functional currencies are the Peso, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the spot exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive loss. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the results of operations as incurred. Additionally, transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. The Company did not enter into any material transactions in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at June 30, 2018 were translated at 19.9126 Pesos to $1.00, which was the exchange rates on the balance sheet date. Equity accounts were translated at their historical rate. The average translation rates applied to the statements of operations for the six months ended June 30, 2018 was 19.0623 Pesos to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. Related parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Recent accounting pronouncements On February 25, 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”) to amend the accounting guidance for leases. The accounting applied by a lessor is largely unchanged under ASU 2016-02. However, the standard requires lessees to recognize lease assets and lease liabilities for leases classified as operating leases on the balance sheet. Lessees will recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it will recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and early adoption is permitted. The Company is currently assessing the impact of the guidance on its consolidated financial statements and notes to its consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Deconsolidation and Discontinua
Deconsolidation and Discontinuation of Operations of Vitel and Oncbiomune Mexico | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Deconsolidation and Discontinuation of Operations of Vitel and Oncbiomune Mexico | NOTE 3 – DECONSOLIDATION AND DISCONTINUATION OF OPERATIONS OF VITEL AND ONCBIOMUNE MEXICO On December 29, 2017, the Board of Directors of the Company determined to sell or otherwise dispose of its interest in Vitel and Oncbiomune Mexico due to disputes with the original Vitel Stockholders and resulting loss of operational control of the assets and operations of Vitel and OncBiomune Mexico. Accordingly, as of December 31, 2017, the Company presented Vitel and Oncbiomune Mexico as discontinued operations and effective January 1, 2018 has deconsolidated these wholly-owned subsidiaries in accordance with ASC 810-10 “Consolidation”. However, at June 30, 2018 and after deconsolidation, the Company has recorded the liabilities of these subsidiaries that existed at December 31, 2017 as a contingent liability and therefore reflected liabilities of discontinued operation of $686,547 on the accompanying condensed consolidated balance sheet, which consist of account payable balances incurred through December 31, 2017. Pursuant to ASC Topic 205-20, Presentation of Financial Statements - Discontinued Operations, the business of the Oncbiomune Mexico and Vitel are now considered discontinued operations because of management’s decision of December 29, 2017. The assets and liabilities classified as discontinued operations in the Company’s consolidated financial statements as of June 30, 2018 and December 31, 2017, and for the six months ended June 30, 2018 and 2017 is set forth below. June 30, 2018 December 31, 2017 Assets: Current assets: Cash $ - - Total current assets - - Total assets $ - $ - Liabilities: Current liabilities: Accounts payable $ 686,547 $ 692,592 Due to related parties - 432 Payroll liabilities - 1,972 Total current liabilities 686,547 694,996 Total liabilities $ 686,547 $ 694,996 The summarized operating result of discontinued operations included in the Company’s consolidated statements of operations is as follows: Six Months Ended June 30, 2018 2017 Revenues $ - $ 160,114 Cost of revenues - 102,916 Gross profit - 57,198 Operating expenses: Professional fees - 99,278 Consulting – related party - 21,947 Bad debt expense - 42,246 General and administrative expenses – related party - 8,206 Compensation expense - 72,269 General and administrative expenses - 57,079 Total operating expenses - 301,025 Loss from discontinued operations, net of income taxes $ - $ (243,827 ) |
Convertible Debt
Convertible Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Debt | NOTE 4 – CONVERTIBLE DEBT November 2016 Financing On November 23, 2016, the Company entered into and closed on the transaction set forth in an Amended and Restated Securities Purchase Agreements (the “Securities Purchase Agreements”) it entered into with three institutional investors (the “Purchasers”) for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the Securities Purchase Agreement, the Company issued upon closing to the Purchasers for an aggregate subscription amount of $350,000: (i) 14.29% Original Issue Discount 10% Senior Secured Convertible Notes (the “November 2016 Notes”); and (ii) warrants (the “Warrants”) to purchase 2,333,334 shares of the Company’s common stock at an initial exercise price of $0.175 (subject to adjustments under certain conditions as defined in the Warrants) (see below for reduction of warrant exercise price) which are exercisable for a period of five years from November 23,2016. The aggregate principal amount of the November 2016 Notes was $350,000 and the Company received $300,000 after giving effect to the original issue discount of $50,000. The November 2016 Notes bear interest at a rate equal to 10% per annum (which interest rate increased to 24% per annum upon the occurrence of an Event of Default (as defined in the November 2016 Notes)), had a maturity date of July 23, 2017 and were convertible (principal, and interest) at any time after the issuance date of the November 2016 Notes into shares of the Company’s Common Stock at an initial conversion price equal to $0.15 per share (subject to adjustment as provided in the Note) (see below for reduction for reduction of conversion price), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the November 2016 Notes shall be convertible and the Warrants shall be exercisable at 60% of the lowest closing price during the prior twenty trading days of the Common Stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”). Due to non-payment of the November 2016 Notes, an event of default occurred and accordingly, the November 2016 Notes and Warrants are convertible and exercisable based on the default terms. On May 23, 2017, in connection with the November 2016 Notes, the Company entered into forbearance agreements (the “Forbearance Agreements”) with the Purchases whereby the Purchasers waived any event of default, as defined in the November 2016 Notes. The Company failed to make a payment on May 23, 2017 to each of the Holders as required pursuant to the November 2016 Notes which resulted in an event of default under such Notes. As of result of the event of default, the aggregate amount owing under the November 2016 Notes as of May 23, 2017 was increased to $509,135 with such amount including a mandatory default amount of $141,299 and accrued interest of $17,836 resulting in debt settlement expense of $141,299 which was recorded in May 2017. The Forbearance Agreement also provides for the Holders to forbear their right to demand an immediate cash payment of the principal amount due plus accrued interest as a result of the Company’s failure to satisfy its payment obligations to the Holder on May 23, 2017 so long as the Company complies with its other obligations under the November 2016 Notes and the other transaction documents. The Forbearance Agreements did not waive the default interest rate of 24%. In consideration therefore, and as currently set forth in the November 2016 Notes, the Holders shall be entitled to convert such notes from time to time at their discretion in accordance with the terms of the November 2016 Notes and the November 2016 Notes shall not be subject to repayment unless agreed to by the Holder of such Note. In connection with the Forbearance Agreement, in May 2017, the Company increased the principal balance of the November 2016 Notes by $159,135, reduced accrued interest payable by $17,836, and recorded debt settlement expense of $141,299. In 2017, the Company also increased the principal amount of these notes by $42,327 for other default charges and other expenses. During the six months ended June 30, 2018, the Company issued 13,028,779 shares of common share for the conversion of principal balance of $139,712, accrued interest of $21,869 and recorded additional default interest expense of $8,892 The November 2016 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these November 2016 Notes, the Company sold stock at a share price of $0.075 per share then to $0.05 per share and then $0.01 per share. Accordingly, pursuant to these ratchet provisions, the conversion price on the November 2016 Notes were lowered to $0.05 per share then to $0.03 per share and then to $0.006 per share and the exercise price of the November 2016 Warrants was lowered to $0.006. Additionally, the total number of November 2016 Warrants were increased on a full ratchet basis from 2,333,334 warrants to 13,611,114 warrants (see Note 7). In September 2017, the Company issued 9,547,087 shares of its common stock upon the cashless exercise of 9,074,076 of these warrants (see Note 7). The remaining 4,537,038 warrants were then ratcheted to 22,685,192 warrants based on the new ratcheted down $0.006 per share exercise price. June 2017 Financing On June 2, 2017, the Company entered into a 2 nd nd nd The aggregate principal amount of the June 2017 Notes is $233,345 and the Company received $200,000 after giving effect to the original issue discount of $33,345. The June 2017 Notes bear interest at a rate equal to 10% per annum (which interest rate is increased to 24% per annum upon the occurrence of an Event of Default (as defined in the June 2017 Notes)), have a maturity date of February 2, 2018 and are convertible (principal, and interest) at any time after the issuance date of issuance into shares of the Company’s common stock at an initial conversion price equal to $0.15 per share (subject to adjustment as provided in the June 2017 Notes), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the June 2017 Note shall be convertible at 60% of the lowest closing price during the prior twenty trading days of the common stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”). The June 2017 Notes provide for two amortization payments on the six-month, seven-month and eight-month anniversary of the issue date with each amortization payment being one third of the total outstanding principal and interest. If the six-month amortization payment is made in cash then the payment is an amount equal to 120% of the applicable amortization payment and if the seven-month or the eight-month amortization payments are made in cash then the payment is an amount equal to 125% of the applicable amortization payment. In 2018, the Company also increased the principal amount of these notes by $2,268 for other default charges and other expenses. The June 2017 Notes may be prepaid at any time until the 180th day following the Original Issue Date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the three months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the June 2017 Notes and accrued and unpaid interest during months four through six following the Original Issue Date. In order to prepay the June 2017 Notes, the Company shall provide 20 Trading Days prior written notice to the Holder, during which time the Holder may convert the June 2017 Notes in whole or in part at the Conversion Price. The June 2017 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these June 2017 Notes, the Company sold stock at a share price of $0.05 per share and then $.01 per share. Accordingly, pursuant to these ratchet provisions, the conversion price of the notes were lowered to $0.006 per shares and the exercise price of the June 2017 Warrants were lowered to $0.006 per share and the total number of June 2017 Warrants were increased on a full ratchet basis from 1,555,632 warrants to 45,372,600 warrants, an increase of 43,816,968 warrants. During the six months ended June 30, 2018, the Company issued 6,893,145 shares of its common stock upon the cashless exercise of 9,074,520 of these warrants and cancelled 6,049,680 warrants related to a change in the estimate of the number warrants reflected as issued previously calculated in connection with the full ratchet adjustment terms of the warrant. July 2017 Financing On July 26, 2017, the Company entered into and closed on a 3 rd rd rd rd In order to prepay these Notes, the Company shall provide 20 Trading Days prior written notice to the Purchaser, during which time the Purchaser may convert the Notes in whole or in part at the Conversion Price. The July 2017 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these July 2017 Notes, the Company sold stock at a share price of $0.05 per share and then at $0.01 per share. Accordingly, pursuant to these ratchet provisions, the conversion price of the notes were lowered to $0.006 per share and the exercise price of the July 2017 Warrants were lowered to $0.006 per share and the total number of July 2017 Warrants were increased on a full ratchet basis from 4,769,763 warrants to 79,496,050 warrants, an increase of 74,726,287 warrants (see Note 7). During the six months ended June 30, 2018, the Company issued 15,845,290 shares of its common stock upon the cashless exercise of 19,874,013 of these warrants and cancelled 6,624,670 warrants related to a change in the estimate of the number warrants reflected as issued previously calculated in connection with the full ratchet adjustment terms of the warrant. January 2018 Financing On January 29, 2018, the Company entered into and closed on a 4 th th th th These Notes provide for three amortization payments on the six-month, seven-month and eight-month anniversary of the original issue date with each amortization payment being one third of the total outstanding principal and interest. If the six-month amortization payment is made in cash, then the payment is an amount equal to 110% of the applicable amortization payment and if the seven-month or the eight-month amortization payments are made in cash then the payment is an amount equal to 115% of the applicable amortization payment. These Notes may be prepaid at any time until the 180th day following the Original Issue Date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the five months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the Notes and accrued and unpaid interest during the six month following the Original Issue Date. In order to prepay these Notes, the Company shall provide 20 Trading Days prior written notice to the Purchaser, during which time the Purchaser may convert the Notes in whole or in part at the Conversion Price. March 2018 Financing On March 13, 2018, the Company entered into a 5 th th The initial exercise price of the Warrants is $0.04 per share, subject to adjustment as described below, and the Warrants are exercisable for five years after the issuance date. The Warrants are exercisable for cash at any time and are exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the Warrants. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. The exercise price of the Warrants is also subject to full ratchet price adjustment if the Company issues common stock at a price per share lower than the then-current exercise price of the Warrant. The March 2018 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these March 2018 Notes, the Company defaulted on these Notes. Accordingly, pursuant to the default provisions, the conversion price of the notes were lowered to the Default Conversion Price and the exercise price of the March 2018 Warrants shall be 60% of the Default Conversion Price and the total number of March 2018 Warrants were increased on a full ratchet basis from 12,500,000 warrants to 34,013,605, an increase of 21,513,605 warrants (see Note 7). The Notes provide for amortization payments on each of the six-month anniversary of the issue date, seven-month anniversary of the issue date and on the maturity date with each amortization payment being one third of the total outstanding principal and all interest accrued as of the payment date. If the six-month amortization payment is made in cash then the Company shall pay the holder 110% of the applicable amortization payment and if the seven-month or the maturity date amortization payments are made in cash then the Company shall pay the holder 115% of the applicable amortization payment. The holder may elect at its option to receive the amortization payments in common stock subject to certain equity conditions. The Notes may be prepaid at any time until the 180th day following the original issue date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest through the five month anniversary of the issue date, and (ii) 120% of outstanding principal balance of the Notes and accrued and unpaid interest from the fifth month anniversary of the issue date through the six month anniversary of the issue date. In order to prepay the Notes, the Company shall provide 20 trading days prior written notice to the holders, during which time a holder may convert its Note in whole or in part at the conversion price. The November 2016 Notes, June 2017 Notes, July 2017, January 2018 and March 2018 Notes contain certain covenants, such as restrictions on the incurrence of indebtedness, creation of liens, payment of restricted payments, redemptions, payment of cash dividends and the transfer of assets. These Notes also contains certain adjustment provisions that apply in connection with any stock split, stock dividend, stock combination, recapitalization or similar transactions. The conversion price is also subject to adjustment if the Company issues or sells shares of its common stock for a consideration per share less than the conversion price then in effect, or issue options, warrants or other securities convertible or exchange for shares of its common stock at a conversion or exercise price less than the conversion price of these Notes then in effect. If either of these events should occur, the conversion price is reduced to the lowest price at which these securities were issued or are exercisable. The Company granted the Purchasers certain rights of first refusal on future offerings by the Company for as long as the Purchasers hold these Notes. In addition, subject to limited exceptions, the Purchasers will not have the right to convert any portion of these Note if the Purchaser, 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 giving effect to its conversion. The Purchaser may increase or decrease this ownership limitation to any percentage not exceeding 9.99% upon 61 days prior written notice to the Company. The November 2016, June 2017, July 2017, January 2018 and March 2018 Warrants are exercisable for shares of the Company’s common stock upon the payment in cash of the exercise price and they are also exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the Warrants. The exercise price of these Warrants are subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. The exercise price of these Warrants are also subject to full ratchet price adjustment if the Company sells or grants any option to purchase, sells or re-prices any common stock or common stock equivalents, as defined, at an exercise price lower than the then-current exercise price of these Warrants with the exception for certain exempted issuances and subject to certain limitations on the reduction of the exercise price as provided in the Warrants. In the event of a fundamental transaction, as described in these Warrants and generally including any reorganization, recapitalization or reclassification of the Common Stock, the sale, transfer or other disposition of all or substantially all of the Company’s properties or assets, the Company’s consolidation or merger with or into another person, the acquisition of more than 50% of the outstanding Common Stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by the outstanding Common Stock, the holders of these Warrants will be entitled to receive upon exercise of the Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised these Warrants immediately prior to such fundamental transaction; provided that upon the occurrence of certain fundamental transactions, the holder can require the Company to purchase these Warrants for cash at a price equal to the higher of the Black Scholes Value of the unexercised portion of these Warrants or difference between the cash per share paid in the fundamental transaction and the exercise price per share. The holders of these Warrants will not have the right to exercise any portion of these Warrants if the holder (together with its affiliates) would beneficially own in excess of 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of these Warrants. In connection with the Company’s obligations under the November 2016, June 2017, July 2017, January 2018 and March 2018 Notes, the Company entered into a Security Agreement, Pledge Agreement and Subsidiary Guaranty with Calvary Fund I LP, as agent, pursuant to which the Company granted a lien on all assets of the Company (the “Collateral”) excluding permitted indebtedness which included a first lien held by Regions Bank in connection with the $100,000 revolving promissory note entered into with Regions Bank in October 2014, for the benefit of the Purchasers, to secure the Company’s obligations under the Notes. Upon an Event of Default (as defined in the related Notes), the Purchasers may, among other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral or sell, lease or dispose of the Collateral. During the six months ended June 30, 2018, the Company issued 38,395,067 shares of its common stock upon the conversion of principal note balances of $279,359 and accrued interest and penalties of $91,907. Derivative liabilities pursuant to Notes and Warrants In connection with the issuance of the November 2016, June 2017, July 2017, January 2018 and March 2018 Notes and Warrants, the Company determined that the terms of these Note and Warrants contain terms that included a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Accordingly, under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”, the embedded conversion option contained in the convertible instruments and the Warrants were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives and Warrants were determined using the Binomial valuation model. At the end of each period, on the date that debt was converted into common shares, and on the date of a cashless exercise of warrants, the Company revalued the embedded conversion option and warrants derivative liabilities. In connection with the issuance of the January and March 2018 Notes and Warrants, during the six months ended June 30, 2018, on the initial measurement date, the fair values of the embedded conversion option derivative and warrant derivative of $627,526 was recorded as derivative liabilities and was allocated as a debt discount up to the net proceeds of the Convertible Note of $569,779, with the remainder of $57,747 charged to current period operations as initial derivative expense. At the end of the period, the Company revalued the embedded conversion option and warrant derivative liabilities. In connection with these revaluations and the initial derivative expense, the Company recorded derivative income (expense) of $5,355,681 and $(963,529) for the six months ended June 30, 2018 and 2017, respectively. Additional purchaser rights and company obligations The Securities Purchases Agreements also requires the Company to pay counsel for the holders $10,000, satisfy the current public information requirements under SEC Rule 144(c), refrain from issuing securities for a period of 30 days from closing and provides the holders with rights of participation in future financings for a period of 12 months from the closing. During the six months ended June 30, 2018, the fair value of the derivative liabilities was estimated using the Binomial valuation model with the following assumptions: Dividend rate 0 Term (in years) 0.01 to 5.00 years Volatility 188.9% to 197.1 % Risk-free interest rate 2.07% to 2.94 % At June 30, 2018 and December 31, 2017, the convertible debt consisted of the following: June 30, 2018 December 31, 2017 Principal amount $ 1,230,333 $ 840,757 Less: unamortized debt discount (301,126 ) (154,374 ) Convertible note payable, net $ 929,207 $ 686,383 For the six months ended June 30, 2018 and 2017, amortization of debt discounts related to this Convertible Note and the Notes amounted to $501,963 and $291,668, respectively, which has been included in interest expense on the accompanying consolidated statements of operations. The weighted average interest rate during the six months ended June 30, 2018 and 2017 was approximately 14.5% and 10.0%, respectively. Termination of October 20, 2015 Agreements On March 13, 2018, the Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a termination agreement (the “Termination Agreement”) pursuant to which the parties terminated (i) the purchase agreement between them dated October 20, 2015 (the “Equity Line Agreement”) that provided the Company the right to sell to Lincoln Park, at its sole discretion, up to $10,100,000 of the Company’s common stock and (ii) the related registration rights agreement pursuant to which the Company had agreed to file a registration statement with the Securities and Exchange Commission covering the shares issuable under the Equity Line Agreement and related share issuances. |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Loans Payable | NOTE 5 – LOANS PAYABLE From June 2017 to September 2017, the Company entered into loan agreements with several third parties (the “Loans”). Pursuant to the loan agreements, the Company borrowed an aggregate of $538,875. The Loans bear interest at an annual rate of 33.3%, are unsecured and are in default. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | NOTE 6 – RELATED-PARTY TRANSACTIONS Due to related parties From time to time, the Company receives advances from and repays such advances to the Company’s chief executive officer for working capital purposes. For the six months ended June 30, 2018, due to related party activity consisted of the following: CEO Total Balance due to related parties at December 31, 2017 $ 261,584 $ 261,584 Working capital advances received 89,596 89,596 Repayments made (12,000 ) (12,000 ) Balance due to related parties at June 30, 2018 $ 339,180 $ 339,180 |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 7 – STOCKHOLDERS’ DEFICIT Shares Authorized On August 12, 2015, the Company filed amended and restated Articles of Incorporation with the Nevada Secretary of State to authorize 520,000,000 shares of capital stock, of which 500,000,000 shares are common stock, with a par value of $0.0001 per share (“Common Stock”), and 20,000,000 shares are preferred stock, with a par value of $0.0001 per share (“Preferred Stock”). Series A Preferred Stock On August 20, 2015, the Company filed the Certificate of Designation with the Nevada Secretary of State, designating 1,000,000 shares of the authorized 20,000,000 Preferred Stock as Series A Preferred Stock. Each holder of Series A Preferred Stock is entitled to 500 votes for each share of Series A Preferred Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company. The holders of Series A Preferred Stock shall have no special voting rights and their consent is not required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for the taking of any corporate action. On December 31, 2017 and 2016, there were 1,000,000 shares of the Company’s Series A Preferred Stock outstanding. Of these shares, 500,000 are held by our Chief Executive Officer and 500,000 shares are held by a former member of our Board of Directors. Series B Preferred Stock On March 7, 2017, the Company filed a certificate of designation, preferences and rights of Series B preferred stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to designate 7,892,000 shares of its previously authorized preferred stock as Series B preferred stock, par value $0.0001 per share and a stated value of $0.0001 per share. The Certificate of Designation and its filing was approved by the Company’s board of directors without shareholder approval as provided for in the Company’s articles of incorporation and under Nevada law. The holders of shares of Series B preferred stock are entitled to dividends or distributions share for share with the holders of the Common Stock, if, as and when declared from time to time by the Board of Directors. The holders of shares of Series B preferred stock have the following voting rights: ● Each share of Series B preferred stock entitles the holder to 100 votes on all matters submitted to a vote of the Company’s stockholders. ● Except as otherwise provided in the Certificate of Designation, the holders of Series B preferred stock, the holders of Company common stock and the holders of shares of any other Company capital stock having general voting rights and shall vote together as one class on all matters submitted to a vote of the Company’s stockholders; and ● Commencing at any time after the date of issuance of any shares of the Series B Preferred Stock (the “Issuance Date”) and upon the earliest of the occurrence of (i) a holder of the Series B Preferred Stock owning, directly or indirectly as a beneficiary or otherwise, shares of Common Stock which are less than 5.0% of the total outstanding shares of Common Stock, (ii) the date a holder of the Series B Preferred Stock is no longer an employee of the Company or any of its subsidiaries or (iii) five years after the Issuance Date, the Company shall have the right to redeem all of the then outstanding Series B Preferred Stock held by such holder at a price equal to the Stated Value (the “Redemption Price”). The Series B Preferred Stock which is redeemed as provided for in the Certificate of Designations shall be returned to the Company (and, if not so returned, shall automatically be deemed canceled). The Redemption Price shall be mailed to such holder at the holder’s address of record, and the Series B Preferred Stock owned by such holder shall be canceled. In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up of the Corporation, the holders of the Series B Preferred Stock shall be entitled to receive, share for share with the holders of shares of Common Stock and Series A Preferred Stock, all the assets of the Corporation of whatever kind available for distribution to stockholders, after the rights of the holders of the Series A Preferred Stock have been satisfied. In March 2017, the Company issued 2,892,000 shares of Series B Preferred to Jonathan F. Head, Ph. D, the Company’s Chief Executive Officer and a member of the Board of Directors of the Company as provided for in the Contribution Agreement. The Series B preferred stock issued to Dr. Head and were determined to have nominal value of $289, or $.0001 per shares, and was recorded as compensation expense. In addition, in March 2017 the Company issued 5,000,000 shares of Series B Preferred to Banco Actinver for the benefit of the Vitel Stockholders as partial consideration in the exchange for 100% of the issued and outstanding capital stock of Vitel. (See Note 3). The 5,000,000 shares of Series B preferred stock which primarily gives the holder voting rights and were determined to have nominal value of $500, or $.0001 per shares. As of June 30, 2018, there are 7,892,000 shares of Series B Preferred issued and outstanding. Common Stock Shares issued for cash In January 2018, pursuant to a unit subscription agreement, the Company issued 600,000 shares of its unregistered common stock to an investor for cash proceeds of $6,000, or $0.01 per share. Common stock issued for debt conversion From January 1, 2018 to June 30, 2018, the Company issued 38,395,067 shares upon conversion of debt of $279,359 and accrued interest and penalties of $91,907. Upon the conversion of the debt, the Company valued the related derivative liability using the Binomial valuation model and calculated a fair value of $235,555 which was recorded as a reduction of derivative liabilities and as gain on debt extinguishment. Shares issued for cashless exercise of warrants During January through June 2018, the Company issued 22,738,435 shares of its common stock upon the cashless exercise of 28,948,533 of these warrants. Warrants The November 2016 Warrants include a down-round provision under which the exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these November 2016 Warrants, the Company sold stock at a share price of $0.075 per share, $0.05 per share and $0.01 per share. Accordingly, pursuant to these ratchet provisions, the exercise price of the November 2016 Warrants was lowered to $0.006. Additionally, the total number of November 2016 Warrants were increased on a full ratchet basis from 2,333,334 warrants to 13,611,114 warrants. In September 2017, the Company issued 9,547,087 shares of its common stock upon the cashless exercise of 9,074,076 of these warrants. The remaining 4,537,038 warrants were then ratcheted to 22,685,192 warrants based on the new ratcheted down $0.006 per share exercise price. On June 2, 2017, in connection with the 2 nd On July 26, 2017, in connection with the 3rd Securities Purchase Agreement (see Note 4), the Company issued the July 2017 Warrants to purchase 4,769,763 shares of the Company’s common stock, par value $0.001 per share at an exercise price of $0.10 (subject to adjustments under certain conditions as defined in the July 2017 Warrants). The July 2017 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these July 2017 Notes, the Company sold stock at a share price of $0.05 per share and $0.01 per share. Accordingly, pursuant to these ratchet provisions, the exercise price of the July 2017 Warrants were lowered to $0.006 per share and the total number of July 2017 Warrants were increased on a full ratchet basis from 4,769,763 warrants to 79,496,050 warrants, an increase of 74,726,287 warrants. During the six months ended June 30, 2018, the Company issued 15,845,290 shares of its common stock upon the cashless exercise of 19,874,013 of these warrants and cancelled 6,624,670 warrants related to a full ratchet adjustment. On January 29, 2018, in connection with the 4 th th On March 13, 2018, in connection with the 5 th th During January through June 2018, the Company issued 22,738,435 shares of its common stock upon the cashless exercise of 28,948,533 of these warrants. Upon the cashless exercise of these warrants, the Company valued such warrants using the Binomial valuation model and calculated a fair value of $514,938 which was recorded as a reduction of derivative liabilities and as gain on debt extinguishment. Warrant activities for the six months ended June 30, 2018 are summarized as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding December 31, 2017 153,151,959 $ 0.02 Issued in connection with financings 56,689,345 0.015 Reduction in warrants related to change in estimate in the number of warrants based on full ratcheted terms (12,674,350 ) 0.006 Exercised (28,948,533 ) 0.006 Balance Outstanding June 30, 2018 168,218,421 $ 0.02 4.14 $ 2,596,588 Exercisable, June 30, 2018 168,218,421 $ 0.02 4.14 $ 2,596,588 Stock options On March 10, 2017, the non-management members of the Board of Directors determined that it was in the best interests of the Company to reward the Company’s chief executive officer and chief financial officer of the Company by amending their employment agreements and awarding them stock options in order to provide incentives to retain and motivate them in their roles with the Company. The stock option award included options for each of them to purchase 2,000,000 shares (the “Stock Options”) of Common Stock at an exercise price of $0.25 per share. One-third of the Stock Options vest on March 10, 2017, March 10, 2018, and March 10, 2019, respectively, and are exercisable at any time after vesting until 10 years after the grant date. The Stock Options vest so long as the optionee remains an employee of the Company or a subsidiary of the Company on the vesting dates (except as otherwise provided for in the employment agreement between the Company and the optionee). The fair value of this option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: dividend yield of 0%; expected volatility of 203.4%; risk-free interest rate of 1.93%; and, an estimated holding period of 6 years. In connection with these options, the Company valued these options at a fair value of $293,598 and will record stock-based compensation expense over the vesting period. During the six months ended June 30, 2018 and 2017, the Company recorded stock-based compensation expense of $44,855 and $140,682 related to these options, respectively. On May 8, 2018, the Company granted an aggregate of 17,500,000 stock options to purchase 17,500,000 shares of the Company’s common stock at $0.0135 per share as follows: 15,000,000 options were granted to officers and directors of the Company, 500,000 options were granted to an employee, and 2,000,000 option to the Company’s scientific advisory board. These options vest in one year from the grant date and expire on May 8, 2028. The fair value of these option grants was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: dividend yield of 0%; expected volatility of 243%; risk-free interest rate of 2.81%; and, an estimated term based on the simplified method of 5.5 years. In connection with these options, the Company valued these options at a fair value of approximately $233,000 and will record stock-based compensation expense over the vesting term. At June 30, 2018, there were 21,500,000 options outstanding and 2,666,668 options vested and exercisable. As of June 30, 2018, there was $228,617 of unvested stock-based compensation expense to be recognized through December 2026. The aggregate intrinsic value at June 30, 2018 was approximately $0 and was calculated based on the difference between the quoted share price on June 30, 2018 and the exercise price of the underlying options. Stock option activities for the six months ended June 30, 2018 are summarized as follows: Number of Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding December 31, 2017 4,000,000 $ 0.250 Granted 17,500,000 0.014 Balance Outstanding June 30, 2018 21,500,000 $ 0.07 9.64 $ 0 Exercisable, June 30, 2018 2,666,668 $ 0.25 8.70 $ 0 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 – COMMITMENTS AND CONTINGENCIES Employment agreements On February 2, 2016, the Company entered into an employment agreement with Jonathan F. Head, Ph.D. (“Dr. Head”) to serve as the Company’s Chief Executive Officer, the term of which runs for three years (from February 2, 2016 through February 1, 2019) and renews automatically for one year periods unless a written notice of termination is provided not less than 120 days prior to the automatic renewal date. The employment agreement with Dr. Head provides that Dr. Head’s salary for calendar year 2016 shall be $275,000 and for calendar year 2017 and for each calendar year thereafter during the term of the employment agreement with Dr. Head shall be an amount determined by the Board of Directors, which in no event shall be less than the annual salary that was payable by the Company to Dr. Head for the immediately preceding calendar year. On February 2, 2016, the Company entered into an employment agreement with Andrew Kucharchuk (“Mr. Kucharchuk) to serve as the Company’s President and Chief Financial Officer, the term of which runs for three years (from February 2, 2016 through February 1, 2019) and renews automatically for one year periods unless a written notice of termination is provided not less than 120 days prior to the automatic renewal date. The employment agreement with Mr. Kucharchuk provides that Mr. Kucharchuk’s salary for calendar year 2016 shall be $200,000 and for calendar year 2017 and for each calendar year thereafter during the term of the employment agreement with Mr. Kucharchuk shall be an amount determined by the Board of Directors, which in no event shall be less than the annual salary that was payable by the Company to Mr. Kucharchuk for the immediately preceding calendar year. The above executives shall be eligible for an annual target bonus payment in an amount equal to ten percent of his base salary (“Bonus”). The Bonus is determined based on the achievement of certain performance objectives of the Company as established by the Board of Directors. The Bonus may be greater or less than the target Bonus, based on the level of achievement of the applicable performance objectives. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 - SUBSEQUENT EVENTS Common stock issued for debt conversion In July 2018, the Company issued 3,852,486 shares upon conversion of debt of $20,000 and accrued interest of $3,115. On August 3, 2018, the Company issued 3,338,767 shares upon conversion of debt of $20,000 and accrued interest of $333. Cashless exercise of Warrants During July, the Company issued an additional 5,447,438 shares of its common stock as a result of several prior cashless exercise of 28,948,553 Warrants under a securities purchase agreement dated June 2, 2017. The exercise price of the securities issued due to the conversions of the June 2017 and the July 2017 Warrants were lowered to $0.006 in December 2017. For that reason, the shareholder presented the company with its request for the issuance of the additional subject shares. Upon the cashless exercise of these warrants, the Company valued such Warrants using the Binomial valuation model and calculated a fair value of $142,651 which was recorded as a reduction of derivative liabilities and as gain on debt extinguishment. Convertible Debt In July 2018, the Company issued an 8% Convertible Promissory Note for principal borrowings of $150,000. The 8% convertible promissory note and all accrued interest are due in July 2019. The Company received proceeds for a total of $150,000 and paid no original issuance costs or related loan fees in connection with this note payable. The note is unsecured and bears interest at the rate of 8% per annum from the issuance date thereof until the note is paid. The note holder has the right to convert beginning on the date which was the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to 75% of the average of the closing prices of the Company’s common stock during the 5 trading days immediately preceding the conversion date. During the first 30 to 365 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid interest due under these notes, together with any other amounts that the Company may owe the holder under the terms of these notes, at a premium ranging from 105% to 110% as defined in the note agreements. After this initial 365-day period, the Company does not have a right to prepay the note. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of presentation and principles of consolidation The Company’s consolidated financial statements include the financial statements of OncBioMune Pharmaceuticals, Inc. and its wholly-owned subsidiaries, OncBioMune, Inc. (for all periods presented) and, Vitel and Oncbiomune México, S.A. De C.V. (from March 10, 2017 to December 31, 2017). All significant intercompany accounts and transactions have been eliminated in consolidation. Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements These unaudited condensed consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to the consolidated financial statements for the years ended December 31, 2017 and 2016 of the Company which were included in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission on May 31, 2018. |
Going Concern | Going concern These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying unaudited condensed consolidated financial statements, the Company had net loss from operations of $789,784 and $1,500,402 for the six months ended June 30, 2018 and 2017, respectively. The net cash used in operations were $672,786 and $1,285,330 for the six months ended June 30, 2018 and 2017, respectively. Additionally, the Company had an accumulated deficit of $19,047,144 and $23,655,989 at June 30, 2018 and December 31, 2017, respectively, had a stockholders’ deficit of $9,803,197 and $14,808,978 at June 30, 2018 and December 31, 2017, respectively, and had a working capital deficit of $9,815,070 at June 30, 2018, had no revenues from continuing operations since inception, and is currently in default on certain convertible debt instruments. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that our capital resources are not currently adequate to continue operating and maintaining its business strategy for the fiscal year ending December 31, 2018. The Company will seek to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of equity and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Use of Estimates | Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the six months ended June 30, 2018 and 2017 include the valuation of assets and liabilities of discontinued operations, useful life of property and equipment, assumptions used in assessing impairment of long-term assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, the valuation of derivative liabilities, and the fair value of assets acquired and liabilities assumed in the business acquisition. |
Concentrations | Concentrations Generally, the Company relies on one vendor as a single source of raw materials to produce certain components of its cancer treatment products. Any production shortfall that impairs the supply of the antigen in ProscaVax to the Company could have a material adverse effect on the Company’s business, financial condition and results of operations. If the Company is unable to obtain a sufficient quantity of antigen, there could be a substantial delay in successfully developing a second source supplier. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair value of financial instruments and fair value measurements FASB ASC 820 — Fair Value Measurements and Disclosures, Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2- Inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3- Inputs are unobservable inputs that reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, due to related parties, prepaid expenses, , convertible debt, accounts payable and accrued liabilities, approximate their fair market value based on the short-term maturity of these instruments. The Company accounts for certain instruments at fair value using level 3 valuation. At June 30, 2018 At December 31, 2017 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 6,430,365 — — 11,966,760 A roll forward of the level 3 valuation financial instruments is as follows: Derivative Liabilities Balance at December 31, 2017 $ 11,966,760 Initial valuation of derivative liabilities included in debt discount 569,779 Initial valuation of derivative liabilities included in derivative income (expense) 57,747 Reclassification of derivative liabilities to gain on debt extinguishment upon conversion of debt (235,555 ) Reclassification of derivative liabilities to gain on debt extinguishment upon cashless exercise of warrants (514,938 ) Change in fair value included in derivative income (expense) (5,413,428 ) Balance at June 30, 2018 $ 6,430,365 ASC 825-10 “ Financial Instruments , |
Cash and Cash Equivalents | Cash and cash equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At June 30, 2018 and December 31, 2017, the Company did not have any cash equivalents. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. There were no balances in excess of FDIC insured levels as of June 30, 2018 and December 31, 2017. The Company has not experienced any losses in such accounts through June 30, 2018. |
Property and Equipment | Property and equipment Property are stated at cost and are depreciated using the straight-line method over their estimated useful lives, which range from three to five years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. |
Impairment of Long-lived Assets | Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. For the six months ended June 30, 2018 and 2017, the Company did not record any impairment loss. |
Derivative Liabilities | Derivative liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any embedded derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment. |
Revenue Recognition | Revenue recognition In May 2014, FASB issued an update Accounting Standards Update (“ASU”) (“ASU 2014-09”) establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers |
Stock-Based Compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Through March 31, 2018, pursuant to ASC 505-50 – “Equity-Based Payments to Non-Employees” Improvements to Nonemployee Share-Based Payment Accounting, |
Income Taxes | Income taxes The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes |
Basic and Diluted Loss Per Share | Basic and diluted loss per share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method) and shares issuable for convertible debt (using the as-if converted method). These common stock equivalents may be dilutive in the future. Potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Company’s net losses and consisted of the following: June 30, 2018 June 30, 2017 Stock warrants 162,620,304 12,098,194 Convertible debt 139,295,905 15,216,038 Stock options 4,000,000 4,000,000 The following table presents a reconciliation of basic and diluted net income per share: Six Months Ended June 30, 2018 2017 Income (loss) per common share - basic: Income (loss) from continuing operations $ 4,608,845 $ (2,784,662 ) Loss from discontinued operations - (243,827 ) Net income (loss) $ 4,608,845 $ (3,028,489 ) Weighted average common shares outstanding - basic 213,305,947 106,363,694 Net income (loss) per common share – basic: From continuing operations $ 0.02 (0.03 ) From discontinued operations 0.00 (0.00 ) Net income (loss) per common share - basic $ 0.02 $ (0.03 ) Income (loss) per common share - diluted: Income (loss) from continuing operations $ 4,608,845 $ (2,784,662 ) Add: interest of convertible debt 595,064 - Less: derivative income and debt settlement income (6,106,174 ) - Numerator for loss from continuing operations per common share - diluted (902,265 ) (2,784,662 ) Numerator for loss from discontinuing operations per common share - diluted - (243,827 ) Net loss per common share – diluted $ (902,265 ) $ (3,082,489 ) Weighted average common shares outstanding - basic 213,305,947 106,363,694 Effect of dilutive securities: Stock options and warrants - - Convertible notes payable - - Weighted average common shares outstanding – diluted 213,305,947 106,363,694 Net loss per common share – diluted: From continuing operations $ (0.02 ) (0.03 ) From discontinued operations (0.00 ) (0.00 ) Net loss per common share - diluted $ (0.02 ) $ (0.03 ) |
Research and Development | Research and development Research and development costs incurred in the development of the Company’s products are expensed as incurred. For the six months ended June 30, 2018 and 2017, research and development costs were $84,781 and $68,232, respectively, and are included in operating expenses on the accompanying consolidated statements of operations. |
Foreign Currency Translation | Foreign currency translation The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company and its U.S. subsidiary is the U.S. dollar and the functional currency of the Company’s subsidiaries located in Mexico is the Mexican Peso (“Peso”). For the subsidiaries whose functional currencies are the Peso, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the spot exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive loss. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the results of operations as incurred. Additionally, transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. The Company did not enter into any material transactions in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at June 30, 2018 were translated at 19.9126 Pesos to $1.00, which was the exchange rates on the balance sheet date. Equity accounts were translated at their historical rate. The average translation rates applied to the statements of operations for the six months ended June 30, 2018 was 19.0623 Pesos to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. |
Related Parties | Related parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. |
Recent Accounting Pronouncements | Recent accounting pronouncements On February 25, 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”) to amend the accounting guidance for leases. The accounting applied by a lessor is largely unchanged under ASU 2016-02. However, the standard requires lessees to recognize lease assets and lease liabilities for leases classified as operating leases on the balance sheet. Lessees will recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it will recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and early adoption is permitted. The Company is currently assessing the impact of the guidance on its consolidated financial statements and notes to its consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value Using Level 3 Valuation Derivative Liability | The Company accounts for certain instruments at fair value using level 3 valuation. At June 30, 2018 At December 31, 2017 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 6,430,365 — — 11,966,760 |
Schedule of Roll Forward of Level 3 Valuation Financial Instrument | A roll forward of the level 3 valuation financial instruments is as follows: Derivative Liabilities Balance at December 31, 2017 $ 11,966,760 Initial valuation of derivative liabilities included in debt discount 569,779 Initial valuation of derivative liabilities included in derivative income (expense) 57,747 Reclassification of derivative liabilities to gain on debt extinguishment upon conversion of debt (235,555 ) Reclassification of derivative liabilities to gain on debt extinguishment upon cashless exercise of warrants (514,938 ) Change in fair value included in derivative income (expense) (5,413,428 ) Balance at June 30, 2018 $ 6,430,365 |
Schedule of Anti-Dilutive Shares Outstanding | Potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Company’s net losses and consisted of the following: June 30, 2018 June 30, 2017 Stock warrants 162,620,304 12,098,194 Convertible debt 139,295,905 15,216,038 Stock options 4,000,000 4,000,000 |
Schedule of Reconciliation of Basic and Diluted Net Loss Per Share | The following table presents a reconciliation of basic and diluted net income per share: Six Months Ended June 30, 2018 2017 Income (loss) per common share - basic: Income (loss) from continuing operations $ 4,608,845 $ (2,784,662 ) Loss from discontinued operations - (243,827 ) Net income (loss) $ 4,608,845 $ (3,028,489 ) Weighted average common shares outstanding - basic 213,305,947 106,363,694 Net income (loss) per common share – basic: From continuing operations $ 0.02 (0.03 ) From discontinued operations 0.00 (0.00 ) Net income (loss) per common share - basic $ 0.02 $ (0.03 ) Income (loss) per common share - diluted: Income (loss) from continuing operations $ 4,608,845 $ (2,784,662 ) Add: interest of convertible debt 595,064 - Less: derivative income and debt settlement income (6,106,174 ) - Numerator for loss from continuing operations per common share - diluted (902,265 ) (2,784,662 ) Numerator for loss from discontinuing operations per common share - diluted - (243,827 ) Net loss per common share – diluted $ (902,265 ) $ (3,082,489 ) Weighted average common shares outstanding - basic 213,305,947 106,363,694 Effect of dilutive securities: Stock options and warrants - - Convertible notes payable - - Weighted average common shares outstanding – diluted 213,305,947 106,363,694 Net loss per common share – diluted: From continuing operations $ (0.02 ) (0.03 ) From discontinued operations (0.00 ) (0.00 ) Net loss per common share - diluted $ (0.02 ) $ (0.03 ) |
Deconsolidation and Discontin17
Deconsolidation and Discontinuation of Operations of Vitel and Oncbiomune Mexico (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations Financial Statements | The assets and liabilities classified as discontinued operations in the Company’s consolidated financial statements as of June 30, 2018 and December 31, 2017, and for the six months ended June 30, 2018 and 2017 is set forth below. June 30, 2018 December 31, 2017 Assets: Current assets: Cash $ - - Total current assets - - Total assets $ - $ - Liabilities: Current liabilities: Accounts payable $ 686,547 $ 692,592 Due to related parties - 432 Payroll liabilities - 1,972 Total current liabilities 686,547 694,996 Total liabilities $ 686,547 $ 694,996 The summarized operating result of discontinued operations included in the Company’s consolidated statements of operations is as follows: Six Months Ended June 30, 2018 2017 Revenues $ - $ 160,114 Cost of revenues - 102,916 Gross profit - 57,198 Operating expenses: Professional fees - 99,278 Consulting – related party - 21,947 Bad debt expense - 42,246 General and administrative expenses – related party - 8,206 Compensation expense - 72,269 General and administrative expenses - 57,079 Total operating expenses - 301,025 Loss from discontinued operations, net of income taxes $ - $ (243,827 ) |
Convertible Debt (Tables)
Convertible Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | During the six months ended June 30, 2018, the fair value of the derivative liabilities was estimated using the Binomial valuation model with the following assumptions: Dividend rate 0 Term (in years) 0.01 to 5.00 years Volatility 188.9% to 197.1 % Risk-free interest rate 2.07% to 2.94 % |
Schedule of Convertible Note | At June 30, 2018 and December 31, 2017, the convertible debt consisted of the following: June 30, 2018 December 31, 2017 Principal amount $ 1,230,333 $ 840,757 Less: unamortized debt discount (301,126 ) (154,374 ) Convertible note payable, net $ 929,207 $ 686,383 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Parties Activity | For the six months ended June 30, 2018, due to related party activity consisted of the following: CEO Total Balance due to related parties at December 31, 2017 $ 261,584 $ 261,584 Working capital advances received 89,596 89,596 Repayments made (12,000 ) (12,000 ) Balance due to related parties at June 30, 2018 $ 339,180 $ 339,180 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Schedule of Warrant Activities | Warrant activities for the six months ended June 30, 2018 are summarized as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding December 31, 2017 153,151,959 $ 0.02 Issued in connection with financings 56,689,345 0.015 Reduction in warrants related to change in estimate in the number of warrants based on full ratcheted terms (12,674,350 ) 0.006 Exercised (28,948,533 ) 0.006 Balance Outstanding June 30, 2018 168,218,421 $ 0.02 4.14 $ 2,596,588 Exercisable, June 30, 2018 168,218,421 $ 0.02 4.14 $ 2,596,588 |
Schedule of Stock Option Activities | Stock option activities for the six months ended June 30, 2018 are summarized as follows: Number of Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding December 31, 2017 4,000,000 $ 0.250 Granted 17,500,000 0.014 Balance Outstanding June 30, 2018 21,500,000 $ 0.07 9.64 $ 0 Exercisable, June 30, 2018 2,666,668 $ 0.25 8.70 $ 0 |
Organization and Nature of Op21
Organization and Nature of Operations (Details Narrative) | Jun. 30, 2018 | Mar. 10, 2017 | Aug. 19, 2016 |
Ownership interest | 50.00% | 50.00% | |
Acquisition percentage of issued and outstanding | 50.00% | ||
Vitel Stockholders [Member] | |||
Acquisition percentage of issued and outstanding | 100.00% |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Net loss from operations | $ 343,738 | $ 723,633 | $ 789,784 | $ 1,500,402 | |
Net cash used in operations | 672,786 | 1,285,330 | |||
Accumulated deficit | 19,047,144 | 19,047,144 | $ 23,655,989 | ||
Stockholders' deficit | 9,803,197 | 9,803,197 | 14,808,978 | ||
Working capital deficit | 9,815,070 | 9,815,070 | |||
Revenue from continuing operations | |||||
Cash and cash equivalents | |||||
Cash FDIC | |||||
Estimated useful lives | 5 years | ||||
Impairment of intangibles | |||||
Research and development costs | $ 27,902 | $ 36,318 | $ 84,781 | $ 68,232 | |
Foreign currency translation description | Asset and liability accounts at June 30, 2018 were translated at 19.9126 Pesos to $1.00, which was the exchange rates on the balance sheet date. Equity accounts were translated at their historical rate. The average translation rates applied to the statements of operations for the six months ended June 30, 2018 was 19.0623 Pesos to $1.00. Cash flows from the Companys operations are calculated based upon the local currencies using the average translation rate. | ||||
Minimum [Member] | |||||
Estimated useful lives | 3 years | ||||
Maximum [Member] | |||||
Estimated useful lives | 5 years |
Summary of Significant Accoun23
Summary of Significant Accounting Policies - Schedule of Fair Value Using Level 3 Valuation Derivative Liability (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Derivative liabilities | $ 6,430,365 | $ 11,966,760 |
Level 1 [Member] | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Derivative liabilities | $ 6,430,365 | $ 11,966,760 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies - Schedule of Roll Forward of Level 3 Valuation Financial Instrument (Details) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Accounting Policies [Abstract] | |
Balance at beginning of year | $ 11,966,760 |
Initial valuation of derivative liabilities included in debt discount | 569,779 |
Initial valuation of derivative liabilities included in derivative income (expense) | 57,747 |
Reclassification of derivative liabilities to gain on debt extinguishment upon conversion of debt | (235,555) |
Reclassification of derivative liabilities to gain on debt extinguishment upon cashless exercise of warrants | (514,938) |
Change in fair value included in derivative income (expense) | (5,413,428) |
Balance at June 30, 2018 | $ 6,430,365 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Schedule of Anti-Dilutive Shares Outstanding (Details) - shares | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Stock Warrants [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 162,620,304 | 12,098,194 |
Convertible Debt [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 139,295,905 | 15,216,038 |
Stock Options [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 4,000,000 | 4,000,000 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Schedule of Reconciliation of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Accounting Policies [Abstract] | ||||
Income (loss) from continuing operations | $ (4,709,095) | $ (51,515) | $ 4,608,845 | $ (2,784,662) |
Loss from discontinued operations | (194,326) | (243,827) | ||
Net income (loss) | $ (4,709,095) | $ (245,841) | $ 4,608,845 | $ (3,028,489) |
Weighted average common shares outstanding - basic | 229,542,499 | 132,793,896 | 213,305,947 | 106,363,694 |
Net income (loss) per common share From continuing operations - basic | $ (0.02) | $ 0 | $ 0.02 | $ (0.03) |
Net income (loss) per common share From discontinued operations - basic | 0 | 0 | ||
Net income (loss) per common share - basic | $ (0.02) | $ 0 | $ 0.02 | $ (0.03) |
Income (loss) from continuing operations - diluted | $ (4,709,095) | $ (51,515) | $ 4,608,845 | $ (2,784,662) |
Add: interest of convertible debt - diluted | 595,064 | |||
Less: derivative income and debt settlement income | (6,106,174) | |||
Numerator for loss from continuing operations per common share - diluted | (902,265) | (2,784,662) | ||
Numerator for loss from discontinuing operations per common share - diluted | (243,827) | |||
Net loss per common share - diluted | (902,265) | (3,028,489) | ||
Stock options and warrants | ||||
Convertible notes payable | ||||
Weighted average common shares outstanding - diluted | 229,542,499 | 132,793,896 | 213,305,947 | 106,363,694 |
Net loss per common share From continuing operations - diluted | $ (0.02) | $ 0 | $ (0.02) | $ (0.03) |
Net loss per common share From discontinued operations - diluted | 0 | 0 | 0 | |
Net loss per common share - diluted | $ (0.02) | $ 0 | $ (0.02) | $ (0.03) |
Deconsolidation and Discontin27
Deconsolidation and Discontinuation of Operations of Vitel and Oncbiomune Mexico - Schedule of Discontinued Operations Financial Statements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||
Cash | |||||
Total current assets | |||||
Total assets | |||||
Accounts payable | 686,547 | 686,547 | 692,592 | ||
Due to related parties | 432 | ||||
Payroll liabilities | 1,972 | ||||
Total current liabilities | 686,547 | 686,547 | 694,996 | ||
Total liabilities | 686,547 | 686,547 | $ 694,996 | ||
Revenues | $ 160,114 | ||||
Cost of revenues | 102,916 | ||||
Gross (loss) profit | 57,198 | ||||
Professional fees | 99,278 | ||||
Consulting - related party | 21,947 | ||||
Bad debt expense | 42,246 | ||||
General and administrative expenses - related party | 8,206 | ||||
Compensation expense | 72,269 | ||||
General and administrative expenses | 57,079 | ||||
Total operating expenses | 301,025 | ||||
Loss from discontinued operations, net of income taxes | $ (194,326) | $ (243,827) |
Convertible Debt (Details Narra
Convertible Debt (Details Narrative) | Mar. 13, 2018USD ($)Integer$ / sharesshares | Jan. 29, 2018USD ($)Integer$ / sharesshares | Jul. 26, 2017USD ($)$ / sharesshares | Jun. 02, 2017USD ($)$ / sharesshares | May 23, 2017USD ($) | Nov. 23, 2016USD ($)$ / shares | Sep. 30, 2017$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)$ / shares | Mar. 10, 2017$ / shares | Aug. 19, 2016 | Aug. 12, 2015$ / shares |
Debt face amount | $ 350,000 | ||||||||||||||
Debt maturity date | Jul. 23, 2017 | ||||||||||||||
Proceeds from issuance of debt | $ 300,000 | ||||||||||||||
Debt original issue discount | $ 50,000 | ||||||||||||||
Debt bear interest | 10.00% | ||||||||||||||
Debt conversion price | $ / shares | $ 0.15 | ||||||||||||||
Convertible promissory note | $ 1,230,333 | $ 1,230,333 | $ 840,757 | ||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||
Repayment of convertible debt | $ 40,000 | ||||||||||||||
Gain on extinguishment of debt | 65,047 | ||||||||||||||
Debt settlement expense | $ 133,353 | $ 9,060 | 750,493 | 9,060 | |||||||||||
Interest expense debt | 86,330 | ||||||||||||||
Common stock upon the conversion of debt | $ 249,359 | ||||||||||||||
Common stock upon the conversion of debt, shares | shares | 9,547,087 | 28,450,009 | |||||||||||||
Common stock value per share | $ / shares | $ 0.075 | $ 0.075 | $ 0.25 | ||||||||||||
Warrant exercise price | $ / shares | $ 0.006 | ||||||||||||||
Number of warrants increased | shares | 74,726,287 | 43,816,968 | 22,685,192 | ||||||||||||
Cashless exercise warrants, shares | shares | 9,074,076 | ||||||||||||||
Warrant to purchase common shares | shares | 4,537,038 | ||||||||||||||
Convertible debt conversion description | In addition, subject to limited exceptions, the Purchasers will not have the right to convert any portion of these Note if the Purchaser, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Companys Common Stock outstanding immediately after giving effect to its conversion. The Purchaser may increase or decrease this ownership limitation to any percentage not exceeding 9.99% upon 61 days prior written notice to the Company. | ||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Beneficially ownership percentage | 50.00% | 50.00% | 50.00% | ||||||||||||
Acquisition percentage of common stock | 50.00% | 50.00% | |||||||||||||
Embedded derivative liability | $ 627,526 | $ 627,526 | |||||||||||||
Proceeds from convertible note | 666,666 | 183,240 | |||||||||||||
Derivative income (expense) | (4,121,797) | $ 850,704 | 5,355,681 | (963,529) | |||||||||||
Prepaid expenses and other current assets | $ 17,439 | 17,439 | $ 12,686 | ||||||||||||
Amortization of debt discounts | $ 501,962 | $ 291,668 | |||||||||||||
Weighted average interest rate | 14.50% | 10.00% | 14.50% | 10.00% | |||||||||||
June 2017 Notes [Member] | |||||||||||||||
Debt face amount | $ 2,268 | $ 2,268 | |||||||||||||
January and March 2018 Notes and Warrants [Member] | |||||||||||||||
Embedded derivative liability | $ 627,526 | 627,526 | |||||||||||||
Proceeds from convertible note | 569,779 | ||||||||||||||
Initial derivative expense | $ 57,747 | ||||||||||||||
Six Month Amortization [Member] | |||||||||||||||
Amortization debt percentage | 110.00% | 120.00% | |||||||||||||
Seven or Eight Month Amortization [Member] | |||||||||||||||
Amortization debt percentage | 115.00% | 125.00% | |||||||||||||
June 2017 Warrants [Member] | |||||||||||||||
Common stock value per share | $ / shares | $ 0.05 | ||||||||||||||
Warrant term | 5 years | ||||||||||||||
June 2017 Warrants One [Member] | |||||||||||||||
Debt conversion price | $ / shares | $ 0.006 | ||||||||||||||
Common stock value per share | $ / shares | .01 | ||||||||||||||
Warrant exercise price | $ / shares | $ 0.006 | ||||||||||||||
July 2017 Warrants [Member] | |||||||||||||||
Debt conversion price | $ / shares | $ 0.006 | ||||||||||||||
Common stock value per share | $ / shares | 0.05 | ||||||||||||||
Warrant exercise price | $ / shares | 0.006 | ||||||||||||||
July 2017 Warrants One [Member] | |||||||||||||||
Common stock value per share | $ / shares | $ 0.01 | ||||||||||||||
November 2016 Notes [Member] | |||||||||||||||
Sale of stock price per share | $ / shares | $ 0.075 | $ 0.075 | |||||||||||||
Common stock value per share | $ / shares | 0.05 | 0.05 | |||||||||||||
November 2016 Notes One [Member] | |||||||||||||||
Sale of stock price per share | $ / shares | 0.05 | 0.05 | |||||||||||||
Common stock value per share | $ / shares | 0.03 | 0.03 | |||||||||||||
Warrant exercise price | $ / shares | 0.006 | 0.006 | |||||||||||||
November 2016 Notes Two [Member] | |||||||||||||||
Sale of stock price per share | $ / shares | 0.01 | 0.01 | |||||||||||||
Common stock value per share | $ / shares | $ 0.006 | $ 0.006 | |||||||||||||
Maximum [Member] | |||||||||||||||
Debt bear interest | 24.00% | ||||||||||||||
Maximum [Member] | June 2017 Warrants [Member] | |||||||||||||||
Number of warrants increased | shares | 45,372,600 | ||||||||||||||
Maximum [Member] | July 2017 Warrants [Member] | |||||||||||||||
Number of warrants increased | shares | 79,496,050 | ||||||||||||||
Maximum [Member] | November 2016 Notes [Member] | |||||||||||||||
Number of warrants increased | shares | 13,611,114 | 13,611,114 | |||||||||||||
Minimum [Member] | June 2017 Warrants [Member] | |||||||||||||||
Number of warrants increased | shares | 1,555,632 | ||||||||||||||
Minimum [Member] | July 2017 Warrants [Member] | |||||||||||||||
Number of warrants increased | shares | 4,769,763 | ||||||||||||||
Minimum [Member] | November 2016 Notes [Member] | |||||||||||||||
Number of warrants increased | shares | 2,333,334 | 2,333,334 | |||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||
Debt face amount | $ 350,000 | ||||||||||||||
Debt instrument description | (i) 14.29% Original Issue Discount 10% Senior Secured Convertible Notes (the November 2016 Notes); and (ii) warrants (the Warrants) to purchase 2,333,334 shares of the Companys common stock at an exercise price of $0.175 (subject to adjustments under certain conditions as defined in the Warrants) (see below for reduction of warrant exercise price) which are exercisable for a period of five years from the Original Issue Date. (i) 14.29% Original Issue Discount 10% Senior Secured Convertible Notes (the November 2016 Notes); and (ii) warrants (the Warrants) to purchase 2,333,334 shares of the Companys common stock at an initial exercise price of $0.175 (subject to adjustments under certain conditions as defined in the Warrants) (see below for reduction of warrant exercise price) which are exercisable for a period of five years from November 23,2016 | ||||||||||||||
Revolving line of credit | $ 100,000 | ||||||||||||||
Payment for issuance of securities | $ 10,000 | ||||||||||||||
Forbearance Agreement [Member] | November 2016 Notes [Member] | |||||||||||||||
Debt bear interest | 24.00% | ||||||||||||||
Aggregate amount owing under the notes | $ 509,135 | ||||||||||||||
Debt instrument default amount | $ 141,299 | ||||||||||||||
Reduced accrued interest payable | $ 17,836 | 17,836 | |||||||||||||
Debt settlement expense | 141,299 | ||||||||||||||
Increased principal balance | 159,135 | 159,135 | |||||||||||||
Interest expense debt | $ 42,327 | ||||||||||||||
November 2016 Financing [Member] | |||||||||||||||
Common stock upon the conversion of debt | $ 139,712 | ||||||||||||||
Common stock upon the conversion of debt, shares | shares | 13,028,779 | ||||||||||||||
2nd Securities Purchase Agreement [Member] | |||||||||||||||
Debt face amount | $ 233,345 | ||||||||||||||
Debt instrument description | (i) 14.29% Original Issue Discount 10% Senior Secured Convertible Notes (the June 2017 Notes); and (ii) warrants (the June 2017 Warrants) to purchase 1,555,633shares of the Companys common stock, par value $0.001 per share at an initial exercise price of $0.175 (subject to adjustments under certain conditions as defined in the June 2017 Warrants) and exercisable for five years after the issuance date. | ||||||||||||||
Debt maturity date | Feb. 2, 2018 | ||||||||||||||
Proceeds from issuance of debt | $ 200,000 | ||||||||||||||
Debt original issue discount | $ 33,345 | ||||||||||||||
Debt bear interest | 10.00% | ||||||||||||||
Debt conversion price | $ / shares | $ 0.15 | ||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the three months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the June 2017 Notes and accrued and unpaid interest during months four through six following the Original Issue Date. In order to prepay the June 2017 Notes, the Company shall provide 20 Trading Days prior written notice to the Holder, during which time the Holder may convert the June 2017 Notes in whole or in part at the Conversion Price. | ||||||||||||||
2nd Securities Purchase Agreements [Member] | June 2017 Warrants [Member] | |||||||||||||||
Warrant exercise price | $ / shares | $ 0.175 | ||||||||||||||
Warrant to purchase common shares | shares | 1,555,633 | ||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||
2nd Securities Purchase Agreements [Member] | Maximum [Member] | |||||||||||||||
Debt bear interest | 24.00% | ||||||||||||||
3rd Securities Purchase Agreements [Member] | |||||||||||||||
Debt face amount | $ 333,883 | ||||||||||||||
Debt instrument description | (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,883 (the July 2017 Notes); and (ii) warrants (the July 2017 Warrants) to purchase 4,769,763 shares of the Companys common stock at an exercise price of $0.10 per share (subject to adjustments under certain conditions as defined in the Warrants). | ||||||||||||||
Debt maturity date | Mar. 25, 2018 | ||||||||||||||
Debt conversion price | $ / shares | $ 0.07 | ||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||
Sale of stock price per share | $ / shares | $ 0.05 | ||||||||||||||
Common stock value per share | $ / shares | 0.01 | ||||||||||||||
Warrant exercise price | $ / shares | $ 0.10 | ||||||||||||||
Number of warrants increased | shares | 74,726,287 | ||||||||||||||
Warrant to purchase common shares | shares | 4,769,763 | ||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the three months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the Notes and accrued and unpaid interest during months four through seven following the Original Issue Date. In order to prepay these Notes, the Company shall provide 20 Trading Days prior written notice to the Purchaser, during which time the Purchaser may convert the Notes in whole or in part at the Conversion Price. | ||||||||||||||
Aggregate subscription amount | $ 300,000 | ||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||
Percentage of senior secured convertible note payable | 5.00% | ||||||||||||||
Increase in debt instrument, interest rate | 24.00% | ||||||||||||||
Warrant percentage | 60.00% | ||||||||||||||
Debt instrument original issue discount | 10.00% | ||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||
3rd Securities Purchase Agreements [Member] | Maximum [Member] | |||||||||||||||
Number of warrants increased | shares | 79,496,050 | ||||||||||||||
3rd Securities Purchase Agreements [Member] | Minimum [Member] | |||||||||||||||
Warrant exercise price | $ / shares | $ 0.006 | ||||||||||||||
Number of warrants increased | shares | 4,769,763 | ||||||||||||||
Fourth Securities Purchase Agreement [Member] | |||||||||||||||
Debt face amount | $ 333,333 | ||||||||||||||
Warrant exercise price | $ / shares | $ 0.04 | ||||||||||||||
Warrant to purchase common shares | shares | 8,333,333 | ||||||||||||||
Warrant term | 5 years | ||||||||||||||
Debt instrument original issue discount | 10.00% | ||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||
Fourth Securities Purchase Agreement [Member] | Senior Secured Convertible Notes [Member] | |||||||||||||||
Debt face amount | $ 333,333 | ||||||||||||||
Debt interest rate | 5.00% | ||||||||||||||
Fourth Securities Purchase Agreement [Member] | January 2018 Notes [Member] | |||||||||||||||
Debt face amount | $ 333,333 | ||||||||||||||
Debt instrument description | (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the five months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the Notes and accrued and unpaid interest during the six month following the Original Issue Date. In order to prepay these Notes, the Company shall provide 20 Trading Days prior written notice to the Purchaser, during which time the Purchaser may convert the Notes in whole or in part at the Conversion Price. | ||||||||||||||
Debt maturity date | Sep. 29, 2018 | ||||||||||||||
Proceeds from issuance of debt | $ 295,000 | ||||||||||||||
Debt original issue discount | $ 33,333 | ||||||||||||||
Debt bear interest | 5.00% | ||||||||||||||
Debt conversion price | $ / shares | $ 0.03 | ||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||
Convertible debt conversion description | The January 2018 Notes shall be convertible at 60% of the lowest closing price during the prior twenty trading days of the Common Stock as reported on the OTCQB or other principal trading market (the Default Conversion Price) and the exercise price of the January 2018 Warrants shall be 60% of the Default Conversion Price. | ||||||||||||||
Debt offering costs | $ 5,000 | ||||||||||||||
Debt instrument trading days | Integer | 20 | ||||||||||||||
Fourth Securities Purchase Agreement [Member] | January 2018 Notes [Member] | Six Month Amortization [Member] | |||||||||||||||
Amortization debt percentage | 110.00% | ||||||||||||||
Fourth Securities Purchase Agreement [Member] | January 2018 Notes [Member] | Seven or Eight Month Amortization [Member] | |||||||||||||||
Amortization debt percentage | 115.00% | ||||||||||||||
Fourth Securities Purchase Agreement [Member] | January 2018 Warrants [Member] | |||||||||||||||
Warrant to purchase common shares | shares | 14,342,406 | ||||||||||||||
Fourth Securities Purchase Agreement [Member] | Maximum [Member] | January 2018 Notes [Member] | |||||||||||||||
Debt bear interest | 24.00% | ||||||||||||||
Fourth Securities Purchase Agreement [Member] | Maximum [Member] | January 2018 Warrants [Member] | |||||||||||||||
Number of warrants increased | shares | 22,675,740 | ||||||||||||||
Fourth Securities Purchase Agreement [Member] | Minimum [Member] | January 2018 Warrants [Member] | |||||||||||||||
Number of warrants increased | shares | 8,333,334 | ||||||||||||||
Fifth Securities Purchase Agreement [Member] | |||||||||||||||
Debt face amount | $ 333,333 | ||||||||||||||
Warrant exercise price | $ / shares | $ 0.04 | ||||||||||||||
Debt instrument original issue discount | 10.00% | ||||||||||||||
Beneficially ownership percentage | 50.00% | ||||||||||||||
Acquisition percentage of common stock | 50.00% | ||||||||||||||
Escrow account balance | $ 200,000 | ||||||||||||||
Fifth Securities Purchase Agreement [Member] | March 2018 Warrants [Member] | |||||||||||||||
Warrant to purchase common shares | shares | 21,513,605 | ||||||||||||||
Fifth Securities Purchase Agreement [Member] | Stock Warrants [Member] | |||||||||||||||
Warrant exercise price | $ / shares | $ 0.04 | ||||||||||||||
Convertible debt conversion description | The holders of these Warrants will not have the right to exercise any portion of these Warrants if the holder (together with its affiliates) would beneficially own in excess of 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of these Warrants. | ||||||||||||||
Beneficially ownership percentage | 4.99% | ||||||||||||||
Fifth Securities Purchase Agreement [Member] | Senior Secured Convertible Notes [Member] | |||||||||||||||
Debt face amount | $ 333,333 | ||||||||||||||
Debt interest rate | 5.00% | ||||||||||||||
Fifth Securities Purchase Agreement [Member] | March 2018 Notes [Member] | |||||||||||||||
Debt face amount | $ 333,333 | ||||||||||||||
Debt instrument description | 115% of outstanding principal balance of the Note and accrued and unpaid interest through the five month anniversary of the issue date, and (ii) 120% of outstanding principal balance of the Notes and accrued and unpaid interest from the fifth month anniversary of the issue date through the six month anniversary of the issue date. In order to prepay the Notes, the Company shall provide 20 trading days prior written notice to the holders, during which time a holder may convert its Note in whole or in part at the conversion price. | ||||||||||||||
Proceeds from issuance of debt | $ 61,000 | ||||||||||||||
Debt original issue discount | $ 33,333 | ||||||||||||||
Debt bear interest | 5.00% | ||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||
Debt offering costs | $ 10,000 | ||||||||||||||
Debt instrument trading days | Integer | 20 | ||||||||||||||
Payment of legal and accounting fees | $ 29,000 | ||||||||||||||
Fifth Securities Purchase Agreement [Member] | March 2018 Notes [Member] | Six Month Amortization [Member] | |||||||||||||||
Amortization debt percentage | 110.00% | ||||||||||||||
Fifth Securities Purchase Agreement [Member] | March 2018 Notes [Member] | Seven or Eight Month Amortization [Member] | |||||||||||||||
Amortization debt percentage | 115.00% | ||||||||||||||
Fifth Securities Purchase Agreement [Member] | Maximum [Member] | March 2018 Warrants [Member] | |||||||||||||||
Number of warrants increased | shares | 34,013,605 | ||||||||||||||
Fifth Securities Purchase Agreement [Member] | Maximum [Member] | March 2018 Notes [Member] | |||||||||||||||
Debt bear interest | 18.00% | ||||||||||||||
Fifth Securities Purchase Agreement [Member] | Minimum [Member] | March 2018 Warrants [Member] | |||||||||||||||
Number of warrants increased | shares | 12,500,000 | ||||||||||||||
Fifth Securities Purchase Agreement [Member] | Minimum [Member] | Stock Warrants [Member] | |||||||||||||||
Beneficially ownership percentage | 9.99% | ||||||||||||||
March 2018 Financing [Member] | |||||||||||||||
Common stock upon the conversion of debt | $ 279,359 | ||||||||||||||
Common stock upon the conversion of debt, shares | shares | 38,395,067 | ||||||||||||||
Accrued interest and penalties | 279,359 | $ 279,359 | |||||||||||||
Escrow Agreement [Member] | |||||||||||||||
Debt face amount | 200,000 | $ 200,000 | |||||||||||||
Number of aggregate shares | shares | 46,158,013 | ||||||||||||||
Prepaid expenses and other current assets | 200,000 | $ 200,000 | |||||||||||||
Escrow Agreement [Member] | June 2018 [Member] | |||||||||||||||
Debt face amount | $ 200,000 | $ 200,000 | |||||||||||||
Termination of October 20, 2015 Agreements [Member] | |||||||||||||||
Sale of stock consideration transaction | $ 10,100,000 |
Convertible Debt - Schedule of
Convertible Debt - Schedule of Derivative Liabilities at Fair Value (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Dividend Rate [Member] | |
Fair value assumptions, measurement input, percentages | 0.00% |
Expected Term [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, term | 4 days |
Expected Term [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, term | 5 years |
Volatility [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, percentages | 188.90% |
Volatility [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, percentages | 197.10% |
Risk Free Interest Rate [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, percentages | 2.07% |
Risk Free Interest Rate [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, percentages | 2.94% |
Convertible Debt - Schedule o30
Convertible Debt - Schedule of Convertible Note (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Principal amount | $ 1,230,333 | $ 840,757 |
Less: unamortized debt discount | (301,126) | (154,374) |
Convertible note payable, net | $ 929,207 | $ 686,383 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - Loan Agreement [Member] - USD ($) | 4 Months Ended | |
Sep. 30, 2017 | Jun. 30, 2018 | |
Proceeds from borrowed loans | $ 538,875 | |
Debt instrument, interest rate | 33.30% |
Related-Party Transactions - Sc
Related-Party Transactions - Schedule of Related Parties Activity (Details) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Balance due to related parties at December 31, 2017 | $ 261,584 |
Working capital advances received | 89,596 |
Repayments made | (12,000) |
Balance due to related parties at March 31, 2018 | 339,180 |
CEO [Member] | |
Balance due to related parties at December 31, 2017 | 261,584 |
Working capital advances received | 89,596 |
Repayments made | (12,000) |
Balance due to related parties at March 31, 2018 | $ 339,180 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | May 08, 2018 | Jan. 29, 2018 | Jul. 26, 2017 | Jun. 02, 2017 | Mar. 10, 2017 | Mar. 07, 2017 | Aug. 20, 2015 | Jan. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 13, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 12, 2015 |
Capital stock authorized | 520,000,000 | |||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Proceeds from issuance of common stock | $ 6,000 | $ 1,037,960 | ||||||||||||||||
Common stock value per share | $ 0.25 | $ 0.075 | $ 0.075 | |||||||||||||||
Common stock upon the conversion of debt, shares | 9,547,087 | 28,450,009 | ||||||||||||||||
Stock issued for convertible debt, values | $ 249,359 | |||||||||||||||||
Interest expense debt | 86,330 | |||||||||||||||||
Warrant to purchase common shares | 4,537,038 | |||||||||||||||||
Warrants exercise price per share | $ 0.006 | |||||||||||||||||
Number of warrants increased | 74,726,287 | 43,816,968 | 22,685,192 | |||||||||||||||
Cashless exercise warrants | $ 9,074,076 | |||||||||||||||||
Number of warrants cancelled | 6,049,680 | |||||||||||||||||
Stock option to purchase common stock | 2,000,000 | |||||||||||||||||
Stock option vesting, description | One-third of the Stock Options vest on March 10, 2017, March 10, 2018, and March 10, 2019, respectively | |||||||||||||||||
Stock option vesting, term | 1 year | 10 years | ||||||||||||||||
Dividend yield | 0.00% | 0.00% | ||||||||||||||||
Expected volatility | 243.00% | 203.40% | ||||||||||||||||
Risk-free interest rate | 2.81% | 1.93% | ||||||||||||||||
Estimated holding period | 5 years 6 months | 6 years | ||||||||||||||||
Fair value of stock based compensation | $ 233,000 | $ 293,598 | $ 137,556 | $ 197,076 | $ 306,855 | $ 466,597 | ||||||||||||
Number of option granted shares issued | 17,500,000 | |||||||||||||||||
Stock option, outstanding | 21,500,000 | 21,500,000 | 4,000,000 | |||||||||||||||
Option expiration period | May 8, 2028 | |||||||||||||||||
Aggregate intrinsic value | $ 0 | $ 0 | ||||||||||||||||
Officers and Directors [Member] | ||||||||||||||||||
Number of option granted shares issued | 15,000,000 | |||||||||||||||||
Scientific Advisory Board [Member] | ||||||||||||||||||
Number of option granted shares issued | 2,000,000 | |||||||||||||||||
Stock Option [Member] | ||||||||||||||||||
Number of shares issued during period | 17,500,000 | |||||||||||||||||
Common stock value per share | $ 0.0135 | |||||||||||||||||
Stock option to purchase common stock | 17,500,000 | |||||||||||||||||
Stock option, outstanding | 21,500,000 | 21,500,000 | ||||||||||||||||
Stock option vested and exercisable | 2,666,668 | 2,666,668 | ||||||||||||||||
Unvested stock based compensation expenses | $ 228,617 | $ 228,617 | ||||||||||||||||
Aggregate intrinsic value | $ 0 | $ 0 | ||||||||||||||||
November 2016 Notes [Member] | ||||||||||||||||||
Common stock value per share | $ 0.05 | $ 0.05 | ||||||||||||||||
Sale of stock price per share | $ 0.075 | $ 0.075 | ||||||||||||||||
November 2016 Notes [Member] | Minimum [Member] | ||||||||||||||||||
Number of warrants increased | 2,333,334 | 2,333,334 | ||||||||||||||||
November 2016 Notes [Member] | Maximum [Member] | ||||||||||||||||||
Number of warrants increased | 13,611,114 | 13,611,114 | ||||||||||||||||
November 2016 Notes One [Member] | ||||||||||||||||||
Common stock value per share | $ 0.03 | $ 0.03 | ||||||||||||||||
Warrants exercise price per share | 0.006 | 0.006 | ||||||||||||||||
Sale of stock price per share | 0.05 | 0.05 | ||||||||||||||||
November 2016 Notes Two [Member] | ||||||||||||||||||
Common stock value per share | 0.006 | 0.006 | ||||||||||||||||
Sale of stock price per share | $ 0.01 | $ 0.01 | ||||||||||||||||
January 1, 2018 to June 30, 2018 [Member] | ||||||||||||||||||
Number of shares issued during period | 22,738,435 | |||||||||||||||||
Common stock upon the conversion of debt, shares | 38,395,067 | |||||||||||||||||
Stock issued for convertible debt, values | $ 279,359 | |||||||||||||||||
Interest expense debt | 91,907 | |||||||||||||||||
Reduction of derivative liabilities and debt settlement | $ 235,555 | |||||||||||||||||
Number of warrants cashless exercise | 28,948,533 | 28,948,533 | ||||||||||||||||
June 2017 Warrants [Member] | ||||||||||||||||||
Common stock value per share | $ 0.05 | |||||||||||||||||
Warrant term | 5 years | |||||||||||||||||
June 2017 Warrants [Member] | Minimum [Member] | ||||||||||||||||||
Number of warrants increased | 1,555,632 | |||||||||||||||||
June 2017 Warrants [Member] | Maximum [Member] | ||||||||||||||||||
Number of warrants increased | 45,372,600 | |||||||||||||||||
June 2017 Warrants One [Member] | ||||||||||||||||||
Common stock value per share | $ .01 | |||||||||||||||||
Warrants exercise price per share | 0.006 | |||||||||||||||||
2nd Securities Purchase Agreements [Member] | June 2017 Warrants [Member] | ||||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||
Warrant to purchase common shares | 1,555,633 | |||||||||||||||||
Warrants exercise price per share | $ 0.175 | |||||||||||||||||
3rd Securities Purchase Agreements [Member] | ||||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||
Common stock value per share | $ 0.01 | |||||||||||||||||
Warrant to purchase common shares | 4,769,763 | |||||||||||||||||
Warrants exercise price per share | $ 0.10 | |||||||||||||||||
Sale of stock price per share | $ 0.05 | |||||||||||||||||
Number of warrants increased | 74,726,287 | |||||||||||||||||
Cashless exercise warrants | $ 19,874,013 | |||||||||||||||||
3rd Securities Purchase Agreements [Member] | Minimum [Member] | ||||||||||||||||||
Warrants exercise price per share | $ 0.006 | |||||||||||||||||
Number of warrants increased | 4,769,763 | |||||||||||||||||
3rd Securities Purchase Agreements [Member] | Maximum [Member] | ||||||||||||||||||
Number of warrants increased | 79,496,050 | |||||||||||||||||
Fourth Securities Purchase Agreement [Member] | ||||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||
Warrant to purchase common shares | 8,333,333 | |||||||||||||||||
Warrants exercise price per share | $ 0.04 | |||||||||||||||||
Warrant term | 5 years | |||||||||||||||||
Fourth Securities Purchase Agreement [Member] | January 2018 Warrants [Member] | ||||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||
Common stock value per share | $ 0.04 | |||||||||||||||||
Warrant to purchase common shares | 8,333,334 | |||||||||||||||||
Fifth Securities Purchase Agreement [Member] | ||||||||||||||||||
Warrants exercise price per share | $ 0.04 | |||||||||||||||||
Fifth Securities Purchase Agreement [Member] | January 2018 Warrants [Member] | ||||||||||||||||||
Common stock, par value | 0.001 | |||||||||||||||||
Number of shares issued during period | 22,738,435 | |||||||||||||||||
Common stock value per share | $ 0.04 | |||||||||||||||||
Reduction of derivative liabilities and debt settlement | $ 514,938 | |||||||||||||||||
Warrant to purchase common shares | 8,333,334 | |||||||||||||||||
Number of warrants cashless exercise | 28,948,533 | 28,948,533 | ||||||||||||||||
Fifth Securities Purchase Agreement [Member] | January 2018 Warrants [Member] | Minimum [Member] | ||||||||||||||||||
Number of warrants increased | 22,675,740 | |||||||||||||||||
Fifth Securities Purchase Agreement [Member] | January 2018 Warrants [Member] | Maximum [Member] | ||||||||||||||||||
Number of warrants increased | 14,342,406 | |||||||||||||||||
Fifth Securities Purchase Agreement [Member] | March 2018 Warrants [Member] | ||||||||||||||||||
Warrant to purchase common shares | 21,513,605 | |||||||||||||||||
Fifth Securities Purchase Agreement [Member] | March 2018 Warrants [Member] | Minimum [Member] | ||||||||||||||||||
Number of warrants increased | 12,500,000 | |||||||||||||||||
Fifth Securities Purchase Agreement [Member] | March 2018 Warrants [Member] | Maximum [Member] | ||||||||||||||||||
Number of warrants increased | 34,013,605 | |||||||||||||||||
Investors [Member] | Subscription Agreements [Member] | Common Stock [Member] | ||||||||||||||||||
Number of shares issued during period | 600,000 | |||||||||||||||||
Proceeds from issuance of common stock | $ 6,000 | |||||||||||||||||
Investors [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||
Common stock value per share | $ 0.01 | |||||||||||||||||
Employee [Member] | ||||||||||||||||||
Number of option granted shares issued | 500,000 | |||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Preferred stock shares designating | 1,000,000 | |||||||||||||||||
Stockholder voting rights | Each holder of Series A Preferred Stock is entitled to 500 votes for each share of Series A Preferred Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company. The holders of Series A Preferred Stock shall have no special voting rights and their consent is not required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for the taking of any corporate action. | |||||||||||||||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||
Series A Preferred Stock [Member] | CEO [Member] | ||||||||||||||||||
Preferred stock, shares issued | 500,000 | 500,000 | ||||||||||||||||
Series A Preferred Stock [Member] | Board of Directors [Member] | ||||||||||||||||||
Preferred stock, shares issued | 500,000 | 500,000 | ||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||
Preferred stock, shares authorized | 7,892,000 | 7,892,000 | 7,892,000 | |||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Preferred stock shares designating | 7,892,000 | |||||||||||||||||
Stockholder voting rights | Each share of Series B preferred stock entitles the holder to 100 votes on all matters submitted to a vote of the Companys stockholders. | |||||||||||||||||
Preferred stock, shares outstanding | 7,892,000 | 7,892,000 | 7,892,000 | |||||||||||||||
Preferred stock, shares issued | 7,892,000 | 7,892,000 | 7,892,000 | |||||||||||||||
Common stock outstanding, percentage | 5.00% | |||||||||||||||||
Number of shares issued during period | 5,000,000 | |||||||||||||||||
Series B Preferred Stock [Member] | Jonathan [Member] | ||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Number of shares issued during period | 2,892,000 | |||||||||||||||||
Preferred stock nominal value | $ 289 | $ 289 | $ 289 | |||||||||||||||
Series B Preferred Stock [Member] | Banco Actinver [Member] | ||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common stock outstanding, percentage | 100.00% | 100.00% | 100.00% | |||||||||||||||
Number of shares issued during period | 5,000,000 | |||||||||||||||||
Preferred stock nominal value | $ 500 | $ 500 | $ 500 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Warrant Activities (Details) | 6 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 8 years 8 months 12 days |
Stock Warrants [Member] | |
Number of Warrants, Outstanding Beginning balance | 153,151,959 |
Number of Warrants, Issued in connection with financings | 56,689,345 |
Number of Warrants, Reduction in warrants related to change in estimate in the number of warrants based on full ratcheted terms | (12,674,350) |
Number of Warrants, Exercised | (28,948,533) |
Number of Warrants, Outstanding Ending balance | 168,218,421 |
Number of Warrants, Exercisable | 168,218,421 |
Weighted Average Exercise Price, Outstanding Beginning balance | $ / shares | $ 0.02 |
Weighted Average Exercise Price, Issued in connection with financings | $ / shares | .015 |
Weighted Average Exercise Price, Reduction in warrants related to change in estimate in the number of warrants based on full ratcheted terms | $ / shares | $ 0.006 |
Weighted Average Exercise Price, Exercised | 0.006 |
Weighted Average Exercise Price, Outstanding Ending balance | $ / shares | $ 0.02 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.02 |
Weighted Average Remaining Contractual Term (Years), Ending Balance Outstanding | 4 years 1 month 20 days |
Weighted Average Remaining Contractual Term (Years), Exercisable | 4 years 1 month 20 days |
Aggregate Intrinsic Value, Ending Balance Outstanding | $ | $ 2,596,588 |
Aggregate Intrinsic Value, Exercisable | $ | $ 2,596,588 |
Stockholders' Deficit - Sched35
Stockholders' Deficit - Schedule of Stock Option Activities (Details) | 6 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of Option Outstanding, Beginning Balance | shares | 4,000,000 |
Number of Option, Granted | shares | 17,500,000 |
Number of Option Outstanding, Ending Balance | shares | 21,500,000 |
Number of Option Exercisable | shares | 2,666,668 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ / shares | $ 0.250 |
Weighted Average Exercise Price Granted | $ / shares | 0.014 |
Weighted Average Exercise Price Outstanding, Ending Balance | $ / shares | 0.07 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 0.25 |
Weighted Average Contractual Term (Years) Balance Outstanding | 9 years 7 months 21 days |
Weighted Average Contractual Term (Years) Exercisable | 8 years 8 months 12 days |
Aggregate Intrinsic Value Balance Outstanding | $ | $ 0 |
Aggregate Intrinsic Value Exercisable | $ | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Employment Agreement [Member] | Feb. 02, 2016USD ($) |
Jonathan F. Head, Ph.D [Member] | |
Salary payable | $ 275,000 |
Andrew Kucharchuk Chief Financial Officer [Member] | |
Salary payable | $ 200,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Aug. 03, 2018USD ($)shares | Nov. 23, 2016USD ($) | Jul. 31, 2018USD ($)Integer$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($) |
Shares issued upon conversion of debt, shares | shares | 9,547,087 | 28,450,009 | ||||
Shares issued upon conversion of debt, amount | $ 249,359 | |||||
Cashless exercise warrants | $ 9,074,076 | |||||
Warrant exercise price | $ / shares | $ 0.006 | |||||
Convertible promissory note principal amount | $ 350,000 | |||||
Promissory note and accrued interest due date | Jul. 23, 2017 | |||||
Proceeds from convertible debt | $ 666,666 | $ 183,240 | ||||
Promissory note conversion price percentage | 60.00% | |||||
Subsequent Event [Member] | ||||||
Shares issued upon conversion of debt, shares | shares | 3,338,767 | 3,852,486 | ||||
Shares issued upon conversion of debt, amount | $ 20,000 | $ 20,000 | ||||
Accrued interest | $ 333 | $ 3,115 | ||||
Subsequent Event [Member] | 8% Convertible Promissory Note [Member] | ||||||
Debt instrument interest rate percentage | 8.00% | |||||
Convertible promissory note principal amount | $ 150,000 | |||||
Promissory note and accrued interest due date | Jul. 30, 2019 | |||||
Proceeds from convertible debt | $ 150,000 | |||||
Promissory note conversion price percentage | 75.00% | |||||
Promissory note convertible trading days | Integer | 5 | |||||
Subsequent Event [Member] | 8% Convertible Promissory Note [Member] | Minimum [Member] | ||||||
Promissory note repayment premium range percentage | 105.00% | |||||
Subsequent Event [Member] | 8% Convertible Promissory Note [Member] | Maximum [Member] | ||||||
Promissory note repayment premium range percentage | 110.00% | |||||
Subsequent Event [Member] | Purchase Agreement [Member] | Stock Warrants [Member] | ||||||
Common stock shares issued | shares | 5,447,438 | |||||
Cashless exercise warrants | $ 28,948,553 | |||||
Warrant exercise price | $ / shares | $ 0.006 | |||||
Reduction of derivative liabilities and debt settlement | $ 142,651 |